The Directors have pleasure in presenting their 33rt Annual Report on
the business and operations of the Company and Audited Statement of
Accounts for the year ended 31st March, 2015.
1. Financial highlights
The Board''s Report is prepared based on the stand alone financial
statements of the Company.
(Rs in Lacs)
Sr Particulars 2014-15 2013-14
1. i. Net Sales/ Income 1606.59 1559.91
ii. Other Income 39.85 2.42
Total 1646.44 1562.34
2. Total Expenditure
i) Cost of material consumed 101.86 40.60
ii) Purchase of stock 1068.78 948.06
iii) Changes in inventories (92.11) 65.38
iv) Employee benefit Expenses 74.63 59.60
v) Financial cost 28.02 18.01
vi) Depreciation 69.35 33.98
vii) Other Expenditure 275.84 299.96
Total 1526.37 1465.59
3. Profit Before Tax 120.07 96.75
4. Provision for taxation
i) Current Tax 54.25 52.48
ii) Deferred Tax 9.13 2.76
iii) Earlier years Tax - -
5. Profit After Tax 74.95 47.02
6. Balance carried from previous year 0.94 3.05
7. Amount Available for Appropriation 75.89 50.08
Proposed Dividend (49.00) (42.00)
Dividend Distribution Tax (10.03) (7.14)
Transferred to General Reserve 0 0
9. Balance carried to Balance Sheet 16.86 0.94
10. Basic and diluted EPS 0.11 0.07
We are pleased to announce that the Board of Directors has recommended
dividend of Re. 0.07 per equity share of Re. 1/- each (i.e. 7% of face
value) aggregating Rs. 49,00,000 (excluding dividend distribution tax
as applicable) for the year ended on 31st March, 2015.
No amount of current year''s profits was transferred to the general
4. Extract of Annual Return
The details forming part of the extract of the Annual Report in form
MGT-9, as required under section 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, are included in this Report as Annexure-I and forms an integral
part of this report.
During the period under review the profit after tax (PAT) stood at
74.95 Lacs (Previous Year Rs. 47.02 Lacs), there was an increase of
59.37% as compared to last financial year. The performance for the
coming year is expected to improve upon from the last year if right
macro economic indicators are achieved in future.
6. Director''s Responsibility Statement
The Director''s state that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
(e) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7. Directors and Key Managerial Personnel Appointments / Resignations
during the year
The following Independent Directors were appointed during the financial
1. Mr. Sanjiv Rungta (DIN: 00381643)
2. Mr. Nirmal Jain (DIN: 00894735)
3. Mr. Piyush Shah (DIN: 02333557)
4. Mr. Rakesh Garodia (DIN: 00143438)
Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of
the Company, in terms of provisions of Section 149(1) of the Companies
Act, 2013 read with Clause 49 of the Listing Agreement.
However, there were no Resignations from the Board of Directors during
the financial year.
8. Particulars of Employees
The information required pursuant to Rule 5 (1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure III to the Directors Report.
Particulars of employees drawing remuneration in excess of limits
prescribed under Section 134 (3)(q) read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014:
There are no employees drawing remuneration exceeding Rupees 60 Lacs
per annum if employed throughout the financial year or Rupees 5 Lacs
per month if employed for part of the financial year or draws
remuneration in excess of Managing Director or Whole time Director or
Manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the
9. Number of Meetings of Board
Sr. Particulars No. of
1. Board meetings Seven
2. Audit Committee meetings Six
3. Nomination and Remuneration
Committee meeting One
4. Risk Management Committee
5. Stakeholders Relationship
6. Independent Directors Meeting One
10. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration, Risk Management and Stakeholders Relationship Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board''s functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of 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 the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
11. Declaration by Independent Directors
Declarations by the Independent Directors that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 has been received by the Company.
12. Remuneration policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The said policy is also
uploaded on the website of the Company; i.e. www.swastivinayaka.com.
