Directors Report of SVC Resources Ltd.

Mar 31, 2015

Dear Members,

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

Some of the members had expressed displeasure on the style of working of the previous Board of Directors and filed a Company Petition before Company Law Board for their ouster from the Company citing Oppression and Mismanagement.

The Company Law Board vide its order dated December 11, 2013 directed an Extraordinary General Meeting to be held on January 11, 2014. In the said meeting, members removed all the then Directors of the Company and appointed 3 new directors on the Board. The said appointment and removal was confirmed by the Company Law Board, Principle Bench, New Delhi vide its order dated April 4, 2014.

The Old Board had also irregularly allotted 1,08,44,426 Equity Shares to themselves, their relatives and associate company on May 8, 2013 and 2,97,00,000 Equity Shares to another associate company on August 5, 2013. The said shares have been cancelled by the Company Law Board, Principle Bench, New Delhi vide its order dated June 4, 2015.

The old board did not handover the old records of the Company. Hence, the new Board filed a Company Petition No. 10 of 2014 for handover of old records and for cancellation of irregular allotments. Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015 directed the old Board of directors to forthwith handover all records to the new Board. The Company is yet to receive any records from the old board.

(Rs. in Lacs)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Income - -

Profit before Tax (7.58) (3.09)

Less : Provision for Taxation - -

Profit after Tax (7.58) (3.09)

Add : Profit brought forward from Previous Year

Balance carried forward (7.58) (3.09)

DIVIDEND

As there was no income in the year under review the Company expresses its inability to give any dividend for the year under review.

REGISTERED OFFICE

The members of the company have approved the Shifting of Registered Office of the Company from 3, Prime Rose, Near Airtel Gallery, Lokhandwala Complex, Andheri (West), Mumbai - 400 053 to Office No.8, Rainbow House, Above Idea Showroom, Opp Deepak Hospital, Savedi, Ahmednagar - 414 003. The resolution was approved by the members on January 23, 2015 through Postal Ballot. The said shifting is subject to the approval of Central Government.

BUSINESS SEGMENT

Your Company primarily operates in the business segment of mining and trading.

RISK & CONCERNS

Subsequent to the Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015, the company is trying to recover from its financial mess done by its old board. The Board is confident of its recovery. The company has complained to Economic Offence Wing regarding misappropriation of funds and is also in the process of reporting the same to Serious Fraud Investigation Office.

OPPORTUNITIES

The overall downturn in the fuel prices will only benefit the company and lower the operational cost of the company.

THREATS

The Board of directors perceives that competition from established players and change in government policies as major threats. These coupled with Price volatility, Trade policy uncertainties and Environmental concerns also possess its own challenges.

The Company business is of cyclic nature which has its own problems.

OVERVIEW

SVC Resources Limited (SVC) is a BSE listed company. SVC is a professionally managed Company with the Board Members having rich and varied experience in Exploration, Mining, Processing, Trading, Finance and other fields.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The present internal control systems are commensurate with its size.

SUBSIDIARY

As per records available from BSE Website and MCA Website, Company has only one overseas subsidiary SVC Resources FZC, Sharjah, UAE. However, the company has no records pertaining to its subsidiary. Hence, subsidiary accounts are not enclosed.

PUBLIC DEPOSITS

As the Old Board has not handed over the books of accounts, statutory records and minutes book, the company is not in a position to ascertain acceptance of public deposits. Company Law Board, New Delhi, vide its order dated June 4, 2015 has directed the old board to handover books of accounts and other records to the new board. However, the old board is yet to hand over the same.

DIRECTORS

During the year under review the following directors were removed by the members in their Extraordinary General Meeting held on January 11, 2014 and confirmed by Company Law Board, Principle Bench, Delhi vide its order dated April 4, 2014

1. Ashok Gupta

2. Akshat Gupta

3. Vinod Bansal

4. Vinay Poddar

5. Siddharth Bihani

6. Abhijeet Mittal

7. Kunal Raheja

The members appointed the following directors in their Extraordinary General Meeting held on January 11, 2014 and confirmed by Company Law Board, Principle Bench, Delhi vide its order dated April 4, 2014:

1. Mr. Zalak Shah

2. Mr. Om Prakash Chugh

3. Dr. Riyaz Khan

The Board of Directors appointed Mr. Mohammed Ali as Managing Director in their Meeting held on April 9, 2014.

Pursuant to successful completion of voluntary Open Offer given by Lorgan Lifestyle Limited to the members of SVC as per SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011, Mr. Rajesh Baheti has been appointed as Chairman of the Company in the Board Meeting held on October 7, 2014 and Lorgan Lifestyle Limited became the new promoter of the company.

