Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Sanghvi Brands Promoters Directors Report, Sanghvi Brands Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > MISCELLANEOUS > DIRECTORS REPORT - Sanghvi Brands Promoters

Sanghvi Brands Promoters

BSE: 540782|ISIN: INE204Y01010|SECTOR: Miscellaneous
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
, 16:01
12.19
0
VOLUME 6,000
Sanghvi Brands Promoters is not listed on NSE
Directors Report Year End : Mar '18   

Dear Members,

The Directors are please to present the 8th Director’s Report of the Company, the affairs of the Company together with the Audited Financial Statements for the year ended on 31st March 2018.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial results for the year ended on 31st March 2018 and the corresponding figures for the previous year are as under;

Standalone

Consolidated

Particulars

Year ended 31st March 2018

Year ended 31st March 2017

Year ended 31st March 2018

Year ended 31st March 2017

Net Revenue from Operations

9,00,56,821

10,80,47,845

26,45,56,511

26,40,84,889

Other Income

67,11,789

29,09,470

91,48,106

29,28,286

Total Income

9,67,68,610

11,09,57,315

27,37,04,617

26,70,13,175

Total Expenditure

11,26,73,723

10,13,02,292

29,49,89,180

26,42,60,125

Profit before tax

(1,59,05,112)

96,55,023

(2,12,84,564)

27,53,050

Deferred Tax (Credit)

5,56,017

(1,60,631)

12,40,565

(4,05,780)

Current Tax

-

16,41,484

1,30,080

19,78,121

Profit after Taxes

(1,64,61,129)

81,74,170

(2,26,55,209)

11,80,708

Minority Interest

18,153

18,153

Proportionate Profit (Loss) of Associate Company

(1,54,665)

-

Net Profit

(1,64,61,129)

81,74,170

(2,27,91,721)

11,62,554

1. HIGHLIGHTS

The consolidated Revenue from operations at Rs. 26,45,56,511 as against 26,40,84,889 of previous year increased by 0.18%. The business reported Loss before Tax as compared to last year.

2. DIVIDEND

The Directors have recommended no dividend for the year ended March 31, 2018.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 14,67,98,252/- in comparison with the previous year balance of Rs. 9,31,07,107/-.

4. CONVERSION OF COMPANY

During the year, the Company has been converted from Private Limited Company to Public Limited Company and fresh certificate of incorporation dated 21st July 2017 to that effect, has been issued by the Registrar of Companies, Pune. Consequent to the Conversion of the Company, the name of the Company has been changed from Sanghvi Brands Private Limited to Sanghvi Bands Limited.

5. SUCCESSFUL INITIAL PUBLIC ISSUE (IPO) OF THE COMPANY

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The Company entered the capital market with its maiden initial public offering (IPO) of 27,48,000 equity shares of face value of Rs. 10/- and at a premium of Rs. 59/- per share, aggregating to Rs.1896.12 lacs. The issue opened for subscription on November 10,2017 and closed on November 14, 2017 and was oversubscribed by 2.55 times. The equity shares have been listed on the SME Platform of BSE Limited (BSE) w.e.f November 22, 2017. Consequently, the Company’s paid up capital has increased from Rs. 69,70,800/- to Rs. 10,41,58,800/

6. SHARE CAPITAL

During the year under review, the Company has reclassified its Authorised Share capital to Rs. 3,50,00,000 (Rupees Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-five lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each and subsequently increased its Authorised Share Capital to Rs. 13,00,00,000 (Rupees Thirteen crores) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each as approved by the members in its meeting held 10th August 207.

The Company had also issued 69,70,800 equity Shares of Rs. 10/- each as Bonus Shares as approved by shareholders in their meeting held on 16th August 2017 in proportion of ten (10) such new equity share for every one (1) existing equity share and allotted to the shareholders at its’ Board Meeting held on 18th August 2017, Further the Company has issued 27,48,000 Equity Shares of Rs. 10/- Each at Premium of Rs. 59/- per share to the general public via IPO. The total paid up Share Capital of the Company as on 31st March 2018 is Rs. 10,41,58,800/- comprising of 1,04,15,880 equity shares of Rs.10/- each.

7. DEPOSITORY SYSTEM

Your Company’s equity shares are in demat form only. The Company has appointed National Securities Depository Limited and Central Depository Services India Limited as depositories to the Company.

8. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, in view of the listing requirements the Company has appointed three Independent Directors i.e. Mr. Sunil Lulla, Mr. Ajinkya Firodia on 10th August 2017 and Mr. Gaurav Agarwal on 26th October 2017 to the Board to meet the proper composition of the Board of Directors. Mr. Ajinkya Firodia, Independent Director of the Company resigned on 26th October 2017.

Apart from the Directors, the Company has appointed Mr. Rameshwar Wadne as Chief financial Officer and Ms. Kruti Shah as Company Secretary cum Compliance Officer as the Key Managerial Personnel of the Company on 24th July 2017.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company, Mr. Sunil Lulla and Mr. Gaurav Agarwal Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under section 149 (6) of the Companies Act, 2013. The Board took note of the same.

10. BOARD COMMITTEES FORMED DURING THE YEAR

During the year under review, the following committees have been formed by the Company:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

11. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

12. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board was conducted based on the criteria and framework adopted by the Board.

13. RELATED PARTY TRANSACTIONS

All related party transactions have been entered by the Company during the financial year in the ordinary course of business and at the arm’s length price. During the financial year under consideration the Company has entered into contracts / arrangements / transactions with related parties, which could be considered as material in accordance with the provisions of the Act, have been given in “Annexure I” in Form No. AOC-2.”

