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Directors Report of Swasti Vinayaka Art & Heritage Corporation Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the stand alone financial statements of the Company. (R in Lacs)

No. Particulars 2014-15 2013-14

1. Net Sales/ Income 1194.47 778.99

2. Total Expenditure

i) Cost of material consumed 84.80 5.01

ii) Purchase of stock 64.19 71.62

iii) Manufacturing and operating cost 34.64 29.29

iv) Changes in inventories 205.34 (5.74)

v) Employee beneft Expenses 115.22 89.30

vi) Financial cost 136.37 148.62

vii) Depreciation 62.45 41.18

viii) Other Expenditure 256.51 253.97

Total 959.52 633.25

3. Profit Before Tax 234.95 145.74

4. Provision for Taxation

i) Current Tax (89.43) (50.55)

ii) Deferred Tax 10.30 2.22

iii) Earlier years Tax - -

5. Profit After Tax 155.82 97.41

6. Balance carried from previous year 6.12 10.16

7. Amount available for Appropriation 161.94 107.57

8. Appropriations:

Proposed Dividend (80.00) (80.00)

Dividend Distribution Tax (16.37) (13.59)

Transferred to General Reserve (2.15) (7.85)

9. Balance carried to Balance Sheet 63.42 6.13

2. DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.20 per equity share of Re. 1/- each (i.e. 20 % of face value) aggregating Rs. 80,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. RESERVES:

The Board of Directors have decided to transfer Rs. 2,15,000 to General reserve.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure- I and forms an integral part of this report.

5. OPERATIONS:

During the period under review the Profit after tax (PAT) stood at 155.82 Lacs (Previous Year Rs. 97.41 Lacs), there was an increase of 59.96 % as compared to last financial year.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors state that:

(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;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:

- The following Independent Directors were appointed during the financial year 2014-2015:

1. Mr. Rakesh Garodia (DIN: 00143438)

2. Mr. Sanjiv Rungta (DIN: 00381643)

3. Mr. Nirmal Jain (DIN: 00894735)

4. Mr. Piyush Shah (DIN: 02333557)

- Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

However, there were no Resignations from the Board of Directors during the financial year.

8. PARTICULARS OF EMPLOYEES:

- The information required pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III to the Directors Report.

- Particulars of employees drawing remuneration in excess of limits prescribed under Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees. 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

9. NUMBER OF MEETINGS OF BOARD:

No. Particulars No. of meetings held

1. Board Meetings Five

2. Audit Committee Meetings Five

3. Nomination and Remuneration Committee Meeting One

4. Risk Management Committee Meeting One 5. Stakeholders Relationship Committee Meeting One

6. Independent Directors Meeting One

10. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board cultures, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments safeguarding the interest of the Company and its minority shareholders etc. 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.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is also uploaded on the website of the Company; i.e. www.svartcorp.in.

13. AUDITORS:

The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN 120132W), Mumbai, will retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of three years from the conclusion of this Annual General Meeting [AGM] till the conclusion of the Annual General Meeting to be held in the year 2018.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

14. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

15. VIGIL MECHANISM:

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.svartcorp.in

16. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee is required under section 177 (8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

1. Mr. Piyush Shah - Chairman

2. Mr. Nirmal Jain - Member

3. Mr. Rajesh Poddar - Member

17. There were no material changes and commitments, which adversely affects 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.

18. The Risk management Policy has been uploaded on the website of the Company at www.svartcorp.in. There were no risks identified during the year under review which would threaten the existence of the Company.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. DEPOSITS:

The Company has not accepted any deposits during the year.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not made any loans, guarantees or investments under Section 186 of the Companies Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form AOC-2 which is enclosed as Annexure-II

23. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance certificate from Practicing Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed with this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:

This year we feel that we have seen the bottom in the demand in the luxury products market. From here on, there will be a slow but steady growth in the market place. Our efforts in three directions should yield very good results in the coming years. Corporate gifting as a segment is continuously giving us better results year after year. Our exports to the US are getting more value added and catering to a niche clientele. With the US economy and consumer confidence increasing, we are confident of doing better in that market in the future. In India, we are delighted to report that our regular customers continuously keep coming back to us for their gemstone requirements. This gives us confidence that our product and pricing is in tune with the market expectations. Ultimately when the market reaches its full potential in the next 3-4 years, we are confident of delivering good results due to having a strong and loyal customer base as well as many new customers being getting added to the gemstone collector's list.