Mr. Rajesh Baheti, Chairman is liable to retire by rotation and being eligible, has offered himself for re-appointment.

Mr. Mohammed Ali's re-appointment as Managing Director is subject to approval of members in the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Pursuant to SEBI Circular, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Clause 49 of the Listing Agreement.

A separate section on Corporate Governance forms part of the Directors' Report and certificate from your Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organisation.

AUDITORS

Statutory Auditors

M/s D N Khatri, Chartered Accountants were appointed as Statutory Auditor of the Company in the previous AGM held on August 28, 2015 and their term expires at the ensuing AGM, being eligible, the Board has recommended their re- appointment.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Person) Rules, 2014, the Company has appointed M/s Ramesh Chandra Bagdi & Associates to undertake the Secretarial Audit of the Company.

In terms of provisions of Section 204(1) of the Companies Act, 2013, Secretarial Audit Report is annexed to this Board Report.

COMMENTS ON AUDITORS' REPORT:

The notes referred to in the Auditors' Report are self explanatory and as such they do not call for any further explanation.

PARTICULARS OF EMPLOYEES

The Company has no directors or employees who are in receipt of remuneration exceeding the sum prescribed under section 197 of the Companies Act, 2013 read with Rule (5) of Companies (Appointment and Remuneration of Managerial Person) Rules, 2014

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

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

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

As the Old Board has not handed over the books of accounts, statutory records and minutes book, the company is not in a position to confirm and ascertain the genuineness of various balances and advances shown in the Annual Report for the year ended March 31, 2013.

The accounts for the current year has been prepared on the basis of Bank Statements and records available in public domain.

Company Law Board, Principle Bench, New Delhi, vide its order dated June 04, 2015 has directed the old board to handover books of accounts and other records to the new board. However, the old board is yet to hand over the same.

Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

CORPORATE SOCIAL RESPONSIBILITY

The Company has incurred loss in the year under review. Hence, the CSR Provisions does not apply to the company.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Government and Statutory Authorities for their continued support.

Place: Mumbai For and on behalf of the Board Date: September 02, 2015 For SVC Resources Limited

Rajesh Baheti Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

Some of the members had expressed displeasure on the style of working of the previous Board of Directors and filed a Company Petition before Company Law Board for their ouster from the Company citing Oppression and Mismanagement.

The Company Law Board vide its order dated December 11, 2013 directed an Extraordinary General Meeting to be held on January 11, 2014. In the said meeting, members removed all the then Directors of the Company and appointed 3 new directors on the Board. The said appointment and removal was confirmed by the Company Law Board, Principle Bench, Delhi vide its order dated April 4, 2014.

The Old Board had also irregularly allotted 1,08,44,426 Equity Shares to themselves, their relatives and associate company on May 8, 2013 and 2,97,00,000 Equity Shares to another associate company on August 5, 2013. The said shares have been cancelled by the Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015.

The old board did not handover the old records of the Company. Hence, the new Board filed a Company Petition No. 10 of 2014 for handover of old records and for cancellation of irregular allotments. Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015 directed the old Board of directors to forthwith handover all records to the new Board.

The erstwhile statutory auditors of the Company didn't extend their co-operation to the new Board. Hence, it was not possible for the Company to convene its Annual General Meeting within the prescribed time limit. Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015 has granted an extension of 6 months for holding its Annual General Meeting.

In the mean time, your company approached the Regional Director, Western Region for removal of Auditors. The erstwhile Statutory Auditors of the company ceased to be the Auditors of the Company pursuant to order dated December 10, 2014 passed by the Regional Director, Western Region. The said order also allowed the Company to appoint new Statutory Auditors for the Company.

(Rs. in Lacs)

Year Ended Year Ended Financial Results 31.03.2014 31.03.2013

Income - 427.38

Profit before Tax (3.09) (1,874.13)

Less : Provision for Taxation - -

Profit after Tax (3.09) (1,874.13)

Add : Profit brought forward from Previous Year - -



Balance carried forward (3.09) (1,874.13)

DIVIDEND

As there was no income in the year under review the Company expresses its inability to give any dividend for the year under review.

REGISTERED OFFICE

The members of the company have approved the Shifting of Registered Office of the Company from 3, Prime Rose, Near Airtel Gallery, Lokhandwala Complex, Andheri (West), Mumbai - 400 053 to Office No.8, Rainbow House, Above Idea Showroom, Opp Deepak Hospital, Savedi, Ahmednagar - 414 003. The resolution was approved by the members on January 23, 2015 through Postal Ballot. The said shifting is subject to the approval of Central Government.

BUSINESS SEGMENT

Your Company primarily operates in the business segment of mining and trading.