The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN
120132W), Mumbai, will retire at the ensuing Annual General Meeting
and, being eligible; offer themselves for reappointment for a period of
five years from the conclusion of this Annual General Meeting
[AGM] till the conclusion of Annual General Meeting [AGM] to be held in
The report given by the Auditors on the financial statements of the
Company is a part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
14. Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and Rules made
there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries
have been appointed as Secretarial Auditor of the Company. The report
of the Secretarial Auditor is enclosed as Annexure IV to this report.
The report is self-explanatory however the Company has initiated
necessary steps to comply with various non- compliances as per the
provisions of various statute mentioned under the Secretarial Audit
15. Vigil Mechanism
Pursuant to the provisions of sub-section (9) and (10) of Section 177
of the Companies Act, 2013, a Vigil Mechanism for Directors and
employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company
16. Composition of Audit Committee
Composition of Audit Committee as required under section 177 (8) of
The Composition of Audit Committee is as follows:
1. Mr. Sanjiv Rungta - Chairman
2. Mr. Nirmal Jain - Member
3. Mr. Dinesh Poddar - Member
4. Mr. Piyush Shah - Member
17. There were no material changes and commitments, which adversely
affects the financial position of the company, which have occurred
between the end of the financial year of the company to which the
financial statements relate and the date of the report.
18. The Risk management Policy has been uploaded on the website of the
Company at www.swastivinayaka.com. There were no risk identified which
would threaten the existence of the Company during the year under
19. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
The Company has not accepted any Deposits during the year.
21. Particulars of loans, guarantees or investments under section 186
of the Companies Act, 2013
During the year under review, the Company have neither made any
Investments nor provided any guarantees and security which are governed
by the provisions of section 186 of the Companies Act, 2013. However,
the Company has given loan, the details of which are given below:
Loans made during the financial year2014-2015:
SL Name of Particulars of Loan Amount Purpose for which the
No the Entity proceeds from
investment is proposed
to be utilized by the
1. Anand Rathi Unrated unlisted 56,23,596 Business purpose
Finance Secured Redeemable
22. Particulars of contracts or arrangements with related parties
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm''s length
transactions under third proviso thereto is disclosed in Form AOC-2
which is enclosed as Annexure-ll.
23. Corporate Governance
Your Company believes that Corporate Governance is a code of self
discipline. In the line with this policy, the Board of Directors
strongly believes that it is very important that the Company follows
healthy Corporate Governance practices and reports to the shareholders
the progress made on the various measures undertaken. The Corporate
Governance Certificate from Practicing Company Secretaries regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing Agreement is annexed with this report.
24. Management Discussion and Analysis
a. Corporate Overview:
Swasti Vinayaka Synthetics Limited (SVSL) is a leading textile and
branded apparel Company having its corporate office in Mumbai.
b. Overview of the Economy:
As per the latest GDP growth estimates, Indian economy grew by 7.4% in
FY 15 compared to 6.9% in FY 14, mostly driven by improved economic
fundamentals and revision of GDP methodology calculation. Even
inflation showed signs of moderation, a welcome sign- wholesale price
and consumer price inflation declined to 4.2% and 7.4% respectively,
compared with last year''s 6.3% to 10.1 %. Reduced inflation, falling
crude oil prices, stable rupee, improved purchasing power and consumer
spending, higher capital inflows supported by the government policy
reforms have already put India on an accelerating growth track and
improved the business outlook.
The Government envisages GDP growth to accelerate to 8% in FY 16 driven
by strengthening macroeconomic fundamentals and implementation of
policy reforms recently announced. Reforms like e-auctions of coal
mines and telecom, FDI insurance, speedier regulatory approvals, etc.
will be critical growth enablers to de- bottleneck stalled projects,
improve the investment outlook and the ease of doing business in the
country. Reforms currently underway such as GST implementation,
Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to
provide the requisite thrust for growth in the medium-term.
c. Industry Structure and Developments:
The Textile and Apparel industry contributes around 6% to India''s GDP,
11%to export earnings and is the second largest employer after
agriculture. The industry has shown continued growth with a potential
to increase its global trade share from the current 4.5% to 8% in the
next 5 years supported by a rich abundance of raw material, skilled
labour and talent.
