Mar 31, 2023
The Directors take pleasure in presenting the 41st Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS
Rs (In Lacs) |
||||||||
Particulars |
Standalone |
Consolidated |
||||||
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|||||
Profit/(Loss) before interest, depreciation and taxation |
854.84 |
1744.59 |
4562.38 |
30410.55 |
||||
Less: Interest |
1069.35 |
881.43 |
17775.69 |
14650.53 |
||||
Depreciation/Amortization/ Impairment |
735.00 |
735.04 |
9852.18 |
8574.08 |
||||
Provision for Taxation-current/earlier years |
128.40 |
(2.40) |
129.05 |
7.23 |
||||
1932.74 |
1614.07 |
27756.92 |
23231.84 |
|||||
Add : provisions written back |
||||||||
Net Profit /(Loss) after Tax |
(1077.90) |
130.52 |
(23194.54) |
7178.71 |
||||
Add: Balance in Profit & Loss Account |
2114.68 |
2022.11 |
(12164.05) |
27024.29 |
||||
Less: Transferred to Reserve Fund (IND AS Effect and others) |
(6198.92) |
(46329.10) |
||||||
Total |
1036.78 |
2152.63 |
(41557.51) |
(12126.10) |
||||
Appropriations |
||||||||
Interim Dividend |
37.95 |
37.95 |
||||||
Final Dividend |
- |
- |
- |
|||||
Dividend Tax |
- |
- |
- |
|||||
Balance carried forward |
1036.78 |
2114.68 |
(41557.51) |
(12164.05) |
||||
Total |
1036.78 |
2114.68 |
(41557.51) |
(12164.05) |
2. FINANCIAL PERFORMANCE Standalone Results:
For the period under review (FY 2022 -23), the turnover of the Company was Rs.59.56 Crores as against Rs. 119.42 Crores in the previous Financial Year. The Net loss after tax was Rs 9.60 Crore as against net profit Rs. 1.27 Crores in the previous financial year
For the period under review (FY 2022-23),the turnover of the company was Rs. 952.99 Crores as against Rs. 1778.38 Crores in the previous Financial Year. The Net loss after tax was Rs 233 Crore as against net profit Rs. 71.36 Crores in the previous financial year
3. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standard (''IND AS") from 1 April, 2017. The financial statement of the Company for the financial year 2022-23 have been prepared in accordance with Ind As, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
During the year, the Board of Directors does not declare any Dividend .
5. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz:
https://www.svpglobal.co.in/REPORTS/corporate%20govern
ance/Dividend-Distribution-Policy.pdf
During the financial year, there was no amount proposed to transfer to the Reserves.
The Book value of the unquoted investments for the year under review is Rs. 96,85,59,780/-
8. SHARE CAPITALAuthorised Capital
The Authorised Capital of the Company as on 31.03.2023 was Rs. 21.25 Crores. During the year under review, the Company has not increased its Authorised Capital.
The paid up Equity Share Capital as on March 31, 2023 was Rs. 12.65 Crores. During the year under review, the Company has not increased its paid up capital.
9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.
As on March 31, 2023, the Company has Six (5) Directors consisting of Four (3) Independent Directors, One (1) NonExecutive Director and One (1) Executive Director.
In terms of Section 2(51) and Section 203 of the Companies Act, the following are the Key Managerial Personnel (KMP) of the Company:
⢠Mr. Benitto Kumar Nadar - Chief Financial Officer Appointed w.e.f 20.07.2023
⢠Mrs. Urmi Chhapariya - - Company Secretary and Compliance Officer : Appointed w.e.f 14.08.2023
⢠Mr. O.P Gulia - Chief Executive Officer
Appointment/Resignations from the Board of Directors & Key Managerial Personnel
During the year under review Ms. Reema Shah has appointed as Independent Woman Director of the Company
During the year under review Mrs. Preeti Sharma has appointed as Company Secretary and Compliance officer of the Company
During the year under review Mr. Niraj Lahoti has resigned from Independent Directorship of the Company.
During the year under review Mr. Diwakara Rao Akkala has resigned from CFO.
Your Company''s Board is represented by One Woman Director Ms. Reema Shah till July 01, 2023 and thereafter board appointed Mrs. Prima Denish Parmar w.e.f. 20.10.2023
Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Praveen Shelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Director''s individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. 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 judgement, 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 non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
A separate meeting of Independent Directors was convened on 28th March, 2023, to discuss the following :
(i) Review the performance of Non-Independent Directors and the Board as a whole;
(ii) Review the performance of the Chairman of the Company, taking in to account the views of Executive Directors and Non-Executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role,
rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company''s vision, core values, ethics and corporate governance practices.
Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.svpglobal.co.in
12. NUMBER OF BOARD MEETINGS HELD
During the year under review, Five Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
13. AUDITORSa) Statutory Auditors
The Company has appointed M/s. ADV & Associates, (FRN: 128045W) Chartered Accountant as a statutory auditor of the Company from F.Y. 2021 - 22 to 2026 - 27. M/s. ADV & Associates, (FRN: 128045W) Chartered Accountant have resigned w.e.f. 14th November, 2023 as Statutory Auditors of the Company which has caused casual vacancy in the office of statutory auditors of the company and to fill such casual vacancy, the Board of Directors of the Company in their meeting held on November 14, 2023 appointed M/s Joshi & Shah, Chartered Accountants, (FRN: 144627W), as the Auditors of the Company subject to approval of shareholders upto the 41st Annual general Meeting of the Company. Your board has recommended the appointment of M/s Joshi & Shah, Chartered Accountants as statutory auditor for the F.Y. 2023-24. Further your board has recommended to appoint M/s Joshi & Shah, Chartered Accountants, (FRN: 144627W) M/s as a statutory auditor of the Company for Four (4) year from F.Y.2024-25 to F.Y. 2027-78.
M/s. M. Goyal & Co., Cost Accountants (Registration No. 000051) were appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to products for the Financial Year commencing on 01.04.2022 and ending on 31.03.2023 at a Remuneration plus Service tax & reimbursement of out of pocket expenses as mutually agreed.
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company for the year ended 31st March, 2023. The Secretarial Audit Report is annexed herewith as Annexure - I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
M/s. BM Gattani & Co Chartered Accountants (FRN: 113536W) performs the duties of Internal Auditor of the Company and their report is reviewed by the audit committee from time to time.
The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification and adverse remark for the financial year under review.
The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.
16. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS
The Company has given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013 within the limit. The particulars of loan, guarantees or Investments have been disclosed in the Standalone Financial Statement.
17. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) read section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended March 31, 2023; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year ended March 31, 2023, on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively ; and
f) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value. A separate report on Corporate Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the Company regularly submits the Quarterly Corporate Governance Compliance Report to the BSE and NSE.
The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Board''s Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee.
All the transactions with related parties are in the ordinary course of business and on arm''s length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure III. Suitable disclosure as required by the IND Accounting Standard (IND AS 24) has been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.svpglobal.co.in . None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
21. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the Company in any manner as stipulated under Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. Necessary Declarations have been obtained
from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.
22. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future.
23. MATERIAL CHANGES OR COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are authorized, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business.
25. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR
The Company has 7 direct and indirect subsidiaries.
A report on the performance and financial position of subsidiary companies as per Companies Act, 2013 is provided in Annexure - IV
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) rules , 2014, are given in the Annexure V forming part of this reports.
There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the Company and can be accessed at svpglobal.co.in
Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.
30. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of Business during the year ended 31st March, 2023.
All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.
32. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the SEBI (LODR) 2015, the Management Discussion and Analysis Report titled as Management Report for the year under review is presented as Annexure-VI of the Annual Report.
34. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Shravan A. Gupta & Associates, Practicing Company Secretaries, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure VII
35. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT
As on 31st March 2023, the Company is not falling under top 1000 companies as per market capitalization, therefore the regulation relating to the Business Responsibility & Sustainability Report (BRSR) is not applicable to the company.
The well-disciplined workforce which has served the Company for decades in the Company''s major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve
performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.
Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company.
The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.
38. NOMINATION & REMUNERATION POLICY
The Company''s Remuneration Policy has been disclosed on the website of the Company i.e. https://www.svpglobal.co.in/pdf/corporategovernance/no mination-&-remuneration-policy.pdf.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)
The Company maintains a website www.svpglobal.co.in where detailed information of the Company and its products are provided.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company''s website www.svpglobal.co.in. The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and
inparticulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with code.
42. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment
The following is a summary of sexual harassment complaints received and disposed off during the year.
⢠No. of complaints received. - NIL
⢠No. of complaints disposed off - Not Applicable.
There was no case of sexual harassment reported during the year under review.
43. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the Company has reviewed the carrying amount of its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date.
44. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. This will also be available for inspection by the shareholders at the registered office during the business hours. The audited consolidated financial statement is provided in the Annual Report.
The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fee for the year 2022-23 has already been paid to BSE and NSE
The Company complies with all applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.
47. REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the Auditors i.e. Statutory Auditors, Cost Auditors or Secretarial Auditors have reported, to the Audit Committee or the Board, under Section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
48. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of the financial year under review.
49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not entered into any one-time settlement and therefore the disclosure in this regard is not applicable.
Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company''s wellbeing.
Mar 31, 2021
Your Directors take pleasure in presenting the 39th Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021.
1. FINANCIAL RESULTS
Rs (In Lacs) |
||||||||
Particulars |
Standalone |
Consolidated |
||||||
2020-21 |
2019-20 |
2020-21 |
2019-20 |
|||||
Profit/(Loss) before interest, depreciation and taxation |
1660.35 |
1658.45 |
23444.75 |
26771.77 |
||||
Less: Interest |
809.84 |
878.07 |
12514.33 |
12922.24 |
||||
Depreciation/Amortization/ Impairment |
742.05 |
743.23 |
8401.99 |
8470.67 |
||||
Provision for Taxation- current/ earlier years |
32.96 |
17.64 |
168.91 |
|||||
1551.89 |
1654.26 |
20933.96 |
21561.82 |
|||||
Add : provisions written back |
||||||||
Net Profit /(Loss) after Tax |
108.46 |
4.19 |
2510.79 |
5209.95 |
||||
Add: Balance in Profit & Loss Account |
2006.90 |
2002.71 |
21281.25 |
16450.57 |
||||
Less: Transferred to Reserve Fund (IND AS Effect and others) |
3232.25 |
-379.26 |
||||||
Balance Carried Forward |
2022.11 |
2006.90 |
27024.29 |
21281.25 |
||||
Appropriations |
||||||||
Interim Dividend |
93.25 |
- |
- |
- |
||||
Final Dividend |
- |
- |
- |
- |
||||
Dividend Tax |
- |
- |
- |
- |
||||
Balance carried forward |
2022.11 |
2006.90 |
27024.29 |
21281.25 |
||||
Total |
2022.11 |
2006.90 |
27024.29 |
21281.25 |
2. FINANCIAL PERFORMANCE Standalone Results:
Your Company completed the Financial Year 2020-21 with a Gross Turnover of Rs. 1,04,08,93,196. Pre-tax and post-tax profits are Rs. 1.09 Crores and Rs. 1.09 Crores respectively.
The Gross Turnover of the Company for the Financial Year 2020-21 stood at Rs. 14,223,972,469. Pre-tax profit and post-tax profit stood at Rs. 25.03 Crores and Rs. 24.85 Crores respectively.
3. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standard (''IND AS") from 1 April, 2017. The financial statement of the Company for the financial year 2020-21 have been prepared in accordance with Ind As, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
During the year, the Board of Directors declared an Interim Dividend in their meeting dated 08th February, 2021 of 5 paise per equity share of face value of Rs. 1/- each representing 5% of paid-up capital for the financial year 2020-21 and the Board declared an interim dividend of 50 paise per preference share to the preference shareholders who holds 5% redeemable preference shares of face value of Rs. 10/- each for the financial year 2020-21.
The Directors have recommended a final dividend of 3 paise per share on the paid-up equity shares of the Company for the Financial Year ended March 31, 2021 which, if approved at the ensuing Annual General Meeting of the Company, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on the record date.
The aggregate gross amount of Interim Dividend Distributed is 85.46 Lakhs subject to TDS as applicable.
5. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz:
https://www.svpglobal.co.in/REPORTS/corporate%20gover
nance/Dividend-Distribution-Policy.pdf
During the financial year, there was no amount proposed to transfer to the Reserves.
The Book value of the unquoted investments for the year under review is Rs. 1,048,092,810.
8. SHARE CAPITALAuthorised Capital
The Authorised Capital of the Company as on 31.03.2021 was Rs. 21.25 Crores. During the year under review, the Company has increased its Authorised Capital from 19 Crores to 21.25 Crores.
The paid up Equity Share Capital as on March 31, 2021 was Rs. 12.65 Crores. During the year under review, the Company has not increased its paid up capital.
As on March 31, 2021, the Company has Six (6) Directors consisting of Four (4) Independent Directors, One (1) Non-Executive Director and One (1) Executive Director.
Appointment/Resignations from the Board of Directors
Mr. Jinesh Bharat Shah (DIN : 08847375) and Mr. Niraj Rajkumar Lahoti (DIN : 08034144) on the basis of the recommendation of the Board Nomination and Remuneration Committee, was appointed as an Additional Director and Independent Director on the Board of the Company with effect from 04th September, 2020 and subsequently approved by the shareholders at the thirty Eight Annual General Meeting held on 28th December, 2020 as an Independent Director for a period of five years from 04th September, 2020.
Your Company''s Board is represented by One Woman Directors Mrs. Bhagavati Kalpesh Donga.
Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Praveen Shelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Directorâs individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. 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 judgement, 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 non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company''s vision, core values, ethics and corporate governance practices.
Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.svpglobal.co.in
12. NUMBER OF BOARD MEETING HELD
During the year under review, Eight Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report annexed herewith as Annexure- II. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
13. DETAILS OF KEY MANAGERIAL PERSONNEL:
In terms of Section 2(51) and Section 203 of the Companies Act, the following are the Key Managerial Personnel (KMP) of the Company:
⢠Mr. Chirag Pittie - Whole Time Director
⢠Mr. Diwakara Rao Akkala - Chief Financial Officer
⢠Ms. Navita Sharma - Company Secretary and Compliance Officer
14. AUDITORS Statutory Auditors
At the Annual General Meeting held on 30.09.2016, M/s. Motilal & Associates, Chartered Accountant bearing Firm Registration No. 106584W were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2020-21. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required. Hence, the resolution to this item is not being included in the Notice to the AGM.
Further, there was no fraud in the Company, which was required to be reported by the statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.
M/s. M. Goyal & Co., Cost Accountants (Registration No. 000051) were appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to products for the Financial Year commencing on 01.04.2020 and ending on 31.03.2021 at a Remuneration plus Service tax & reimbursement of out of pocket expenses as mutually agreed.
The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditorâs reports do not
contain any reservation, qualification and adverse remark for the financial year under review.
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company for the year ended 31st March, 2021. The Secretarial Audit Report is annexed herewith as Annexure - I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
M/s. Vipul Meena Gharpure Chartered Accountants (FRN: 119714W) performs the duties of Internal Auditor of the Company and their report is reviewed by the audit committee from time to time.
The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.
19. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS
The Company has given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013 within the limit. The particulars of loan, guarantees or Investments have been disclosed in the Standalone Financial Statement.
20. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) read section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended March 31, 2021; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2021 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year ended March 31, 2021, on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively ; and
f) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value. A separate report on Corporate Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the Company regularly submits the Quarterly Corporate Governance Compliance Report to the BSE.
22. COMMITTEES Audit Committee
Audit Committee comprises of three members and two members including Chairman are Independent Directors. All transactions with related parties are on an arm''s length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a whistle blower policy for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected or is likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to Whole Time Director of the Company or to the Chairman of the Audit Committee in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Competent Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Competent Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the whistle blower policy are also available on the Company''s website www.svpglobal.co.in .
Nomination and Remuneration Committee
Nomination and Remuneration Committee comprises of three members of which two, including the Chairman of the Committee, are Independent Directors.
The Company''s Remuneration Policy is attached as ''Annexure-IN'' and forms a part of this Report.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of three members. Two members among them are Independent Directors including the Chairman. All the grievances of stakeholders are resolved by the Stakeholder Committee of the Board.
The Share Allotment Committee comprises of two members. One of them is Non- executive Director and another one is Executive Director.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises of three members. One of them is executive Director, another one of them is non-executive Director and another one of them is Independent Director.
Pursuant to amendment in Regulation 21 of Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee at board meeting held on 20.07.2021.
Risk Management Committee comprises of three members. One of them is executive Director, another one of them is non-executive Director and another one of them is Independent Director.
The scope and function of the Risk management Committee is in accordance with Regulation 21 of SEBI LODR regulations, 2015, which includes:
⢠To formulate a detailed risk management policy which shall include:
1. A framework for identification of internal and external
risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
2. Measures for risk mitigation including systems and
processes for internal control of identified risks.