REAL ESTATE:

During the year 2014-15, we have not witnessed a revival in the commercial real estate market. With the new government taking a lot of initiatives to revive the corporate activity in the country, there is a general and upbeat sentiment that we could see growth returning to this industry in 2015-16. Unlike the residential real-estate market, which has seen softness only since last year, the commercial real estate market has been depressed for the last five years. As per the cycle and time theory, we feel the revival in this industry is just round the corner. Needless to say, we see a better performance for 2015-16 and the following years.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2014-15.

- No. of Complaint received : NIL

- No. of Complaint disposed off : NIL

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

In the view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the total foreign exchange used was Rs. 43.97 lacs and the total foreign exchange earned was Rs. 26.95 lacs.

27. 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:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's' operations in future.

28. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE Limited where the Company's Shares are listed.

29. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co- operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, Swasti Vinayaka Art And

J. R. Boricha Marg, Lower Parel, Heritage Corporation Limited

Mumbai – 400 011.

Date: May 30, 2015 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 27th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs. In Lacs)

Sr. No. Particulars Year Ended 31.03.2013 Year Ended 31.03.2012

1. Net Sales / Income 851.85 965.81

2. Total Expenditure

i) Cost of materials consumed 8.62 6.92

ii) Purchase of Stock 181.14 198.14

iii) Manufacturing and Operating Cost 31.74 30.76

iv) Changes in Inventories (86.32) (67.32)

v) Employee Benefit Expenses 80.97 82.34

vi) Financial Cost 153.70 158.82

vii) Depreciation 51.97 60.63

viii) Other Expenditure 259.90 253.09

Total 681.72 723.38

3. Profit Before Tax 170.13 242.43

4. Provision for Taxation

i) Current Tax (59.91) (87.27)

ii) Deferred Tax 3.73 6.13 iii) Tax for Earlier Years 0.32 (0.04)

5. Profit After Tax (3-4) 114.27 161.25

6. Balance carried from previous year 39.49 21.37

7. Amount available for Appropriation 153.76 182.62

8. Appropriations:

Interim Dividend - 40.00

Proposed Dividend 80.00 40.00

Dividend Distribution Tax 13.60 13.13

Transferred to General Reserve 50.00 50.00

9. Balance carried to Balance Sheet 10.16 39.49

DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.20 per equity share of Re. 1/- each (i.e. 20%) aggregating Rs.80 Lacs (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2013.

OPERATIONS: During the period under review the profit after tax (PAT) stood at Rs. 114.27 Lacs (Previous Year Rs. 161.25 Lacs), a decrease of 29.13% as compared to last year. However, Board has decided to recommend, Dividend at 20% for the Financial Year ended 31st March, 2013.

DIRECTORS:

Mr. Nirmal Jain and Mr. Piyush Shah retires by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Vishwanath Rungta, independent director on the Board demitted office due to demise. Board records its condolence for the departed soul. Mr. Sanjiv Rungta was appointed as an additional director w. e. f. July 26, 2012 and shall hold office till next annual general meeting of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profit of the Company for the year.

iii. 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.

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

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under Section 58A of the Companies Act, 1956.

conservation OF ENERGY, Technology ABSORPTION, AND FOREIGN Exchange EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

Form "C": Disclosure of particulars with respect to foreign exchange earnings and outgo.

Year Ended Year Ended 31.03.2013 31.03.2012 (Rs.) (Rs.)

Foreign Exchange Earned 14,66,740 8,70,065

Foreign Exchange Used 32,38,168 31,61,379

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuing meeting and being eligible offers themselves for re-appointment.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION

(1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-Section

(1) of Section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your Company is attached to this report.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

listing ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being traded. The Company has paid Listing Fees for the year 2013-14.

CORPORATE GOVERNANCE:

Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

MANAGEMENT DISCUSSION AND analysis:

GEMSTONE carvings, SIGNIO PAINTINGS AND couture JEWELLERY:

This year the pressure on Luxury Industry increased and we witnessed a softening of demand in this category. We tried to innovate and focused on Corporate gifting segment this year which yielded good results and will continue to so even in the future. Our exports to the U.S. through our participation in the TUCSON Exhibition grew this year and with a stronger U.S. economy we feel this will only improve in the coming years. We are hopeful that next year will be better and we can export our products in bigger quantities.