In F.Y. 2015, the textile industry is estimated to have contributed USD
42 Billon (4%) to India''s GDP, and 27% to the country''s foreign
d. Business Overview:
The Company deals in Textiles Fabrics, Readymade Garments and Yarn
Doubling. SVSL has a very strong presence in India which can fetch
viable business opportunities in the Company''s business segment. The
Company has launched aggressive marketing schemes and introduced
variety of linen cotton and P/C shirting fabrics to cater to the demand
of the RMG and Corporate sector. Company has good corporate
relationship with Raymonds Ltd, Trent Limited., Future Group, Reliance
Industries Limited., Arvind Lifestyle Brand Ltd., etc. and they are
regular customers of the Company. There is a great potential in the
Company to increase its market share in this segment as our
relationship and understanding with the customers is very strong.
e. Opportunities and Threats:
Textile industry is one of the largest employers in India and has
strong linkages with the rural economy. The growing young middle-class
population is a source of great potential and provides immense
opportunities to spur growth in the industry going forward.
The major challenge that the textile and apparel industry is facing is
rising production costs, arising out of rising wages, power and
Your Company is continuously improving its designing skills and
introducing high end fabric by combination of various fibers to have an
edge over its competitors. It will continue to stress on improving
quality standards, reducing lead time in supplying orders, competitive
pricing of product and more stress on product innovation and designing
to meet the new set of challenges.
f. Internal Control systems and their Adequacy:
Your Company has an effective Internal control and risk- mitigation
system, which is constantly assessed and strengthened with new/revised
standard operating procedures.
The Company has entrusted the Internal & operational audit to Messrs.
Sanjay Raja Jain (Membership No. 108513), a firm of Chartered
Accountants. The main thrust of the internal audit process is test and
review of controls, independent appraisal of risks, business process
and benchmarking internal controls with best practices.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen them.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit
findings and corrective actions taken. Audit plays a key role in
providing assurance to the Board of Directors.
g. Cautionary Statement:
Statements in this Director''s Report & Management Discussion and
Analysis describing the Company''s objectives, projections, estimates,
expectations or predictions may be forward-looking statements within
the meaning of applicable securities laws and regulations. Actual
results, performances or achievements, risks and opportunities could
differ materially from those expressed or implied in this report. This
should be read in conjunction with the Company''s financial statements.
25. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition And Redressal) Act, 2013 Company has
adopted a policy for prevention of Sexual Harassment of Women at
workplace as required under the Act.
The following is a summary of sexual harassment complaint received or
dispose of during the year2014-15.
No. of Complaint received : NIL
No. of Complaint disposed off : NIL.
26. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
In the view of the nature of the Company, Rule 8 of Company (Accounts)
Rules, 2014, the relevant data pertaining to conservation of energy and
technology absorption are given in the Annexure forming part of this
27. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and Company''s operations in future
No significant or material orders were passed by the regulators or
courts or Tribunals which impact the going concern status and
Company''s'' operations in future.
28. Listing Agreement with the Stock Exchanges
Your Company continues to be listed on the Stock Exchange, Mumbai where
the company''s shares are being traded. The Company confirms that it has
paid the Annual Listing Fees for the year 2014-2015 to Bombay Stock
Exchange where the Company''s Shares are listed.
We record our gratitude to the Banks and others for their asslstance
and co-operation during the year. We also wish to place on record our
appreciation for the dedicated services of the employees of the
Company. We are equally thankful to our esteemed investors for their
co-operation extended to and confidence reposed in the management.
Registered Office: By Order of the Board
J-15, M.I.D.C.Tarapur, Swasti Vinayaka Synthetics Limited.
Boisar, Dist. Thane,
Maharashtra - 401506. Ramprasad Poddar
Date : May 30,2015 Chairman
Place: Mumbai DIN : 00163950