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SVP Global Ventures

BSE: 505590|ISIN: INE308E01011|SECTOR: Textiles - General
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Directors Report Year End : Mar '18    Mar 16

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 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, 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 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, 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. 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, 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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

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 “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.

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 Company’s 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 ‘F’, Cuffe Parade, Mumbai - 400 005

Source : Dion Global Solutions Limited
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