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S.V. Trading & Agencies Ltd.

BSE: 503622 Sector: Others
NSE: N.A. ISIN Code: INE404N01019
BSE 05:30 | 01 Jan S.V. Trading & Agencies Ltd
NSE 05:30 | 01 Jan S.V. Trading & Agencies Ltd

S.V. Trading & Agencies Ltd. (SVTRADAGEN) - Director Report

Company director report

Dear Members

S V TRADING AND AGENCIES LIMITED

The Directors are pleased to present the 37th Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2017. TheManagement Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

[In Rs.]
Particulars Year ended 31st March 2017 Year ended 31st March 2016
Revenue from operation 56246426 11828042
Profit/(Loss) before taxation 4840979 (42321)
Less: Tax Expense 1495863 -
Profit/(Loss) after tax 3345116 (42321)

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2017 your Company reported growth inrevenue from operation over the previous year. The revenue from operations stood at Rs.5.6 crores as compared with Rs. 1.18crores in the previous year. During the financial yearended on March 31 2017 the Company earned a profit before tax of Rs. 48.41 lacs ascompared to loss of Rs. 0.42 lacs in the previous year.

At present your Company is doing its existing line business to the optimum use of itsresources and is taking the effort to improve its Earning per Share (EPS) and managementhas no plan of venturing into any new business.

3. CORPORATE OVERVIEW

During the year the company is in the business of general trading.There is no change innature of the business of the Company. The Company has its registered office at Mumbai.

4. OVERVIEW OF THE ECONOMY AND ANALYSIS

As per the latest GDP growth rate is7.1% in FY 17 compared to 7.9% in FY16 due todemonetization initial stage of implementation of GST and slow down across the world.Eveninflation showed signs of moderation a welcome sign - wholesale priceand consumerprice inflation declined. Reduced inflation falling crude oil prices stable Rupeeimproved purchasing power and consumer spending higher capital inflows supported by thegovernment policyreforms have already put India on an accelerating growth track animproved the business outlook.

Reforms like e-auctions of coalmines and telecom FDI hike in insurance speedierregulatory approvals etc. will be critical growth enablers to de-bottleneckstalledprojects improve the investment outlook and the ease of doing business in thecountry. Reformscurrently underway such as GST implementation Amendment on LandAcquisition Bill Labour Reforms etc.are expected to provide the requisite thrust forgrowth in the medium-term.

Opportunities and Challenges

Being a major employer in India coupled with strong industry linkages with the ruraleconomy augurs trading activities as oneof the most significant sectors with anincremental growth potential.Rural economy has seen a spurt in income levels the last fewyears and this is the right time to promote trade and investment. Being one of the keyfocus sectors under theGovernment's ''Make in India'' campaign is a testimony to the hugegrowthpotential the trading and investment activities. Globally favourable trade policyreforms would also allow the trade and investment to expand its trade partnersimprove itsexport competitiveness and contribute substantially to thenation's income.

However the trading and investment are constrained with many challenges includingrising costs (wages inventory and interest costs)intensified competition from otherlow-costcountries and political risk to implement the reforms like GST etc. Such issuesneed to be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In view of the insufficient profit earned during the financial year Your Directors donot recommend any dividend for the financial year ended on March 31 2017.

6. SHARE CAPITAL

The paid-upequity share capital as at March 31 2017 stood at 171000000 (RupeesSeventeen crores ten lacs). There is no change in the share capital of the company duringthe financial year.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2017 the Company had the following Subsidiaries:

1. Dhinak Mercantile Private Limited

2. Deetya Tradex Private Limited

Boththe above-mentioned subsidiaries are presently unlisted and did not carry out anybusiness activity during the financial year ended on March 31 2017. The Company does nothave any other associate or joint ventures Company as on March 31 2017.

Pursuant to Section 129(3) of the Companies Act 2013 read with rule 5 of the Companies(Accounts) Rules 2014 the statement containing the salient features of the financialstatements if the Company's subsidiaries(in form AOC-1) is forming the part of theconsolidated financial statements.

8. CONSOLIDATED FINANCIAL STATEMENT

In compliance with Section 129(3) of the Companies Act 2013 and Rules made thereunderAccounting Standards 21 23 and 27 of Companies (Accounting Standards) Rules 2006 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedFinancial Statements form part of this Annual Report.

Consolidated Financial Statements presented by your Company include financialinformation about its aforesaid subsidiaries. The standalone financial statements of SVTrading and Agencies Limited as well as its aforesaid subsidiaries will be available onthe website of the Company (www.www.svtrading.co .in) .