3. Business continuity plan.
⢠To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
⢠To monitor and oversee implementation of the risk
management policy, including evaluating the adequacy of risk management systems;
⢠To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
⢠To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
23. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. For other details regarding the CSR Committee, please refer to the Annexure VIII of Corporate Governance Report, which is a part of this report. The said Committee has developed a Policy on CSR, which has been approved by the Board of Directors. The CSR Policy may be accessed on the Company''s website www.svpglobal.co.in
All the transactions with related parties are in the ordinary course of business and on arm''s length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure IV. Suitable disclosure as required by the IND Accounting Standard (IND AS 24) has been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.svpglobal.co.in . None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
25. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the Company in any manner as stipulated under Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. Necessary Declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.
26. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future.
27. MATERIAL CHANGES OR COMMITMENTS
There are no material changes or commitments that took place after the closure of FY 2020-21 till date which will have any material or significant impact on the financials of the Company.
28. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are authorized, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business.
29. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR
The Company has 7 direct and indirect subsidiaries.
A report on the performance and financial position of subsidiary companies as per Companies Act, 2013 is provided in Annexure - V
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) rules , 2014, are given in the Annexure VI forming part of this reports.
There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
The details forming part of the Annual Return in form MGT-9 is annexed herewith as Annexure - IX
Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.
34. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of Business during the year ended 31st March, 2021.
The Company is enjoying credit facilities of Rs. 25.00 Crs. From Indian Bank, Rs. 55.00 Crs. From RIICO, Rs. 10.00 Crs. From Indusind Bank , Rs. 2.5 Crs. From Indian Bank and Rs. 4.97 Crs From Indian Bank.
All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the SEBI (LODR) 2015, the Management Discussion and Analysis Report titled as Management Report for the year under review is presented as Annexure-IX of the Annual Report.
38. BUSINESS RESPONSIBILTY REPORT
The Company is also providing business responsibility Report as stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describes about the initiatives taken by the Company from an environmental, social and governance perspective. The BRR Report is attached as Annexure-X.
The well-disciplined workforce which has served the Company for decades in the Companyâs major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.
Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company.
The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.
41. NOMINATION & REMUNERATION POLICY
The Company''s Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
42. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)
The Company maintains a website www.svpglobal.co.in where detailed information of the Company and its products are provided.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Companyâs website www.svpglobal.co.in. The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with code.
45. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year.
⢠No. of complaints received. - NIL
⢠No. of complaints disposed off - Not Applicable.
There was no case of sexual harassment reported during the year under review.
46. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the Company has reviewed the carrying amount of its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date.
47. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. This will also be available for inspection by the shareholders at the registered office during the business hours. The audited consolidated financial statement is provided in the Annual Report.
The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the Company was listed on National Stock Exchange of India Limited (NSE) on July 14,2021. The listing fee for the year 2020-21 has already been paid to BSE.
The Directors state that applicable Secretarial Standards, i.e. SS-1 & SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively have been duly followed by the Company.
The credit rating assigned by Brickwork was "BBB-" rating for the Long term and "A3" for Short term , which indicates "stable" outlook.
During the year under review, the Company has amend capital clause of MOA of the Company by increasing its Authorised Share Capital from 19 Crores to 21.25 Crores
Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company''s wellbeing.
For and on behalf of the Board of Directors For SVP Global Ventures LimitedSd/- Sd/-CHIRAG PITTIE PRAVEEN SHELLEY
(Whole Time Director) (Director)
Date: 29.06.2021 Place: Mumbai Registered Office
97, Maker Tower F, Cuffe Parade, Mumbai - 400 005
Mar 31, 2018
The Members of
SVP GLOBAL VENTURES LIMITED
The Directors take pleasure in presenting the 36th Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2018.
1. FINANCIAL RESULTS
Rs (In Lacs)
Particulars |
Standalone |
Consolidated |
||||||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|||||
Profit/(Loss) before interest, depreciation and taxation |
2837.60 |
174.29 |
27331.68 |
13598.99 |
||||
Less: Interest |
922.61 |
47.85 |
13088.48 |
8358.43 |
||||
Depreciation/Amortization/ Impairment |
899.22 |
108.48 |
7439.92 |
3333.26 |
||||
Provision for Taxation- current/ earlier years |
0.30 |
0.32 |
64.14 |
146.22 |
||||
1822.13 |
156.65 |
- |
20592.54 |
- |
11837.91 |
|||
Add : provisions written back |
- |
- |
||||||
Net Profit /(Loss) after Tax |
1015.47 |
17.64 |
6739.14 |
1761.08 |
||||
Add: Balance in Profit & Loss Account |
92.28 |
74.65 |
5219.22 |
3458.14 |
||||
Less: Transferred to Reserve Fund (IND AS Effect and others) |
163.74 |
|||||||
Balance Carried Forward |
1107.75 |
92.29 |
11794.62 |
5219.22 |
||||
Appropriations |
||||||||
Interim Dividend |
- |
- |
- |
- |
||||
Final Dividend |
- |
- |
- |
- |
||||
Dividend Tax |
- |
- |
- |
- |
||||
Balance carried forward |
1107.75 |
92.29 |
11794.62 |
5219.22 |
||||
Total |
1107.75 |
92.29 |
11794.62 |
5219.22 |
2. FINANCIAL PERFORMANCE Standalone Results:
Your Company completed the Financial Year 2017 - 18 with a Gross Turnover of Rs. 154.02 Crores. Pre-tax and post-tax profits are Rs. 1015.77 Lacs and Rs. 1015.47 Lacs respectively marking an increment of 56 times over previous year.
Consolidated Results:
The Gross Turnover of the Company for the Financial Year 2017-18 stood at Rs. 2543.17 Crores. Pre-tax profit and post-tax profit stood at Rs. 68.03 Crores and Rs. 67.39 Crores respectively marking an increment of 259.62% and 285.84% respectively.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March, 2018.
4. INVESTMENTS
The Book value of the unquoted investments for the year under review is Rs. 1,030,793,400 (previous year Rs. 1,030,891,400).
5. SHARE CAPITAL Authorised Capital
The Authorised Capital of the Company as on 31.03.2018 was Rs. 19.00 Crores. During the year under review, the Company has not increased its Authorised Capital.
Paid-up Capital
The paid up Equity Share Capital as on March 31, 2018 was Rs. 18.65 Cores. During the year under review, the Company has not increased its paid up capital.
6. BOARD OF DIRECTORS Appointment of Independent Director
At a board meeting held on 10.04.2017 the Board had appointed Ms. Bhumika Ramesh Ruparelia (DIN: 07785779) as an Additional Director in the category of Independent Director under the Companies Act, 2013 for five consecutive years i.e., from 10th April, 2017 to 09th April, 2022.
All Independent Director have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (LODR) 2015.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Praveen Shelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.
During the period under review, Ms. Zeenat Mohammad Amin Sayana (DIN: 07115313) (Independent Director) resigned from the Board, and the said resignation of Director was approved by the Board in their meeting held on 01.04.2017. The Board places on record her appreciation and gratitude for her guidance and contribution during her association with the Company.
7. BOARD EVALUTION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Directorâs individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Boardâs functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. 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 judgment, 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 non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
8. NUMBER OF BOARD MEETING HELD
During the year under review, Eight Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report annexed herewith as Annexure- II. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
9. CHANGES IN KEY MANAGERIAL PERSONNEL:
During the year under review, following changes has been made in the key managerial personnel
- Mr. Narendra Kumar Jain has been resigned as Chief Finance Officer w.e.f 10th April, 2017
- Mr. Diwakara Rao Akkala appointed as Chief Finance Officer w.e.f 10th April, 2017
- Ms. Prachi Saxena appointed as Company Secretary and Compliance Officer w.e.f 10th April, 2017
10. AUDITORS Statutory Auditors
At the previous Annual General Meeting held on 30.09.2016, M/s. Motilal & Associates, Chartered Accountant bearing Firm Registration No. 106584W were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2020-21 subject to ratification of the appointment at every Annual General Meeting. Accordingly, the appointment of M/s. Motilal & Associates, Chartered Accountants, as statutory auditors of the Company, will be placed for ratification by the shareholders in the ensuing AGM. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
Further, there was no fraud in the Company, which was required to be reported by the statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.
11. AUDIT OBSERVATIONS
The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditorâs reports do not contain any reservation, qualification and adverse remark for the financial year under review.
12. SECRETARIAL AUDITORS
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is annexed herewith as Annexure - I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
13. INTERNAL AUDITORS
M/s. KSPM & Associates, Chartered Accountants (FRN: 104723W) performs the duties of Internal Auditor of the Company and their report is reviewed by the audit committee from time to time.
14. FIXED DEPOSIT
The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.
15. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS
The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Hence reporting under this section is not applicable. The particulars of Investments have been disclosed in the Standalone Financial Statement.
16. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) read section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended March 31, 2018; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year ended March 31, 2018, on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively ; and
f) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
17. CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholdersâ value. A separate report on Corporate Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the Company regularly submits the Quarterly Corporate Governance Compliance Report to the BSE.
18. COMMITTEES
Audit Committee
Audit Committee comprises of three members and two members including Chairman are Independent Directors. All transactions with related parties are on an armâs length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a whistle blower policy for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Companyâs policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected or is likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to the Managing Director of the Company or to the Chairman of the Audit Committee in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Competent Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Competent Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the whistle blower policy are also available on the Companyâs website www.svpglobal.co.in.
Nomination and Remuneration Committee
Nomination and Remuneration Committee comprises of three members of which two, including the Chairman of the Committee, are Independent Directors.
The Companyâs Remuneration Policy is attached as âAnnexure-IIIâ and forms a part of this Report.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of three members. Two members among them are Independent Directors including the Chairman. All the grievances of stakeholders are resolved by the Stakeholder Committee of the Board.
Share Allotment Committee
The Share Allotment Committee comprises of two members. One of them is Non- executive Director and another one is Executive Director.
19. CORPORATE SOCIAL RESPONSIBILITY
Your Company is not required to spend any amount on CSR Activities during the year under review as on the last audited balance sheet as at 31.03.2017 neither the net worth exceeds Rs. 500 crore nor the turnover exceeds Rs. 1000 crore nor the net profit exceeds Rs. 5 crore. Hence the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.
20. RELATED PARTY TRANSACTION
All the transactions with related parties are in the ordinary course of business and on armâs length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure IV. Suitable disclosure as required by the Accounting Standard (AS18) has been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board has been uploaded on the Companyâs website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
21. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the Company in any manner as stipulated under Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. Necessary Declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.
22. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2018 and till the date of this Report.
23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are authorized, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business.
24. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR
The Company has 9 direct and indirect subsidiaries.
A report on the performance and financial position of subsidiary companies as per Companies Act, 2013 is provided in Annexure - V
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies(Accounts) rules , 2014, are given in the Annexure VI forming part of this reports.
26. PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
27. EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT9 is annexed herewith as Annexure -VII
28. DEMATERIALIZATION
Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.
29. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of Business during the year ended 31st March, 2018.
30. CREDIT FACILITIES
The Company is enjoying credit facilities of Rs. 25.00 Crs. From Indian Bank, Rs. 55.00 Crs. From RIICO and Rs. 25.00 Crs. From Hero Fincorp Limited.
31. INSURANCE
All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the SEBI (LODR) 2015, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.
33. HUMAN RESOURCES
The well-disciplined workforce which has served the Company for decades in the Companyâs major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.
34. BUSINESS RISK MANAGEMENT
Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company.
The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.
35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)
36. WEBSITE OF THE COMPANY
The Company maintains a website www.svpglobal.co.in where detailed information of the Company and its products are provided.
37. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Companyâs website www.svpglobal.co.in. The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with code.
38. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year.
- No. of complaints received. - NIL
- No. of complaints disposed off - Not Applicable.
There was no case of sexual harassment reported during the year under review.
39. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
In compliance with Accounting Standard AS-28 relating to âImpairment of Assetsâ, the Company has reviewed the carrying amount of its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date.
40. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. This will also be available for inspection by the shareholders at the registered office during the business hours. The audited consolidated financial statement is provided in the Annual Report.
41. ACKNOWLEDGEMENTS:
Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Companyâs wellbeing.
For and on behalf of the Board of Directors
For SVP Global Ventures Limited
Sd/- Sd/-
CHIRAG PITTIE PRAVEEN SHELLEY
(Managing Director) (Director)
DIN: 00117368 DIN:01922237
Date: May 30, 2018
Place: Mumbai.
Registered Office
97, Maker Tower âFâ, Cuffe Parade, Mumbai - 400 005
Mar 31, 2016
The Members of
SVP GLOBAL VENTURES LIMITED
The Directors take pleasure in presenting the Thirty Forth Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2016.
1. FINANCIAL RESULTS
Rs (In Lacs)
Particulars |
Standalone |
Consolidated |
||||
2015-16 |
2014-15 |
2015-16 |
||||
Profit/(Loss) before interest, depreciation and taxation |
26.04 |
43.12 |
1596.80 |
|||
Less: Interest |
- |
- |
- |
|||
Depreciation/Amortization/ Impairment |
11.10 |
13.76 |
442.15 |
|||
Provision for Taxation- current/ earlier years |
8.19 |
10.63 |
275.32 |
|||
19.29 |
24.39 |
717.47 |
||||
Add : provisions written back |
- |
- |
- |
|||
Net Profit /(Loss) after Tax |
6.75 |
18.73 |
879.33 |
|||
Add: Balance in Profit & Loss Account |
67.90 |
49.17 |
2578.82 |
|||
Less: Transferred to Reserve Fund |
- |
- |
- |
|||
Balance Carried Forward |
74.65 |
67.90 |
3458.14 |
|||
Appropriations |
||||||
Interim Dividend |
- |
- |
- |
|||
Final Dividend |
- |
- |
- |
|||
Dividend Tax |
- |
- |
- |
|||
Balance carried forward |
74.65 |
67.90 |
3458.14 |
|||
Total |
74.65 |
67.90 |
3458.14 |
2. FINANCIAL PERFORMANCE Standalone Results:
The Gross Turnover of the Company for the Financial Year 2015-16 stood at Rs. 17.02 Crores marking a decline of 54.27% from the last financial year. Pre-tax and post-tax profits are Rs. 14.94 Lacs and Rs. 6.75 Lacs respectively marking a decline of 49.13% and 63.97% respectively.
Consolidated Results:
The Gross Turnover of the Company for the Financial Year 2015-16 stood at Rs. 1784.13 Crores. Pre-tax profit and post-tax profit stood at Rs. 11.55 Crores and Rs. 8.79 Crores respectively.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March, 2016.
4. INVESTMENTS
The Book value of the unquoted investments for the year under review is Rs. 1,03,08,91,400 (previous year Rs. 2,902,600).
5. SHARE CAPITAL Authorized Capital
The Authorized Capital of the Company as on 31.03.2016 was Rs. 19.00 Crores. During the year under review, the Company has increase Authorized Capital from Rs. 15.00 Crores to Rs. 19.00 Crores.
Paid-up Capital
The paid up Equity Share Capital as on March 31, 2016 was Rs. 18.65 Cores. During the year under review, the Company has issued 600000 5% Redeemable Preference shares of Rs. 10 each at a premium of Rs. 140 per share (i.e. at a price of Rs. 150 per share to promoters and promoter group.
6. BOARD OF DIRECTORS Appointment of Independent Directors
At a board meeting held on 15.01.2016 the Board had appointed Mr. Veera Subba Reddy ( DIN : 00353530) as an Additional Director in the category of Independent Director under the Companies Act, 2013 for a term of 5 consecutive years up to conclusion of 38th Annual General Meeting.
All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (LODR) 2015.
The requisite Resolution for the appointment of Mr. Veera Subba Reddy (DIN: 00353530) as an Independent Director is being proposed at the forthcoming Annual General Meeting for the approval of the Members.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Praveen Shelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.
7. BOARD EVALUTION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Director''s individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. 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 judgment, 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 non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
8. NUMBER OF BOARD MEETING HELD
During the year under review, Nine Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report annexed herewith as Annexure- II. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
9. CHANGES IN KEY MANAGERIAL PERSONNEL:
In view of the retirement of Ms. Shubhangi Thool on 28th March, 2016 from the services of the Company, she has ceased to be the Company Secretary and Compliance Officer of the Company. With effect from 07th April, 2016, Ms. Roopsi Sharma has been designated as Company Secretary and Compliance Officer of the Company and In view of the resignation of Mr. Santosh Gupta as Chief Financial Officer of the Company as on 06th May, 2016, Mr. Narendra Kumar Jain has been designated as the Chief Financial Officer of the Company with effect from 06th May, 2016
1. Mr. Narendra Kumar Jain - Chief Financial Officer W.e.f. May 06, 2016
2. Ms. Roopsi Sharma - Company Secretary and Compliance Officer W.e.f. April 07, 2016
10. AUDITORS Statutory Auditors
M/s. Shah Parmar & Mehta (Formerly known as Sanjay Shah & Co.) (Firm Registration No. 141689W) Chartered Accountants, Mumbai who are to retire at the conclusion of the forthcoming Annual General Meeting have offered themselves for re-appointment as Auditors of the Company. The Board recommends the appointment of M/s. Shah Parmar & Mehta, Chartered Accountants as the Statutory Auditor of the Company for a term of 5 years from the conclusion of forthcoming Annual General Meeting of the Company subject to ratification by the shareholders every year. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Auditors of the Company.