RISK & CONCERNS

Subsequent to the Company Law Board, Principle Bench, Delhi vide its order dated June 4, 2015, the company is trying to recover from its financial mess done by its old board. The Board is confident of its recovery. The company has complained to Economic Offence Wing regarding misappropriation of funds and is also in the process of reporting the same to Serious Fraud Investigation Office.

Opportunities

The overall downturn in the fuel prices will only benefit the company and lower the operational cost of the company.

Threats

The Board of directors perceives that competition from established players and change in government policies as major threats. These coupled with Price volatility, Trade policy uncertainties and Environmental concerns also possess its own challenges.

The Company business is of cyclic nature which has its own problems.

OVERVIEW

SVC Resources Limited (SVC) is a BSE listed company. SVC is a professionally managed Company with the Board Members having rich and varied experience in Exploration, Mining, Processing, Trading, Finance and other fields.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The present internal control systems are commensurate with its size.

Subsidiary

As per records available from BSE Website and MCA Website, Company has only one overseas subsidiary SVC Resources FZC, Sharjah, UAE. However, the company has no records pertaining to its subsidiary. Hence, subsidiary accounts are not enclosed.

PUBLIC DEPOSITS

As the Old Board has not handed over the, books of accounts, statutory records and minutes book, the company is not in a position to ascertain acceptance of public deposits. Company Law Board, New Delhi, vide its order dated June 4, 2015 has directed the old board to handover books of accounts and other records to the new board. However, the old board is yet to hand over the same.

DIRECTORS

During the year under review the following directors were removed by the members in their Extraordinary General Meeting held on January 11, 2014 and confirmed by Company Law Board, Principle Bench, Delhi vide its order dated April 4, 2014

1. Ashok Gupta

2. Akshat Gupta

3. Vinod Bansal

4. Vinay Poddar

5. Siddharth Bihani

6. Abhijeet Mittal

7. Kunal Raheja

The members appointed the following directors in their Extraordinary General Meeting held on January 11, 2014 and confirmed by Company Law Board, Principle Bench, Delhi vide its order dated April 4, 2014:

1. Mr. Zalak Shah

2. Mr. Om Prakash Chugh

3. Dr. Riyaz Khan

Pursuant to successful completion of voluntary Open Offer given by Lorgan Lifestyle Limited to the members of SVC as per SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011, Mr. Rajesh Baheti has been appointed as Chairman of the Company in the Board Meeting held on October 7, 2014 and Lorgan Lifestyle Limited became the new promoter of the company.

Both the appointments i.e. appointment of Mr. Mohammed Ali as Managing Director and appointment of Mr. Rajesh Baheti as Chairman has been approved by the members of the company vide resolutions passed by Postal Ballot on January 23, 2015.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Directors' Report and the certificate from your Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organisation.

AUDITORS

The erstwhile Statutory Auditors of the company ceased to be the Auditors of the Company pursuant to order dated December 10, 2014 passed by the Regional Director, Western Region.

M/s D N Khatri, Chartered Accountants were appointed as Statutory Auditor of the Company pursuant to resolution approved by the members on January 23, 2015 through Postal Ballot

COMMENTS ON AUDITORS' REPORT:

The notes referred to in the Auditors' Report are self explanatory and as such they do not call for any further explanation as required under Section 217(3) of the Companies Act, 1956. Further, the company has complained to Economic Offence Wing regarding misappropriation of funds and is also in the process of reporting the same to Serious Fraud Investigation Office.

PARTICULARS OF EMPLOYEES

There is no information as required pursuant to the provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the 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, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. However there is no material information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1 988 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

As the Old Board has not handed over the books of accounts, statutory records and minutes book, the company is not in a position to confirm and ascertain the genuineness of various balances and advances shown in the last Annual Report.

The accounts for the current year has been prepared on the basis of Bank Statements and records available in public domain.

Company Law Board, Principle Bench, New Delhi, vide its order dated June 04, 2015 has directed the old board to handover books of accounts and other records to the new board. However, the old board is yet to hand over the same.

In view of the above the Directors' Responsibility Statement, pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 is not being annexed.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Government and Statutory Authorities for their continued support.

Place: Mumbai For and on behalf of the Board Date: July 29, 2015 For SVC Resources Limited

Rajesh Baheti Chairman

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 37th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs)

Financial Results Year Ended 31.03.2013 Year Ended 31.03.2012

Income 427.38 1001.02

Profit before Tax (1,874.13) (6.20)

Less : Provision for Taxation 0.00

Profit after Tax (1,874.13) (6.20)

Add : Profit brought forward from Previous Year 413.59 419.79

Balance carried forward (1,460.54) 413.59

DIVIDEND

With a view to conserve the financial resources, no dividend has been recommended for the year under review.