9. CORPORATE GOVERNANCE

A Report on Corporate Governanceas required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwiththe Auditor's Certificate thereon is annexed herewith.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed herewith as Annexure - A and formsan integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Mr. Manoharbhai P. Joshi Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment.

• All Independent Directors had furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

12. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non-IndependentDirectors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements.

14. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company.(www.svtrading.co.in)

15. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company(www.svtrading.co.in).

16. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are givenhere-in-below in form AOC-2 in terms of the provision of section 188(1) including certainarm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis; Nil

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract/arrangements/transaction NA
d. Salient terms of contract /arrangements/transaction including the value if any NA
e. Justification for entering into such contract/arrangements/ transaction NA
f. Date(s) of approval by the Board NA
g. Amount paid as advances if any NA
h. Date on which special resolution was passed in general meeting as required under first proviso to section 188 NA

B. Details of contract or arrangement or transactions at arms' length basis:

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract/arrangements/transaction NA
d. Salient terms of contract/arrangements/transaction including the value if any NA
e. Date(s) of approval by the Board NA
f. Amount paid as advances if any NA

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

i. that in the preparation of the Annual Accounts for the year endedMarch 31 2017 theapplicable accounting standards have been followedalong with proper explanation relatingto material departures if any;

ii. and applied them consistently and made judgments and estimatesthat are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as atMarch 31 2017 and of theprofit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for themaintenance ofadequate accounting records in accordance with theprovisions of the Companies Act 2013for safeguarding the assets ofthe Company and for preventing and detecting fraud andotherirregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to befollowed by theCompany and that such internal financial controls areadequate and were operatingeffectively; and

vi. That the Directors had devised proper systems to ensure compliancewith theprovisions of all applicable laws and that such systems wereadequate and operatingeffectively.

19. STATUTORY AUDIT

Pursuant to recommendation of the Audit Committee and the Board of Directorsappointment ofR Soni & Co. Chartered Accountants (Firm Registration No. (FRN No.130349W) is recommended for appointment as statutory auditors in place of S. G. Kabra& Co. Chartered Accountants (Firm Registration No: 104507W) and shall hold office fora period of five (5) years from the conclusion of this annual general meeting until theconclusion of forty-second annual general meeting of the company subject to ratificationby shareholders at each annual general meeting to be held hereafter.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from R Soni & Co. Chartered Accountants (FirmRegistration No. (FRN No. 130349W) that their Appointment if made would be in conformitywith the limits specified in the said Section.

20. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s R M Mimani& Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Reportis annexed herewith as Annexure - B and forms an integral part of this Report.

22. INTERNAL AUDIT

As per Section 138 of the Companies Act 2013 the Company has appointed M.H. Parihar& Co. Chartered Accountants. (FRN No.130070W) as an internal auditor for the year2017-18 to conduct the internal audit and to ensure adequacy of the Internal controlsadherence to Company's policies and ensure statutory and other compliance throughperiodical checks and internal audit.

23. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.

During the financial year such controls were tested and no reportable materialweakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis the main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

24. RISK MANAGEMENT

During the year under review the Company has identified and evaluates elements ofbusiness risk. Consequently a Business Risk Management framework is in place. The riskmanagement framework defines the risk management approach of the Company and includesperiodic review of such risks and also documentation mitigating controls and reportingmechanism of such risks.The framework has different risk models which help in identifyingrisks trend exposure and potential impact analysis at a Company level as also separatelyfor business.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its various financial risks within theframework laid down. Given the interest rate fluctuations the Company has adopted aprudentand conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods in which it trades.The Company proactively managesthese risks through forward booking inventory managementand proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes andregulations. TheCompany is mitigating these risks through regular review of legal compliances carriedoutthrough internal as well as external compliance audits.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during theyear under review.

26. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is set out in this Annual Report.The Auditor's Certificate for the year 2017 does not contain any qualificationreservation or adverse remark.

27. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (PreventionProhibition&Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsre-dressal is placed on the intranet for the benefit of its employees.

During the year under review no complaints were reported to the Board.

28. STATUTORY INFORMATION

> The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.

> The information required under Section 197 of the Companies Act 2013 read withrule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company during the financial year under review.

> The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

> The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.

> Disclosure as required under para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company during thefinancial year.

29. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

30. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the company as there was no employee employed in the company during theyear.

31. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the successof your Company. Your Directors wish to place on record their appreciation forthecontribution made by the employees at all levels. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For and on behalf of the Board of Directors of

S V TRADING AND AGENCIES LIMITED

Sd/- Sd/-
Gopal Lal Paliwal Mr. Manoharbhai P. Joshi
Managing Director Director
DIN: 06522898 DIN: 02208711
Place: Mumbai
Dated: August 11 2017