11. AUDIT OBSERVATIONS
The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification and adverse remark for the financial year under review.
12. SECRETARIAL AUDITORS
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith as Annexure - I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
13. INTERNAL AUDITORS
Mr. Praveen Sharma (ACA No. 422058) Chartered Accountant performs the duties of Internal Auditor of the Company and their report is reviewed by the audit committee from time to time.
14. FIXED DEPOSIT
The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.
15. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS
The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Hence reporting under this section is not applicable. The particulars of Investments have been disclosed in the Standalone Financial Statement.
16. ECONOMIC SCENARIO AND OUTLOOK
India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2015-16, the Indian economy will continue to grow more than 7 per cent in 2016-17.
The improvement in India''s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI''s inflation focus supported by benign global commodity prices. According to IMF World Economic Outlook Update (January 2016), Indian economy is expected to grow at 7-7.75 per cent during FY 2016-17, despite the uncertainties in the global market.
The steps taken by the government in recent times have shown positive results as India''s gross domestic product (GDP) at factor cost at constant (2011-12) prices 201516 is Rs 113.5 trillion (US$ 1.668 trillion), as against Rs 105.5 trillion (US$ 1.55 trillion) in 2014-15, registering a growth rate of 7.6 per cent.
All these factors are good for the Indian textile industry in a long run. India is announced as the world''s second largest exporter of textiles and clothing in the world. The
Indian textiles and apparel industry is expected to grow to a size of US$ 223 billion by 2021. This industry accounts for almost 24% of the world''s spindle capacity and 8% of global rotor capacity. Abundant availability of raw materials such as cotton, wool, silk and jute as well as skilled workforce have made the country a sourcing hub
17. DIRECTORS'' RESPONSIBILITY STA TEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) read section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2016 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year ended March 31, 2016, on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively ; and
f) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
18. CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value. A separate report on Corporate Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the
Company regularly submits the Quarterly Corporate Governance Compliance Report to the BSE.
19. COMMITTEES Audit Committee
Audit Committee comprises of three members and two members including Chairman are Independent Directors. All transactions with related parties are on an arm''s length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a whistle blower policy for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected or is likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to the Managing Director of the Company or to the Chairman of the Audit Committee in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Competent Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Competent Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the whistle blower policy are also available on the Company''s website www.svpglobal.co.in.
Nomination and Remuneration Committee
Nomination and Remuneration Committee comprises of three members of which two, including the Chairman of the Committee, are Independent Directors.
The Company''s Remuneration Policy is attached as ''Annexure-III'' and forms a part of this Report.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of three members. Two members among them are Independent Directors including the Chairman. All the grievances of stakeholders are resolved by the Stakeholder Committee of the Board.
Share Allotment Committee
The Share Allotment Committee comprises of two members. One of them is Non- executive Director and another one is Executive Director. All the allotment of shares are done after the approval of Share Allotment Committee via Meetings duly held.
20. CORPORATE SOCIAL RESPONSIBILITY
Your Company is not required to spend any amount on CSR Activities during the year under review as on the last audited balance sheet as at 31.03.2015 neither the net worth exceeds Rs. 500 crore nor the turnover exceeds Rs. 1000 crore nor the net profit exceeds Rs. 5 crore. Hence the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.
21. RELATED PARTY TRANSACTION
All the transactions with related parties are in the ordinary course of business and on arm''s length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure IV. Suitable disclosure as required by the Accounting Standard (AS18) has been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Your attention is drawn to the Related Party disclosures set out in Note no. 3.5 of the Standalone Financial Statements.
22. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the Company in any manner as stipulated under Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. Necessary Declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.
23. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2016 and till the date of this Report.
24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business.
25. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR
The Company has 6 direct and indirect subsidiaries. During the year under review, Citron Infraprojects Limited became wholly owned subsidiary of the Company.
A report on the performance and financial position of subsidiary companies as per Companies Act, 2013 is provided in Annexure - V
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.
27. PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
28. EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT9 is annexed herewith as Annexure -VI
29. DEMATERIALIZATION
Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.
30. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of Business during the year ended 31st March, 2016.
31. CREDIT FACILITIES
The Company has not received any credit facilities from any Bank/financial Institutions during the last financial year i.e. 2015-16.
32. INSURANCE
All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the SEBI (LODR)
2015, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.
34. HUMAN RESOURCES
The well-disciplined workforce which has served the Company for decades in the Company''s major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.
35. BUSINESS RISK MANAGEMENT
Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company.
The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.
36. TRANSFER OF AMOUTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)
37. WEBSITE OF THE COMPANY
The Company maintains a website www.svpglobal.co.in where detailed information of the Company and its products are provided.
38. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company''s website www.svpglobal.co.in. The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with code.
39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year.
- No. of complaints received. - NIL
- No. of complaints disposed off - Not Applicable.
There was no case of sexual harassment reported during the year under review.
40. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the Company has reviewed the carrying amount of its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date.
41. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. This will also be available for inspection by the shareholders at the registered office during the business hours. The audited consolidated financial statement is provided in the Annual Report.
42. ACKNOWLEDGEMENTS:
Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company''s wellbeing.
For and on behalf of the Board of Directors
For SVP Global Ventures Limited
Sd/- Sd/-
ZEENAT SAYANA PRAVEEN SHELLEY
(Director) (Director)
DIN: 07115313 DIN:01922237
Date: May 30, 2016
Place: Mumbai.
Registered Office
97, Maker Tower ''F'', Cuffe Parade,
Mumbai - 400 005.
Mar 31, 2015
The Members of
SVP GLOBAL VENTURES LIMITED
The Directors are pleased to present herewith the 33rd Annual Report
together with the Audited Statement of Accounts for the year ended
March 31, 2015.
1. FINANCIAL RESULTS
(Rs. In Lacs)
2014-2015 2013-2014
Profit/(Loss) before interest, 43.12 21.10
depreciation and taxation
Less: Interest - 0.52
Depreciation/Amortisation/ 13.76 15.25
Impairment
Provision for Taxation
-current/ 10.63 1.78
earlier years
24.39 17.55
Add : provisions written back - 0.00
Net Profit /(Loss) after Tax 18.73 3.55
Add: Balance in Profit &
Loss Account 49.17 45.62
Less: Transferred to
Reserve Fund - -
Balance Carried Forward 67.90 49.17
Appropriations
Interim Dividend - -
Final Dividend - -
Dividend Tax - -
Balance carried forward 67.90 49.17
Total 67.90 49.17
2. FINANCIAL PERFORMANCE
Your Company completed the Financial Year 2014 Â 2015 with a
performance of Gross Turnover for the year increased by 585.68% to Rs.
3722 lacs. Pre-tax profit Increased by 451.46% to Rs. 29.37 lacs, while
Post-tax profit increased by 427.80% to Rs. 18.73 lacs. Earnings Per
Share for the year stands at Rs. 0.46.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended
31st March, 2015.
4. INVESTMENTS
The Book value of the unquoted investments for the year under review
was Rs. 2,902,600 (previous year Rs. 2,902,600).
5. SHARE CAPITAL
Authorised Capital
The Autorised Capital of the Company as on 31.03.2015 was Rs. 15.00
Crores. During the year under review, the Company has increase
Authorised Capital from Rs. 5.00 Crores to Rs. 15.00 Crores. Your
Company proposes to increase its Authorised Capital further to
accommodate issue of Preference Sharers as part of the restructuring
exercise for which necessary approval of members is being sought at the
ensuing Annual General Meeting
Paid-up Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs. 12.65
Cores. During the year under review, the Company has issued 500000
equity shares of Rs. 10 each at a premium of Rs. 230 per share (i.e. at
a price of Rs. 240 per share to promoters and/or individuals and/or
HUFS and/or domestic Companies etc. and 1,13,85,000 new fully paid
equity shares of Rs. 10/- each as bonus shares in the ratio of 9 (Nine)
new equity share of Rs. 10/- each for every 1 (One) existing fully paid
equity share of Rs. 10/- each held (i.e. in a ratio of 9:1).
6. FIXED DEPOSIT
The Company has neither invited nor accepted any deposits from the
public during the period under review. Accordingly, there are no
unclaimed or unpaid deposits lying with the Company for the period
under review.
7. DEMATERIALIZATION
Your Company has connectivity with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable
the shareholders to trade and hold shares in an
electronic/dematerialized form. The shareholders are advised to take
benefits of dematerialization.
8. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of Business during the year ended
31st March, 2015.
9. CREDIT FACILITIES
The Company has not received any credit facilities from any
Bank/financial Institutions during the last financial year i.e 2014-15.
10. INSURANCE
All insurable assets of the Company including inventories, warehouse
premises etc. are adequately insured.