AUTHORISED SHARE CAPITAL

During the year under audit company has not increased authorized share capital.

The members of the Company approved the increase in the Authorized Share Capital from 7 Crores to 11 Crores on December,20,2010.

The approval of the members was once again sought for the increase in the Authorised Share Capital from 11 Crores to 15 Crores on March 10,2011.

Subsidiary

Your Company has only one overseas subsidiary SVC Resources FZC, Sharjah, UAE, and final accounts have not been produced by Shri Vishal Singh, Shri Sunil Jain & Mr. Ashish Lodge as they are evading to meet the Board of Directors. The accounts have now been prepared on the basis of available records and based upon last trial balance and transactions during the period.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits, during the year, under Section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS

During the year under review there have been changes in the Board of Directors of your Company.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company Mr. Dattatray Sakhalkhar, Mr. Ashish Jain Dr. Mukesh Arora, Mr.Ashish Lodge and Mr. Rajesh Kapoor were removed from the Board of director s of the company due to absence from attending meetings of the Board.

Mr. Sunil Jain and Mr. Vishal Singh were not reappointed in last AGM.

Mr. Akshat Gupta and Mr. Siddharth Bihani were appointed as Additional Director and retire at the forthcoming AGM. Mr. Akshat Gupta has been proposed to be appointed and is eligible to be appointed at the forthcoming Annual General Meeting.Mr. Siddharth Bihani resigned from the Board on 27th May,2013.

Mr. Abhijeet Mittal and Mr. Kunal Raheja were appointed as Additional Directors on 27th July, 2012 and they resigned on 3rd May, 2013.

Mrs Neha Gandhi, Mrs Shrishti Deora and Mr. Devesh Koli were appointed as Additional Director on 13th June 2013 and they retire at the forthcoming AGM.

Mr. R.K. Tiwari and Mr. Chandra Sen resigned from the Board on 25th May, 2012

Further, none of the Directors of your Company are disqualified under Section 274(1)(g) of the Companies Act 1956.

Mr. Vinod Bansal , Independent Director retires by rotation and being eligible offer themselves for appointment.

CORPORATE GOVERNANCE

Your Company follows the principles of effective corporate governance practices. Clause 49 of Listing Agreement deals with Corporate Governance requirements which has been complied by your company.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from your Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company''s recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

AUDITORS

M/s. D. P. Agarwal & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and have expressed their unwillingness for re-appointment. The Company has received letter from M/s. Himank Desai & Co., Chartered Accountants, Mumbai to the effect that their reappointment if made would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to appoint M/s. Himank Desai & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

COMMENTS ON AUDITORS'' REPORT:-

Due to non-availability of statutory books, records and other documents, the company could not produce the same to the statutory auditor for carrying out audit. The company has now made arrangements to produce such other documents to carry out the audit which has been found satisfactory by the auditor. The company is still taking steps to ensure restoration of the statutory records so as to bring it back to normalcy. Other than the above facts, the notes referred to in the Auditors'' Report are self explanatory and as such they do not call for any further explanation as required under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Company''s plan. By far the employee''s relations have been cordial throughout the year.

There is no information as required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the 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, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. However there is no material information required under 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 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended March 31 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 your Company at the end of the financial year and of the profit of the Company for that period

3. 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. Inspite of the internal controls due to acts by certain professional Directors acting in consult have defalcated assets of the company which was beyond the control of the Board of Directors.

4. The Directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, & Government and Statutory Authorities for their continued support.

Place: Mumbai For and on behalf of the Board

Date5th August, 2013 For SVC Resources Limited

Registered Office:

104, Baba House,

1st Floor, sd/-

M.V. Road, Near

Cine Magic Cinema, Ashok Gupta Andheri

(E), Mumbai – 400093 Chairman & Managing Director

---

Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 36th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended 31.03.2012 Year Ended 31.03.2011

Income 1,001.02 573.87

Profit before Tax (6.20) 261.32

Less : Provision for Taxation 0.00 90.93

Profit after Tax (6.20) 170.39

Add : Profit brought forward from Previous Year 419.79 249.40

Balance carried forward 413.59 419.79

DIVIDEND

With a view to conserve the financial resources, no dividend has been recommended for the year under review.

AUTHORISED SHARE CAPITAL

The Company Authorised Share Capital remains the same.

BONUS

The company did not issue bonus shares during the year.

REGISTERED OFFICE

The Registered Office of the Company has shifted from 518, Sagar Tech Plaza, A Wing, Saki Naka Jn., Andheri Kurla Road, Andheri East, Mumbai 400 072 to 104, Baba House, 1st Floor, M.V. Road, Near Cine Magic Cinema, Andheri

PERFORMANCE & CURRENT YEAR PROSPECTS

Your Company has diversified into mining and is in the activities of mining of iron ore and trading in minerals.