Our entire team at SVART takes this opportunity to thank you, our valued investors for keeping your faith in us during these formative but very crucial years. We shall go that extra mile to respect this faith and shall persevere to maximize your long term returns. Thank you once again.

REAL ESTATE:

The real estate industry saw a stable market in 2012-13 as was our forecast at the beginning of the year. Currently we are seeing a softening in demand and this could lead to margin contraction in 2013-14.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, Swasti Vinayaka Art And

J. R. Boricha Marg, Lower Parel, Heritage corporation Limited

Mumbai - 400 011.



Date: May 30, 2013 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 26thAnnual Report and The Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. In Lacs) Sr. No. Particulars Year Ended 31.03.2012 Year Ended 31.03.2011 1. Net Sales/ Income 965.82 954.59

2. Total Expenditure

i) Cost of materials consumed 6.92 16.92

ii) Purchase of Stock 198.14 126.20

iii) Manufacturing and Operating Cost 30.76 31.07

iv) Changes in Inventories (67.32) (41.10)

v) Employee Benefit Expenses 82.34 80.87

vi) Financial Cost 158.82 168.98

vii) Depreciation 60.64 68.31

viii) Other Expenditure 253.09 291.50

Total 565.38 581.80

3. Profit Before Tax 242.43 211.84

4. Provision for Taxation

i) Current Tax (87.27) (79.40)

ii) Deferred Tax 6.14 11.50

iii) Excess/(Short) Provision for Tax of earlier years (0.04) (2.71)

5. Profit After Tax 161.26 141.23

6. Balance carried from previous year 21.36 0.92

7. Amount available for Appropriation 182.62 142.15

8. APPROPRIATIONS:

Interim Dividend 40.00 -

Proposed Dividend 40.00 80.00 Dividend Distribution Tax 13.13 13.29

Transferred to General Reserve 50.00 27.50

9. Balance carried to Balance Sheet 39.49 21.36

DIVIDENDANDOPERATIONS:

We are pleased to announce that the Board of Directors has recommended a final dividend of Re. 0.10 per equity share of Re. 1/- each (i.e. 10%) aggregating to Rs. 40 Lac (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2012 in addition to the interim dividend of Re. 0.10 per equity share (i.e.10%) amounting to Rs. 40 Lac paid during the year totaling to Rs. 80 Lac (i.e.20%) for the year ended 31st March, 2012.

During the period under review the profit after tax (PAT) stood at Rs.161.26 Lac (Previous Year Rs.141.23 Lac), an increase of 14.18% as compared to last year.

DIRECTORS :

Mr. Vishwanath Rungta and Mr. Rajesh Poddar retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Harshvardhan Agarwal resigned as director in the Company. The Board place on record its appreciation for the services rendered during his tenure as director in the Company.

DIRECTORS' RESPONSIBILITYSTATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profit of the Company for the year.

iii. 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.

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

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public Under Section 58Aofthe Companies Act, 1956.

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

In view of the nature of activities of the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

Form "C": Disclosure of particulars with respect to foreign exchange earnings and outgo.

31.03.2012 31.03.2011

(Rs.) (Rs.)

Foreign Exchange Earned 8,70,065 7,00,400

Foreign Exchange Used 31,61,379 18,69,000

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuing meeting and being eligible offers themselves for re- appointment.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1)OF SECTION 383AOF THE COMPANIESACT, 1956:

Compliance Certificate issued under sub-Section (1) of Section 383Aof the Companies Act, 1956 by the Practicing Company Secretary for your Company is attached to this report.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules,1975.

LISTINGARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai

where the Company's Shares are being traded. The Company has paid Listing Feesfortheyear2011-12.

CORPORATE GOVERNANCE:

Your company believes that Corporate Governance is a voluntary code of self-discipline. In linewith this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

MANAGEMENT DISCUSSION ANDANALYSIS:

GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:

We are satisfied with the performance of all the three product categories this year. This year has been a difficult year for the luxury industry. Gold and diamond prices have increased substantially and a depressed market sentiment has resulted in a stagnant market scenario. Even then our reasonable performance can be attributed to a focus on Brand Building and customer focused products and services. Noteworthy is the response we received in TUCSON, USA where we participated for the fifth year and this year we saw a more confident US consumer. We are hopeful that next year will be better and we can export our products in bigger quantities.