11. ECONOMIC SCENARIO AND OUTLOOK
India is set to become the world's fastest growing major economy by
2016 ahead of China, the International Monetary Fund (IMF) said in its
recent forecast. India is expected to grow at 6.3 percent in 2015, and
6.5 percent in 2016 by when it is likely to cross China's projected
growth rate, the IMF said the latest of its World Economic Outlook.
The government, engineering and economical rebounded with a slew of
reforms has unveiled a new statistical method to calculate the national
income with a broader framework that turned up a pleasant surprise ;
GDP in the past year 2013-2014 grew 609 percent instead of the earlier
4.7 percent.
The International Monetary Fund (IMF) and the World Bank in a joint
Report have forecasted that India will register a growth of 6.4 percent
in 2015, due to renewed confidence in the Market brought about by
series of economic reforms pursued by the government.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report titled as Management Report
is presented in a separate section of the Annual Report.
13. HUMAN RESOURCES
The well-disciplined workforce which has served the Company for four
decades like at very foundation of the Company's major achievement and
shall well continue for the years to come. Maintenance of a cordial and
supportive environment is a pre- requisite for the smooth functioning
of any organization. This requires the management and the employees to
fully understand and respect each other. On an ongoing basis the
management identifies and implements necessary measures to maintain a
positive climate and improve performance levels. The management has
always carried out systematic appraisal of performance and imparted
training at periodic intervals. The Company has always recognized
talent and has judiciously followed the principle of rewarding
performance.
14. BUSINESS RISK MANAGEMENT
Although the Company has long been followed the principle of risk
minimization as is the norm in every Industry, it has now become a
compulsion. Therefore, the Board of Members were informed about the
risk assessment and minimization procedures after which the Board
formally adopted step for framing, implementing and monitoring the risk
management plan for the Company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a proactive approach in reporting
evaluating and resolving risk associated with the business. In order to
achieve with the key objectives, the policy establishes a structured
and disciplined approach to Risk management, in order to guide
decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risk in accomplishing the growth plans of the
Company are imperative. The Common risk inter-alia are Regulations,
competitive, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorised use or disposition of its assets. All
the transactions are probably authorised, recorded and reported to the
Management. The Company is following all the applicable accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the Company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the Company. The Company continues to ensure proper
and adequate systems and procedure commensurate with its size and
nature of its business.
16. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There were no significance and material orders passed by regulators or
courts or tribunals impacting the going concern status and Company
operations in future. There were no material changes and commitments
affecting the financial position of the Company occurring between March
31, 2015 and till the date of this Report.
17. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE
YEAR
The Company has no subsidiaries, joint ventures or associated Companies
therefore disclosures in this regards are not provided in this report.
18. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the
Company in any manner as stipulated under section 149(6) of Companies
Act, 2015 and at the same time possess relevant expertise and
experience that are additive to the Board of the Company for delivering
higher growth and higher value.
19. RISK & MITIGATION
The Company has identified various risks faced by the Company from
different areas. As per the provision of the Companies Act, 2013 and
listing agreement, the, the Board had adopted a risks management policy
whereby a proper framework is set up. Appropriate structures are
present so that risks are inherently monitored and controlled. A
combination of policies and procedures attempts to counter risks as and
when they evolve.
20. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186
DETAILS
The Company has not given any loan or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. Hence reporting
under this section is not applicable.
21. TRANSFER OF AMOUTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF)
22. AWARDS
The Company has not received any Award / recognition during the
financial year 2014 Â 2015.
23. WEBSITE OF THE COMPANY
The Company maintain a website www.scenarioindia.com where detailed
information of the Company its products are provided.
24. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the Company. The Code has been
placed on the Company's website www.scenarioindia.com The Code lays
down the standard procedure business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particulars on matter relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and he Senior Management personnel have confirmed
compliance with code.
25. DISCLOSURE OF VARIOUS POLICIES
The Board has approved various policies in their meeting so that the
Committees work effectively and in accordance with the provisions as
stipulated in the Policies. Various policies as approved by the Board
are posted in the Website of the Company.
26. REMUNERATION POLICY
The Board has on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration policy is
posted in the Website of the Company.
27. RISK MANAGEMENT POLICY: [Section 134(3)(N)]
The Company has implemented Risk Management Policy and the Board of
Directors has prepared a comprehensive framework of risk management for
assessment of risks and to determine the response to these risks so as
to minimize their adverse impact on the organization. The policy as
approved by the Board of Directors is uploaded on the Company's
website.
28. VIGIL MEHANISM/WHISTLE BLOWER POLICY
The Company believes in conducting its business in a fair and
transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behaviour. The Company has established a
mechanism called "whistle blower policy" for employees to report to the
management concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct or ethics policy.
The objective of this policy is to build and strengthen a culture of
transparency and trust in the organization and to provide employees Â
officers and workmen with a framework / procedure for responsible and
secure reporting of improper activities (whistle blowing) and to
protect employees wishing to raise a concern about improper activity /
serious irregularities within the Company.
The policy is posted on the website of Company.
29. SEXUAL HARASSMENT POLICY
The Company has set up an Internal Complaints Committee for providing a
redressal mechanism pertaining to sexual harassment of women employees
at workplace.
There was no case of sexual harassment reported during the year under
review.
30. BOARD OF DIRECTORS
Appointment of Directors
Pursuant to the provision of the section 161(1) of the Companies Act,
2013 read with the Articles of Association of the Company, at a Board
meeting held on 31/03/2015 the board had appointed Mr. Praveen Shelley
(DIN: 01922237), as an Additional Director and he shall hold office up
to the date of this Annual general Meeting and being eligible to offer
herself for re-appointment as Director.
Appointment of Women- Independent Directors
At a board meeting held on 31.03.2015 the Board had appointed Ms.
Zeenat Mohammad Amin Sayana ( DIN : 07115313) as an Additional Director
in the category of Woman- Independent Director under the Companies Act,
2013 for 5 consecutive years for term upto conclusion of 37th Annual
general meeting.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and listing agreement.
The requisite Resolution for the appointment of Ms. Zeenat Mohammad
Amin Sayana ( DIN : 07115313) as an Independent Director is being
posted in the notice of the ensuing Annual General Meeting for the
approval of the Members.
Mr. Chirag Pittie (DIN: 00117368) Director of the Company, retire by
rotation and being eligible has offered himself for re- appointment.
During the period under review, Directors, Mr. Dillip Kumar Sahoo and
Mr. Sameer Kapoor resigned from the Board with effect from 31st March,
2015. The Board places on record their appreciation and gratitude for
their guidance and contribution during their association with the
Company.
31. BOARD EVALUTION
Pursuant to the provisions of the Companies Act, 2013, the board has
carried out an evaluation of every director's performance was carried
out. An evaluation sheet was give to each director wherein certain
criteria were set up for which rating are to be given.
32. DETAILS OF KEY MANAGERIAL PERSONNEL:
1. Mr. Santosh Gupta - Chief Financial Officer w.e.f. March 31, 2015
2. Ms. Shubhangi Thool - Company Secretary w.e.f. February 23, 2015
33. NUMBER OF BOARD MEETING HELD
The Board of Directors duly met 9 times during the financial year from
1st April, 2014 to 31st, March, 2015. The dates on which the meeting
were held are as follows :
28/05/2014, 31/05/2014, 31/07/2014, 05/09/2014, 31/10/2014, 20/01/2015,
31/01/2015, 11/03/2015 and 31/03/2015.
34. COMMITTEES Audit Committee
The Company having an audit committee comprising the following
directors :
Name Status Category
Ms. Zeenat Mohammad
Amin Sayana Chairman Non-Executive Independent Director
Mr. Chirag Pittie Member Executive Managing Director
Mr. Narendra Kumar
Mansingka Member Non-Executive Independent Director
Nomination & Remuneration Committee
The Company having a Nomination & Remuneration committee comprising the
following directors :
Name Status Category
Ms. Zeenat Mohammad
Amin Sayana Chairman Non-Executive Independent Director
Mr. Chirag Pittie Member Executive Managing Director
Mr. Narendra Kumar
Mansingka Member Non-Executive Independent Director
Shareholders/Investors' Grievance cum Share Transfer Committee
The Company having a Shareholders/Investors' Grievance cum Share
Transfer committee comprising the following directors :
Name Status Category
Ms. Zeenat Mohammad
Amin Sayana Chairman Non-Executive Independent Director
Mr. Chirag Pittie Member Executive Managing Director
Mr. Narendra Kumar
Mansingka Member Non-Executive Independent Director
Risk Management Committee
The Company having a Risk Management committee comprising the following
directors:
Name Status Category
Ms. Zeenat Mohammad Amin Chairman Non-Executive Independent Director
Sayana
Mr. Chirag Pittie Member Executive Managing Director
Mr. Narendra Kumar
Mansingka Member Non-Executive Independent Director
35. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 134(3)(c) read section 134(5)
of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended
March 31, 2015, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2015 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year
ended March 31, 2015, on a going concern basis.