During the year under review the turnover of your Company was Rs. 1001.02 Lacs and company suffered a loss of Rs. 6.20 lacs.

The performance of your subsidiary company SVC Resources FZC, Sharjah, engaged in the business of trading in minerals was remarkable during the year under review. The consolidated turnover of the company , while the consolidated net profit before tax was not available

The Board of Directors and its Team of employees have put in full efforts and performed excellently to sustain profitability of your Company.

BUSINESS SEGMENT

Your Company primarily operates in the business segment of mining and trading of iron ore, white earth, ochre, manganese, laterite etc. As per the management''s perspective, the risks and returns from its sales do not materially vary geographically. The mines of your company are located at Dhamki and Dilar in the state of Madhya Pradesh.

Your Company offers its services to customers through best industry practices in mining.

RISK & CONCERNS

It is a well known fact that risk is an integral part of any business. If these risks are properly managed, a company will have ample opportunity to inn smoothly and expand its activities. As a matter of fact Enterprise Risk Management (ERM) is a process that covers the entire organisation in which all the functions are involved to identify and assess the various strategic, operational, social and economic risks being faced by the company in its day to day activities and thereafter determine the responses to either mitigate the risk or eliminate the same.

Most of the companies in India now recognise ERM as a critical management issue. This is apparent from the importance assigned to ERM within the organisation and the resources being devoted to building ERM capabilities.

Opportunities

1. Rapid magnestic growth

2. Robus growth in transportation, infrastructure, power capacity addition and packaging

3. Diversification into steel production

4. Explanation and mining opportunities in India and abroad for extraction and trading of high value minerals

Threats

1. Domestic competition from established players

2. Change in government policies

3. Price volatility

4. Trade Policy uncertainties

5. Environmental concerns

6. Cyclie nature of industry

The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization.

OVERVIEW

SVC Resources Limited is a Public Limited Company engaged in the business of extraction, processes & sale of Ore and exploration & development of mining assets.

Your Comany will continue to build capabilities and nurture a talent pool with diverse skills set to delivery centinuous results. Your Company has also strengthened its presence in mining and trading of minerals.

Your Company is geared up to meet market demands and delivery schedules and is confideration increasing its share in the Indian market. The management has worked steadily to make SVC a company that can deliver sustained, high quality growth.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company''s present internal control systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The employees of your Company are dedicated and loyal to your Company. Though there has been attrition in certain disciplines, the employees in general have remained with your Company through thick and thin. On the part of the Management, it is ensuring all-round comfort levels to its employees, including the required training at all levels based on the need. It is worth highlighting that industrial relations have been cordial all along. Any difference is sorted out through discussions at appropriate levels. The support of workmen needs special mention. The employees of your Company are exposed to Mining Industry. Your Company''s diversification project needs people with specific skill and knowledge in other industries viz. upgradation of skills for operating equipment with latest technology. In order to get people with requisite knowledge and skills, your Company has to train /retrain its existing manpower and also to go for fresh induction.

Subsidiary

Your Company has only one overseas subsidiary SVC Resources FZC, Sharjah, UAE.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits, during the year, under Section 5 8A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS

During the year under review there has been no change in the Board of Directors of you Company.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company Mr Sunil Jain and Mr Vinay Poddar are liable to retire by rotation and being eligible, offer themselves for re-appointment in the forthcoming Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1 )(g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company follows the principles of effective corporate governance practices. Clause 49 of Listing Agreement deals with Corporate Governance requirements which has been complied by your company.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from your Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas.

The Company''s recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organisation.

AUDITORS

M/s. D. P. Agarwal & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from M/s. D. P. Agarwal & Co. Chartered Accountants, Mumbai to the effect that their reappointment if made would be within prescribed limits under Section 224 (IB) of the Companies Act, 1956. Members are requested to re-appoint M/s. D. P. Agarwal & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

COMMENTS ON AUDITORS'' REPORT:-

The notes referred to in the Auditors'' Report are self explanatory and as such they do not call for any further explanation as required under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Company''s plan. By far the employee''s relations have been cordial throughout the year.

There is no information as required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. However there is no material information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended March 31 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 your Company at the end of the financial year and of the profit of the Company for that period

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, & Government and Statutory Authorities for their continued support.

Place: Mumbai For and on behalf of the Board

Date: September 2, 2012 For SVC Resources Limited

Registered Office:

104, Baba House, 1st Floor, Sd/-

M.V. Road, Near Cine Magic Cinema, Ashok Gupta

Andheri (E), Mumbai - 400093 Chairman & Managing Director

---

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 35th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2011.