Our entire team at SVART takes this opportunity to thank you, our valued investors for keeping your faith in us during these formative but very crucial years. We shall go that extra mile to respect this faith and shall persevere to maximise your long term returns. Thank you once again.

REAL ESTATE:

The real estate industry outperformed estimates of a downfall in the Mumbai property market. We saw rentals grow9% to 11% at our property and we feel this trend should continue for financial year 2012-13 as well.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co- operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, Swasti Vinayaka Art And

J.R. Boricha Marg, Lower Parel, Heritage Corporation Limited

Mumbai - 400 011.

Date: May 26, 2012 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rs In Lacs)

SR. 12 MONTHS ENDED 15 MONTHS ENDED

PARTICULARS NO. 31.03.2011 31.03.2010

1. Net Sales/Income 954.76 916.73

2. Total Expenditure

i) Cost of goods sold 139.13 108.70

ii) Staff Cost 56.46 57.56

iii) Depreciation 68.32 21.50

iv) Other Expenditure 318.06 355.69

Total 581.97 543.45

3. Interest 160.95 180.11

4. Profit Before Tax 211.84 193.17

5. Provision for Taxation

i) Current Tax 79.40 67.21

ii) Deferred Tax (11.50) 0.36

iii) Fringe Benefit Tax - 0.70

6. Profit After Tax 143.94 124.90

7. Excess/(Short) Provision for Tax

of earlier years (2.71) 2.74

8. Net Profit 141.23 127.64

9. Balance carried from previous year 0.92 2.78

10 Amount available for Appropriation 142.15 130.42

11. Appropriantion:

Proposed Dividend 80.00 100.00

Dividend Distribution Tax 13.29 17.00

Transferred to General Reserve 27.50 12.50

12 Balance carried to Balance Sheet 21.36 0.92

DIVIDEND

We are pleased to announce that the Board of Directors has recommended dividend of ` 0.20 per equity share of ` 1/- each (i.e. 20%) aggregating ` 80 lacs (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2011.

OPERATIONS:

During the period under review the profit after tax (PAT) stood at ` 143.94 Lacs (Previous Year ` 124.90), an increase of 44.05% on annualized basis as compared to last year. Encouraged by the above results the Board has decided to recommend, rate of Dividend at 20% for the Financial Year ended 31st March, 2011.

DIRECTORS:

Mr. Piyush Shah and Mr. Nirmal Jain retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mrs. Shilpa Poddar resigned as director in the Company. The Board place on record its appreciation for the services rendered during her tenure as director in the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profit of the Company for the year.

iii. 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.

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

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under Section 58A of the Companies Act, 1956.

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

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

Form C: Disclosure of particulars with respect to foreign exchange earnings and outgo.

12 Months Ended 15 Months Ended

31.3.2011 31.03.2010

Foreign Exchange Earned 7,00,400 8,74,877

Foreign Exchange Used 18,69,000 27,47,515

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuing meeting and being eligible offers themselves for re-appointment.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-Section (1) of Section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your Company is attached to this report.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys Shares are being traded. The Company has paid Listing Fees for the year 2010-11.

CORPORATE GOVERNANCE:

Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

1. GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:

All the three product categories have performed reasonably well this year and with the emphasis on building the Brand Equity we are confident of a good performance in the current year. Also we should see a good growth in Exports since the acceptance of our gemstone carvings in TUCSON, USA was very good this year.

Our entire team at SVART takes this opportunity to thank you, our valued investors for keeping their faith in us during these formative but very crucial years. We shall go that extra mile to respect this faith and shall persevere to maximise your long term returns. Thank you once again.

2. REAL ESTATE:

According to industry estimates, the real estate industry in Mumbai has been growing at 25 per cent CAGR (compound annual growth rate). Real Estate continues to be in high demand in Mumbai and suburbs of Mumbai we feel our premises will enjoy good occupancy and increased revenues and profit in the years to come.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: For and on behalf of the Board

303, Tantia Jogani Industrial Estate, Swasti Vinayaka Art And

J. R. Boricha Marg, Lower Parel, Heritage Corporation Ltd.

Mumbai - 400 011.

Date: May 20, 2011 Ramprasad Poddar

Place: Mumbai Chairman

 
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