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial control are
adequate and are operating effectively ; and
f) there is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating
effectively.
36. RELATED PARTY TRANSACTION
All the transactions with related parties are in the ordinary course of
business and on arm's length basis. The details of the transactions
entered into between the Company and the related parties are given in
AOC-2 to this report as Annexure I.
Your attention is drawn to the Related Party disclosures set out in
Note no. 3.5 of the Standalone Financial Statements.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
38. AUDIT OBSERVATIONS
The observation of the Auditors in their report read together with the
Notes to Accounts are self-explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation. The auditor's
reports do not contain any reservation, qualification and adverse
remark for the financial year under review.
39. AUDITORS
Statutory Auditors
M/s. Sanjay N. Shah & Co. (Firm Registration No. 124897W) Chartered
Accountants, Mumbai who are to retire at the conclusion of the
forthcoming Annual General Meeting have offered themselves for
re-appointment as Auditors of the Company. A written certificate of the
effect that their appointment, if made, would be within the prescribed
limits under section 139 of the Companies Act, 2013 has been obtained
by the Company from them.
40. SECRETARIAL AUDITORS
Pursuant to the provision of section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed Shravan A. Gupta and Associates
(CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake
the secretarial audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure - II
41. INTERNAL AUDITORS
Mr. Praveen Sharma (ACA No. 422058) Chartered Accountant performs the
duties of internal auditor of the Company and their report is reviewed
by the audit committee time to time.
42. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to Company having net worth
exceed Rs. 500 crore or more or turnover not exceeding Rs. 1000 crore
or net profit not exceeding Rs. 5 crore or more during any financial
year, as on the last day of the previous financial year. In this
connection, we wish to inform you that in respect of our Company as on
the last audited balance sheet as at 31.03.2014 neither the net worth
exceeds Rs. 500 crore or turnover exceeds Rs. 1000 crore or net profit
exceeding Rs. 5 crore. Hence the provisions of Companies Act, 2013
regarding Corporate Social Responsibility would not be applicable.
43. CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance
requirements during the period under review. Your Company lays strong
emphasis on transparency, disclosure and independent supervision to
increase various stakeholders' value. As required by Clause 49 of the
Listing Agreement with the BSE Limited (BSE), the reports on Management
Discussion and Analysis, Corporate Governance as well as the
Certificate regarding compliance of conditions of corporate governance,
are annexed and form an integral part of this report. Further, the
company regularly submits the quarterly corporate governance compliance
report to the BSE and also uploads the same on its website.
44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The Company has no activities relating to conservation of energy or
technology absorption. There is no foreign exchange earnings and outgo
during the year.
45. EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT9 is annexed
herewith as Annexure -III
46. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of Company is as follows :
The Companies has one Executive Director and due to financial
constraints being faced by the Company he has forgone remuneration.
Further no sitting fee has been paid to any director during the year.
The Particulars of the employees who are covered by the provisions
contained in Rule 5(2) and Rule 5(3) of Companies ( Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Managerial Personnel was in accordance
with remuneration policy adopted by the Company.
In terms of section 136 of the Companies Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding
the information on employees particulars which is available for
inspection by the members at the Registered Office of the Company
during business hours on working days of the Company up to date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Chief Financial
Officer in advance.
47. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
In compliance with Accounting Standard AS-28 relating to "Impairment of
Assets", the Company has reviewed the carrying amount of its fixed
assets as at the end of the year based on the strategic plans and such
valuation of the fixed assets of the Company on impairment of assets is
envisaged at the balance sheet date.
48. CAUTIONARY STATEMENT
The statement contained in the Board's Report at Management Discussion
and Analysis contain certain statement relating to the future and
therefore are forward looking within the meaning of applicable
securities, laws and regulation. Various factors such as economic
conditions, changes in government regulations tax, regime, other
statues, market forces and other associated and individual factors
however lead to variation in actual results. Readers are cautioned not
to place undue reliance on the forward looking statements.
49. ACKNOWLEDGEMENTS:
Your Directors would like to record their appreciation for the services
rendered by the members of the staff at all levels. They would also
like to express their gratefulness to the Companies Bankers,
Shareholders and their Customers for their co- operation and also for
the confidence reposed in the Company.
For and on behalf of the Board of Directors
For SVP Global Ventures Limited
Sd/- Sd/-
CHIRAG PITTIE PRAVEEN SHELLEY
(Managing Director) (Director)
DIN : 00117368 DIN : 01922237
Date : August 26, 2015
Place : Mumbai.
Registered Office
97, Maker Tower 'F', Cuffe Parade,
Mumbai  400 005.
Mar 31, 2014
The Members of
SVP GLOBAL VENTURES LIMITED
The Directors are pleased to present herewith the 32 Annual Report
together with the Audited Statement of Accounts for the year ended
March 31, 2014.
1. FINANCIAL RESULTS
(Rs. In Lacs)
2013-2014 2012-2013
Profit/(Loss) before interest, 21.10 19.63
depreciation and taxation
Less: Interest 0.52
Depreciation/Amortisation/ 15.25 14.86
Impairment
Provision for Taxation-current/ 1.78 2.47
earlier years
17.55 17.33
Add : provisions written back 0.00 0.00
Net Profit /(Loss) after Tax 3.55 2.30
Add: Balance in Profit & Loss Account 45.62 43.32
Less: Transferred to Reserve Fund - -
Balance Carried Forward 49.17 45.62
Appropriations
Interim Dividend - -
Final Dividend - -
Dividend Tax - -
Balance carried forward 49.17 45.62
Total 49.17 45.62
2. FINANCIAL PERFORMANCE
Your Company completed the Financial Year 2013 - 2014 with a
performance of Gross Turnover for the year decreased by 0.23% to Rs.
543 lacs. Pre-tax profit Increased by 11.73% to Rs. 5.33 lacs, while
Post-tax profit increased by 54.48% to Rs. 3.55 lacs. Earnings Per
Share for the year stands at Rs. 0.46.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended
31st March, 2014.
4. INVESTMENTS
The Book value of the unquoted investments for the year under review
was Rs. 2,901,600 (previous year Rs. 2,901,600).
5. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956 :
a) That in the preparation of the Annual Accounts for the year ended
March 31, 2014, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2014 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year
ended March 31, 2014, on a going concern basis.
6. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 2013 Mr. Narendra Kumar Mansingka (DIN
00117571) retires by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for re-appointment. Your Directors
recommend his re-appointment.
7. STATUTORY AUDITORS
The Auditors Sanjay N. Shah & Co. Chartered Accountants, Mumbai retire
at the ensuing Annual General Meeting and being eligible, offer
themselves for re- appointment.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Since there is no manufacturing activity carried on by the Company, the
particulars in respect of conservation of Energy as required under
Section 217 (i) (e) of the Companies Act, 1956 are not furnished.
During the year Foreign Exchange and Outgoing are Nil.
The Company has not used any technology as such during the year.
9. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were
in receipt of remuneration aggregating to Rs. 5,00,000/- p.m. or Rs.
60,00,000/- p.a. Hence no particulars are given.
10. ACKNOWLEDGEMENTS:
Your Directors would like to record their appreciation for the services
rendered by the members of the staff at all levels. They would also
like to express their gratefulness to the Companies Bankers,
Shareholders and their Customers for their co- operation and also for
the confidence reposed in the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
CHIRAG PITTIE SAMEER KAPOOR
(Managing Director ) (Director )
Date : 5th September, 2014
Place : Mumbai.
Registered Office
97, Maker Tower ''F'',
Cuffe Parade, Mumbai - 400 005.
Mar 31, 2013
The Members of SVP GLOBAL VENTURES LIMITED
The Directors are pleased to present herewith the 31st Annual Report
together with the Audited Statement of Accounts for the year ended
March 31,2013.
1. FINANCIAL RESULTS
(Rs. In Lacs)
2012-2013 2011-2012
Profit/(Loss) before
interest, 19.63 17.67
depreciation and taxation
Less: Interest 0.13
Depreciation/Amortisation/ 14.86 14.85
Impairment
Provision for Taxation-
current/ 2.47 0.87
earlier years
17.33 15.85
Add: provisions written back 0.00 0..00
Net Profit /(Loss) after Tax 2.30 1.82
Add: Balance in Profit &
Loss Account 43.32 41.50
Less: Transferred to Reserve Fund - -
Balance Carried Forward 45.62 43.32
Appropriations
Interim Dividend - -
Final Dividend - -
Dividend Tax - -
Balance carried forward 45.62 43.32
Total 45.62 43.32
2. FINANCIAL PERFORMANCE
Your Company completed the Financial Year 2012 - 2013 with a
performance of Gross Turnover for the year Increased by 108.32% to Rs.