(Rs. in Lacs) Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 573.87 1,448.14

Profit before Tax 261.32 231.18

Less : Provision for Taxation 90.93 86.56

Profit after Tax 170.39 144.62

Add: Profit brought foward from Previous Year 249.40 104.78

Balance carried forward 419.79 249.40

DIVIDEND

With a view to conserve the financial resources, no dividend has been recommended for the year under review.

AUTHORISED SHARE CAPITAL

The Company increased it Authorised Share Capital twice during the year under review.

The members of the Company approved the increase in the Authorised Share Capital from 7 Crores to 11 Crores on December 20, 2010

The approval of the members was once again sought for the increase in the Authorised Share Capital from 11 Crores to 15 Crores on March 10, 2011

SPLIT

The Equity Shares of your company were subdivided in the ratio of 2:1 i.e. 2 Equity shares of Rs.1/- each for every 1 Equity share of Rs. 2/- each the record date for the said sub-division being December 30, 2010.

BONUS

The Board of Directors of the Company ("the Board") at its meeting held on January 31, 2011 had recommended issue of bonus shares in the ratio of 1:3 i.e. One new fully paid-up Equity Share of Re.1/- each for every 3 shares held by the shareholders as on the record date for the said Bonus issue being March 22, 2011.

REGISTERED OFFICE

The Registered Office of the Company has shifted from 518, Sagar Tech Plaza, A Wing, Saki Naka Jn., Andheri Kurla Road, Andheri East , Mumbai 400 072 to 104, Baba House, 1st Floor, M.V. Road, Near Cine Magic Cinema, Andheri East, Mumbai - 400 093.

PERFORMANCE & CURRENT YEAR PROSPECTS

Your Company has diversified into mining and is in the activities of mining of iron ore and trading in minerals.

During the year under review the turnover of your Company was Rs. 573.87 Lacs and profit before tax was Rs. 261.32 lacs

The performance of your subsidiary company SVC Resources FZC, Sharjah, engaged in the business of trading in minerals was remarkable during the year under review. The consolidated turnover of the company was Rs. 3,100.55 Lakhs, while the consolidated net profit before tax was Rs. 454.99 Lakhs.

The Board of Directors and its Team of employees have put in full efforts and performed excellently to sustain profitability of your Company.

BUSINESS SEGMENT

Your Company primarily operates in the business segment of mining and trading of iron ore, white earth, ochre, manganese, laterite etc. As per the management's perspective, the risks and returns from its sales do not materially vary geographically. The mines of your company are located at Dhamki and Dilar in the state of Madhya Pradesh.

Your Company offers its services to customers through best industry practices in mining.

RISK & CONCERNS

It is a well known fact that risk is an integral part of any business. If these risks are properly managed, a company will have ample opportunity to run smoothly and expand its activities. As a matter of fact Enterprise Risk Management (ERM) is a process that covers the entire organisation in which all the functions are involved to identify and assess the various strategic, operational, social and economic risks being faced by the company in its day to day activities and thereafter determine the responses to either mitigate the risk or eliminate the same.

Most of the companies in India now recognise ERM as a critical management issue. This is apparent from the importance assigned to ERM within the organisation and the resources being devoted to building ERM capabilities.

Opportunities

1. Rapid domestic growth

2. Robust growth in transportation, infrastructure, power capacity addition and packaging

3. Diversification into steel production

4. Exploration and mining opportunities in India and abroad for extraction and trading of high value minerals

Threats

1. Domestic competition from established players

2. Change in government policies

3. Price volatility

4. Trade policy uncertainties

5. Environmental concerns

6. Cyclic nature of industry

The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization.

OVERVIEW

SVC Resources Limited is a Public Limited Company engaged in the business of extraction, processing & sale of Ore and exploration & development of mining assets.

Your company will continue to build capabilities and nurture a talent pool with diverse skills set to deliver continuous results. Your Company has also strengthened its presence in mining and trading of minerals.

Your Company is geared up to meet market demands and delivery schedules and is confident of increasing its share in the Indian market. The management has worked steadily to make SVC a company that can deliver sustained, high- quality growth.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's present internal control systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The employees of your Company are dedicated and loyal to your Company. Though there has been attrition in certain disciplines, the employees in general have remained with your Company through thick and thin. On the part of the Management, it is ensuring all-round comfort levels to its employees, including the required training at all levels based on the need. It is worth highlighting that industrial relations have been cordial all along. Any difference is sorted out through discussions at appropriate levels. The support of workmen needs special mention. The employees of your Company are exposed to Mining Industry. Your Company's diversification project needs people with specific skill and knowledge in other industries viz. upgradation of skills for operating equipment with latest technology. In order to get people with requisite knowledge and skills, your Company has to train /retrain its existing manpower and also to go for fresh induction.