14. STATUTORY AUDITOR

At the AGM of the Company held on 30th September 2016, M/s. B.K. Khare & Co., Chartered Accountants, having registration number (Firm Registration No. 105102W), were appointed as Statutory auditors of the Company for a term of five years i.e. till the conclusion of Annual General Meeting to be held in the year 2021 subject to the ratification at the annual general meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated 07th May 2018 issued by the Ministry of Corporate Affairs (MCA), the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of auditors by members is omitted. The Board accordingly recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2021.

15. AUDITORS’ REPORT

The report of the statutory auditors on Standalone Financial statements as well as Consolidated Financial Statements forms a part of the Annual Report. There were no adverse remarks/qualified remarks given by the Statutory Auditor on the financials of the Company.

16. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s. A. M. Antarkar & Co., Practicing Company Secretaries, Pune (CP No. 3022) as a Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out timely. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation is received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act,2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure - III.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Company has signed a Letter of Intent to enter into an agreement for a merger /acquisition/ strategic partnership with US based organization WT Global LLC subject to further discussion.

WT Global LLC owns and runs an iconic chain of salons. These salons are present in prime locations in the United States including the Plaza Hotel, Madison Avenue, Flatiron district in New York City and also in the Hamptons and Greenwich, Connecticut. This deal represents a significant synergy to the Company’s growing operations in the United States. In addition to the Salons, the Company will also look to develop a product line under the same brand name as that of salons.

Apart from aforesaid transactions, there is no other material transaction occurred during the year.

20. CORPORATE SOCIAL RESPONSIBILITY

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the financial year under review.

21. VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, a “Vigil Mechanism Policy” for Directors and Employees of the Company is in place, to report their genuine concern of any violation of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behaviour actual or suspected fraud or violation of the Company’s code of conduct etc. during the year under review, no such complaints were received.

22. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3) (m) of the Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as stated below:

A) Conservation of Energy

1. The steps taken or impact on conservation of energy; The Company applied strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day to day consumption is monitored to save energy.

2. The Capital Investment on Energy Conservation Equipment. The Company has not made any capital investment on energy conservation equipment.

B) Technology Absorption: -

The Company has no activities relating to technology absorption.

C) Foreign Exchange Earnings and Outgo;

23. REVIEW OF SUBSIDIARY AND ASSOCIATE COMPANIES

As required under Companies Act, 2013, the audited consolidated financial statements of the Company incorporating all its subsidiary and associate companies prepared with applicable Accounting Standards are attached.

Sanghvi Brands US Holding, INC, a Wholly Owned Subsidiary of the Company generated USD 8,30,969.78 /- as revenue during the Financial Year under consideration.

Sanghvi Hospitality Private Limited, wholly owned subsidiary of the Company, which since inception did not carry any business activity, thus the members vide its resolution dated 12th June 2017 approved to file an application with the Registrar of Companies for removal of name of the Company from the Register of Companies maintained by the Registrar of Companies. The Ministry of Corporate Affairs vide its Notice dated November 1, 2017 in Form No. STK-7 struck off the name of the Company from its register of companies and the said Company is dissolved.

On May 07, 2017 our Company entered into an agreement to acquire 50% of Anayan Software Consultancy Private Limited in tranches. Anayan Software Consultancy Private Limited is engaged in development of fitness software used in gyms and other fitness centres. Pursuant to the above, we have acquired 20% stake of a total consideration of Rs. 12.50 Lakhs.

Salient features of subsidiary Companies are annexed as Annexure - V in form no.AOC-3.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING THE GOING CONCERN STATUS ANDCOMPANY’ OPERATION IN FUTURE

There are no significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company’ operation in future.

25. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.

26. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.

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

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2017-18.

No. of Complaints received: NIL No. of Complaints Disposed off: NIL

28. STATEMENT OF UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the listed entity shall submit to the stock exchange the statement indicating deviation, if any in the use of proceeds from the objects stated in the offer document, indicating category wise variation between projected utilization of funds made by it in its offer document, as applicable and the actual utilization of funds. However, there was no deviation on the objects of the issue proceeds and as review by the Audit Committee the statement is as under;

Particulars

Amount Funded from the Gross Proceeds

Actual Utilization up to year ended 31st March 2018

Pending for utilization as on 31st March, 2018

Business Expansion

a. Expanding outlets/ distribution of current brand portfolio

77,170,000

13,845,352

63,032,648

in India and overseas

b. Acquisitions and development of new brands

2,92,000

Marketing and sales promotion of the brands in our portfolio

50,000,000

3,338,567

46,661,433

Strategic Investments for business growth

10,000,000

-

10,000,000

General Corporate Purpose

28,442,000

-

28,442,000

*Issue Expenses

24,000,000

22,271,726

1,728,274

Total

189,612,000

39,747,644

149,864,356

29. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. PARTICULARS OF EMPLOYEES

The Company has no employee Companies, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000 per annum and hence the Company is not required to give information under sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

31. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

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

(b) they 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 and of the profit and loss of the Company for that period;

(c) They 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) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. LISTING WITH STOCK EXCHANGES

Sanghvi Brands Limited listed its shares on the SME Platform of BSE Limited on November 22, 2017.The listing fees duly paid to the exchange and annual custodial fees has been paid to CDSL and NSDL for the F.Y. 2018 -19.

33. ACKNOWLEDGEMENT

Your Directors takes this opportunity to thank all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other Stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the Company and wish the management.

For and on behalf of the Board

Sanghvi Brands Limited

(formerly known as Sanghvi Brands Private Limited)

Sd/-

Darpan Sanghvi

Managing Director

DIN:02912102

Date: 27th August 2018

Place: Mumbai

Source : Dion Global Solutions Limited
Quick Links for sanghvibrandspromoters
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.