544 lacs. Pre-tax profit Increased by 176.92% to Rs. 4.77 lacs, while
Post-tax profit increased by 126.12% to Rs. 2.29 lacs Earnings Per
Share for the year stands at Rs. 0.30.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended
31st March, 2013.
4. INVESTMENTS
The Book value of the unquoted investments for the year under review
was Rs. 2,901,600 (previous year Rs. 2,901,600).
5. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
a) That in the preparation of the Annual Accounts for the year ended
March 31, 2013, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2013 and of the profit of the Company for that year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the Annual Accounts for the year
ended March 31, 2013, on a going concern basis.
6. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Chirag Pittie retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment Your Directors recommend his
re-appointment.
7. STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s. Murarilal Agarwal &
Associates, Chartered Accountants, retire at ensuing Annual General
Meeting of the Company and has received the letter of Resignation from
M/s. Murarilal Agarwal & Associates, Chartered Accountants, expressing
their unwillingness to continue as the Statutory Auditor of the
Company. The Company has received the consent letter from M/s. Sanjay
N. Shah & Co., Chartered Accountants. The Company has also received a
Certificate from them to the effect that the appointment, if made,
would be within the prescribed limits under section 224 (IB) of the
Companies Act, 1956 and also that they are not otherwise disqualified
within the meaning of sub-section (3) of Section 226 of the Companies
Act, 1956, for such appointment. You are requested to appoint Statutory
Auditors for the current year and authorise the Managing Director to
fix their remuneration.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Since there is no manufacturing activity carried on by the Company, the
particulars in respect of conservation of Energy as required under
Section 217 (i) (e) of the Companies Act, 1956 are not furnished.
During the year Foreign Exchange and Outgoing are Nil.
The Company has not used any technology as such during the year.
9. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were
in receipt of remuneration aggregating to Rs. 5,00,000/- p.m. or Rs.
60,00,000/- p.a. Hence no particulars are given.
10. ACKNOWLEDGEMENTS:
Your Directors would like to record their appreciation for the services
rendered by the members of the staff at all levels. They would also
like to express their gratefulness to the Companies Bankers,
Shareholders and their Customers for their co- operation and also for
the confidence reposed in the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
CHIRAG P1TT1E SAMEER KAPOOR
(Managing Director) (Director)
Date : 4th September, 2013
Place: Mumbai.
Registered Office
97, Maker Tower''F,
Cuffe Parade, Mumbai - 400 005.
Mar 31, 2012
To The Members of SVP GLOBAL VENTURES LIMITED
The Directors are pleased to present herewith the 30th Annual Report
together with the Audited Statement of Accounts for the year ended
March 31,2012.
1. FINANCIAL RESULTS
(Rs. In Lacs)
2011-2012 2010-2011
Profit/(Loss) before interest, 17.54 23.31
depreciation and taxation
Less: Interest 0.00
Depreciation/Amortisation/ 14.85 22.44
Impairment
Provision for Taxation-current/ 0.87 0.30
earlier years
15.72 22.74
Add: provisions written back 0.00 0.00
Net Profit/(Loss) after Tax 1.82 0.58
Add: Balance in Profit & Loss Account 41.49 40.92
Less: Transferred to Reserve Fund - -
Balance Carried Forward 43.31 41.49
Appropriations
Interim Dividend - -
Final Dividend - -
Dividend Tax - -
Balance carried forward 43.31 41.49
Total 43.31 41.49
2. FINANCIAL PERFORMANCE
Your Company completed the Financial Year 2011 - 2012 with a
performance of Gross Turnover for the year Increased by 624.13% to Rs.
51.46 lacs. Pre-tax profit Increased by 306.33% to Rs. 2.69 lacs, while
Post-tax profit increased by 315.70% to Rs. 1.82 lacs. Earnings Per
Share for the year stands at Rs. 0.24 Cash flows from Operations stood
at Rs. 11.51 lacs during the year.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended
31st March, 2012.
4. INVESTMENTS
The Book value of the unquoted investments for die year under review
was Rs. 2,901,600 (previous year Rs. 2,901,600).
5. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2012, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2012 and of the profit of the Company for that year.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2012, on a going concern basis.
6. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Sameer Kapoor retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Your Directors recommend their
re-appointment
7. STATUTORY AUDITORS
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, Murarilal Agarwal,
Chartered Accountants, retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 224(1B] of the
Companies Act, 1956.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Since there is no manufacturing activity carried on by the Company, the
particulars in respect of conservation of Energy as required under
Section 217 (i) [e] of the Companies Act, 1956 are not furnished.
During the year Foreign Exchange and Outgoing are Nil.
The Company has not used any technology as such during the year.
9. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were
in receipt of remuneration aggregating to Rs. 2,00,000/- p.m. or Rs.
24,00,000/- p.a. Hence no particulars are given.
10. ACKNOWLEDGEMENTS:
Your Directors would like to record their appreciation of the services
rendered by the members of the staff at all levels. They also like to
express their gratefulness to the Companies Bankers, Shareholders and
their Customers for their co- operation and also for the confidence
reposed in the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
CHIRAG PITTIE SAMEER KAPOOR
(DIRECTOR) (DIRECTOR)
Date : 5th September, 2012
Place: Mumbai.
Registered Office
97, Maker Tower 'F',
Cuffe Parade, Mumabi - 400 005.
Mar 31, 2010
The Directors are pleased to present herewith the 28th Annual Report
together with the Audited Statement of Accounts for the year ended
March 31, 2010.
1. FINANCIAL RESULTS
(Rs. In Lacs)
2009-10 2008-09
Profit/(Loss) before
interest, 30.05 36.55
depreciation and taxation
Less: Interest 0.00
Depreciation/Amortisation/ 22.98 22.92
Impairment
Provision for Taxation-
current/ 2.17 3.48
earlier years
25.15 26.40
Add: provisions written back 0.0 0.0
Net Profit /(Loss) after Tax 4.90 10.14
Add: Balance in Profit &
Loss Account 36.02 25.87
Less: Transferred to
Reserve Fund - -
40.92 36.02
Balance Carried Forward
Appropriations
Interim Dividend - -
Final Dividend - -
Dividend Tax - -
Balance carried forward 40.92 36.02
Total 40.92 36.02
2. FINANCIAL PERFORMANCE
Your Company completed the Financial Year 2009 - 2010. The Gross
turnover for the year decrease by 60.11% to Rs. 158.10 lacs. Pre-tax
profit decreased by 48.15% to Rs.7.06 lacs, while Post-tax profit
decreased by 51.71% to Rs.4.89 lacs. Earnings Per Share for the year
stands at Rs.0.64 during the year.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended
31st March, 2010.
4. INVESTMENTS
The Book value of the quoted investment for the year was nil (previous
year Rs. 77,058/-) and that of unquoted investments under review was
Rs. 2,901,600/- (previous year Rs. 2,898,000/-)
5. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2010, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2010 and of the profit of the Company for that year.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2010, on a going concern basis.
6. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr Sameer Kapoor and Mr. Balam
Mohla retires by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. Your Directors
recommend their re-appointment.
7. STATUTORY AUDITORS
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, Murarilal Agarwal,
Chartered Accountant, retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 224(1 B) of the
Companies Act, 1956.
8. FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year Foreign Exchange and Outgoing are Nil
9. Fixed Deposits:
Company has not accepted any deposits from the public in the current
year.
10. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were
in receipt of remuneration aggregating to Rs. 2,00,000/- p.m. or Rs.
24,00,000/- p.a. Hence no particulars are given.
11 . ACKNOWLEGMENT
The results of an organization are greatly reflective of the efforts
put in by the people who work for/ with the company. The Directors
fully recognize the contribution made by the employees of the company
and other persons for successful operations of the company. The
Directors also wish to place on record their appreciation for the faith
and trust reposed by the Bombay Stock Exchange, CDSL, NSDL, Bankers,
Shareholders, Auditors, Company Secretary, Financial Institutions and
other individuals / bodies. The Directors would also like to thank the
Securities and Exchange Board of India for its continued support and
guidance.
For and on behalf of the Board of Directors
Sd/- Sd-
CHIRAG PITTIE SAMEER KAPOOR
(DIRECTOR) (DIRECTOR)
Place : Mumbai.
Date : 4th September, 2010
Registered Office
97, Maker Tower F,
Cuffe Parade,
Mumbai -400 005