Subsidiary

Your Company has only one overseas subsidiary SVC Resources FZC, Sharjah, UAE

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits, during the year, under Section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS

During the year under review there has been no change in the Board of Directors of your Company.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company Mr. Vishal Singh, Dr. Mukesh Arora, Mr. R.K.Tiwari and Mr. Rajesh Kapoor are liable to retire by rotation and being eligible, offer themselves for re-appointment in the forthcoming Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1)(g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company follows the principles of effective corporate governance practices. Clause 49 of Listing Agreement deals with Corporate Governance requirements which has been complied by your company.

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from your Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organisation.

AUDITORS

M/s. Prem Mishra & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from M/s. Prem Mishra & Co., Chartered Accountants, New Delhi to the effect that their re- appointment if made would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to re-appoint M/s. Prem Mishra & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of the Company and authorise the Board of Directors to fix their remuneration.

COMMENTS ON AUDITORS' REPORT:

The notes referred to in the Auditors' Report are self explanatory and as such they do not call for any further explanation as required under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Company's plan. By far the employee's relations have been cordial throughout the year.

There is no information as required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the 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, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. However there is no material information required under 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 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended March 31 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 your Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Government and Statutory Authorities for their continued support.

Place: Mumbai For and on behalf of the Board

Date: September 2, 2011 For SVC Resources Limited

Registered Office:

104, Baba House, 1st Floor,

M.V. Road, Near Cine Magic Cinema, Ashok Gupta

Andheri (E), Mumbai - 400093 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended

31.03.2010 31.03.2009

Income 1448.14 26.71

Profit before Tax 231.18 22.236

Less Provision for Taxation 86.56 7.08

Profit after Tax 144.62 15.28

Add : Profit brought forward from Previous Year 104.78 89.50

Balance carried forward 249.40 104.78

DIVIDEND

With a view to conserve resources for future operations, your Directors do not recommend any dividend for the financial year ended March 31, 2010.

PERFORMANCE & CURRENT YEAR PROSPECTS

During the year under review, the operations of your Company have been streamlined. Your Company will continue to maintain these levels of operations and is fairly optimistic about contributing to SVCs growth plans in 2010-11.

Your company changed its name from Pace Textiles Limited to SVC Resources Limited. Your Company has diversified into mining and is in the activities of manufacturing & trading of Textiles products and mining of iron ore and trading in minerals. Due to recession companys performance was not up to the mark however due to diversification into mining industry your company could perform better than the previous year.

The slow down in global economy has not only affected the business of the Company but also the entire market of textile goods as well as the mining segment, which is still continuing. The lack of demand forced the Company to cut down prices of its products and tough competition has again worsened the situation.

The Board of Directors and its team of employees have put in full efforts and performed excellently to sustain profitability of the Company

BUSINESS SEGMENT

Your Company primarily operates in the business segment of mining and trading of iron ore, white earth, ochre, manganese, laterite etc and manufacturing & trading of textiles products. As per the managements perspective, the risks and returns from its sales do not materially vary geographically. The mines of your company are located at Kodamukur, Dhamki and Dilari in the state of Madhya Pradesh.

Your Company offers its services to customers through best industry practices in textile and mining.

RISK & CONCERNS

Opportunities

- Diversification into steel production

- Financial powers for investment in new projects.

- Exploration and mining opportunities in India and abroad for high value minerals.

- Diversification into other areas for sustained growth.

Threats

- Intense competition from private sector in securing fresh mining leases, resulting in denial of leases in many cases and litigation delaying actions.

- Entry of MNCs and other Indian private companies into mining.

- The industry being cyclic in nature, company is exposed to sharp fluctuations in demand for its products.

- Your Company faces risks in respect of high inventory of stocks and its disposal.

The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization.

OVERVIEW

Your company will continue to build capabilities and nurture a talent pool with diverse skills sets to deliver continuous results. Your Company has also strengthened its presence in textile industry with improved quality and variety of its products as well as diversified into mining and trading of minerals. Your Company is geared up to meet market demands and delivery schedules and is confident of increasing its share in the global market. We have worked steadily to make SVC a company that can deliver sustained, high-quality growth.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

SVC has put in place all the necessary internal controls and they are found quite adequate.

Your companys internal control procedures are tailored to match the organizations pace of growth and increasing complexity of operations. These ensure compliance with various policies, practices, regulations and statutes. The internal control systems are regularly checked by both statutory and internal auditors.

There is an adequate internal control system commensurate with the size of your Company and the nature of its business, with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

There are documented and well established operating procedures in your Company and its subsidiaries in India & overseas. The Finance function of your Company is also adequately staffed with professionally qualified and experienced personnel.

The Companys well defined organizational structure, documented policy guidelines and adequate internal controls ensure efficiency of operations, compliance with internal policies and applicable laws and regulations, protection of resources and assets, and accurate reporting of financialTransactions. Moreover, your Company continuously upgrades these systems in line with the best available practices.

The internal control system is supplemented by extensive internal audits, conducted by independent firms of Chartered Accountants so as to cover various operations on a continuous basis.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

Your Companys industrial relations continued to be harmonious during the year under review.

The employees of your Company have been dedicated and loyal to your Company Though there has been attrition in certain disciplines, the employees in general have remained with your Company through thick and thin. On the part of the Management, it is ensuring all-round comfort levels to its employees, including the required training at all levels based on the need. It is worth highlighting that industrial relation has been cordial all along. Any difference is sorted out through discussions at appropriate levels. The support of workmen needs special mention. The employees of your Company are exposed to Textile and Mining Industry. Your Companys diversification project needs people with specific skill and knowledge in other industries viz. up gradation of skills for operating equipment with latest technology. In order to get people with requisite knowledge and skills, your Company has to train /retrain its existing manpower and also to go for fresh induction.

Subsidiary

Your Company is in the process of acquiring / setting up following subsidiaries

Indian Subsidiaries

Terra Mining & Mineral Industries Pvt Ltd.

Terra Reserves Determination Technologies Pvt. Ltd.

Terra Soft Solutions Pvt. Ltd.

Overseas Subsidiary

SVC Resources FZC , Sharjah UAE.

Step down subsidiaries

SVC Gold DMCC, Dubai.

SVC Minerals DMCC, Dubai.

Terra Nova Overseas Resources FZC, Hamriya, UAE.

No activities have been started by the Subsidiary Companies for the financial year 2009-2010 and some of the subsidiaries have been acquired /setup subsequent to the end of the year, hence statement under section 212 is not required to be annexed.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

During the year under review your Company through Postal Ballot approved the change in the Management and the names of the new directors are as follows:

Sr. No. Names Designation

1 A shok Gupta Chairman & Managing Director

2 Vishal Kumar Singh Joint Managing Director

3 Sunil Jain Whole Time Director

4 Dr. Mukesh Arora Whole Time Director

5 R. K. Tiwari Whole Time Director

6 Vinay Poddar Director

7 Chandra Sen Independent Director

8 Dattatray Sakhalkar Independent Director

9 Rajesh Kapoor Independent Director

10 Dr. Ashish Lodge Independent Director

11 Ashish Jain Independent Director

12 Vinod Bansal Independent Director

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company Mr. Vinod Bansal, Mr. Vinay Poddar, Mr. Ashok Gupta and Mr. Sunil Jain are liable to retire by rotation and being eligible, offer themselves for re-appointments in the forthcoming Annual General Meeting.

Further, none of the Directors of your Company are disqualified under section 274(1)(g) of the Companies Act,1956.

CORPORATE GOVERNANCE

Your Company follows the principles of effective corporate governance practices. Clause 49 of Listing Agreement deals with Corporate Governance requirements which has been complied by your company.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from your Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

Human Resources have always been most valuable asset for SVC and the Company constantly seeks to attract and retain the best available talent. Human Resource management incorporates a process driven approach that invests regularly in the training and development needs of its employees through succession planning, job rotation, on the job training and extensive training workshops & programmes. During the year, the leadership and management in the back end functions was further strengthened with the joining of senior and highly experienced industry persons.

AUDITORS

The term of the Auditor M/s. Jain Anil & Associates, Chartered Accountants, Mumbai expires in the ensuing Annual General Meeting and they have expressed their intention not to seek re-appointment.

The Board has recommended M/s. Prem Mishra & Co., Chartered Accountants as new Statutory Auditors of the Company.

Members are requested to approve their appointment.

Members are requested to appoint Auditors and authorize the Board of Directors to fix their remuneration.

COMMENTS ON AUDITORS REPORT:

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive to the Companys plan. By far the employees relations have been cordial throughout the year.

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the 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, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has taken the necessary steps to conserve energy, absorb upgraded technology whereever necessary. However there is no material information required under 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 to be reported.

Your Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended March 31, 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 your Company at the end of the financial year and of the profit of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Place: Mumbai By order of the Board Date: July 31, 2010 For SVC RESOURCES LIMITED

Registered Office: 518, Sagar Tech Plaza, Sd/- Wing, Saki Naka Jn., ASHOK GUPTA Andheri Kurla Road, Chairman & Managing Director Andheri East, Mumbai 400072.