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SVA India Ltd.

BSE: 531885 Sector: Others
NSE: N.A. ISIN Code: INE763K01014
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SVA India Ltd. (SVAINDIA) - Director Report

Company director report

Your Directors are pleased to present the 34th Annual Report along with theaudited financial statements of the Company for the year ended 31st March2015:

FINANCIAL RESULTS

Highlights of financial result for the year were as under:

Particulars 2014/15 2013/14
Rs. in Lakhs Rs. in Lakhs
Profit from Operations before Other Income & Interest 207.09 321.27
Add: Other Income 5.52 3.04
Operating profit before Interest (27.90) 10.90
Less: Interest 45.47 12.43
(73.37) (1.44)
Add: Exceptional Income/(Expenses) - -
Profit Before Tax (73.37) (1.44)
Provision for Tax - 1.05
Income Tax Adjusted for earlier year - (0.88)
Profit After Tax (73.37) (1.61)
Add: Surplus brought forward from Previous Year 32.99 34.60
Amount available for appropriation (40.37) 32.99
General Reserve No. I - -
Debenture Redemption Reserve A/c - -
Dividends - -
Interim Dividend - -
Final (Proposed) - -
Tax on Dividend - -
Balance carried forward (40.37) 32.99

REVIEW OF OPERATIONS

The Company is engaged in trading of Zinc oxide & Tea Products. During the year theCompany has imported Rs. 4798792/- (P.Y. 12623206/-) of the Zinc oxides and Rs.2649739/-(P.Y. 4293816.67) of the Tea Products. The Turnover for the current year hasdecreased from Rs.30276828/- to Rs.18059794.11/- (P.Y. has decreased from Rs.48028396/- To Rs. 30276828/-) for the year ended 31.03.2015 and the profitabilityhas been decreased due to recession of global market and fluctuation of prices of Zincoxides. The company has tied up with UCA LANKA PVT LTD as sole representatives formarketing their products worldwide. The company expects good prospects in coming years.The company has tied up with BASILUR TEA EXPORTS (PVT) LTD for marketing their productsworldwide. The company expects good prospects in coming years.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere and devoted services &contribution rendered by the highly committed officers placed at various level ofoperation of the company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH 2015)

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year (FY15) of the Company to which theFinancial Statements relate and the date of this Board’s Report.

RISK MANAGEMENT

The Company has adopted the following measures concerning the development andimplementation of a Risk Management Policy after identifying the following elements ofrisks which in the opinion of the Board may threaten the very existence of the Companyitself.

1. Foreign Exchange

2. Commodity Price Risk

3. Risk elements in Business Transactions

4. Physical risk to cargo

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans guarantees or investments made under Section 186 is furnishedin "Notes to the Financial Statement".

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

TRANSACTION WITH RELATED PARTIES

The particulars of transactions made with related parties made pursuant to Section 188is furnished in "Annexure I" in Form AOC-2 and the same forms part of thisreport.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provide in Section 178(3) of the Act has been disclosed in the corporategovernance report.

ANNUAL RETURN

Extract of Annual Return for financial year ended 31.03.2015 (Pursuant to section 92(3)of the Companies Act 2013 read with the companies (Management and Administration) Rules2014 Form No. MGT-9 is enclosed.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Seven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

SECRETARIAL AUDIT REPORT

To comply with the provisions of Section 204 of the Companies Act 2013 we encloseherewith secretarial audit report received from M/s. P.D. Pandya & AssociatesPracticing Company Secretary for the year ended 31st March 2015.

SUBSIDIARY COMPANY

The Company does not have subsidiary company.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of thelimits prescribed information as per section 134 of the Companies Act 2013 read withCompanies (Particulars of Employees) Rules 1975 as amended are not required to begiven.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all its Independent Directors under Section149(7) of the Companies Act 2013 that they meet the criteria of independence as providedin Section 149(6) of the Act.

NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES

There has been no change in the class and nature of the business of the Company. TheCompany does not have Subsidiary Company.

SHARES

BUY- BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

COMPOSITION OF AUDIT COMMITTEEAND PROVIDING VIGIL MECHANISM

The Audit Committee of the Company as on 31st March 2015 comprised thefollowing 3 Directors of the Company:

Aadesh Jain

Arun Agarwal

Raghav Gupta

The above composition of the Audit Committee consists of independent Directors viz.Mr. Aadesh Jain and Mr Arun Agarwal who form the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The companies (Disclosure of particulars in the Report if the Board of Directors)Rules 1988 require Disclosure of Particular Regarding conservation of Energy in Form Aand Technology Absorption in Form B. The Company not being a Manufacturing Company isadvised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The particular with respect to Foreign Exchange Earning & Expenditure pursuant toCompanies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988appears in the "Notes to Financial Statement".

AUDITORS

M/s. Uday Pasad & Associates Auditors will retire ensuing Annual General Meetingand being eligible to offer themselves for re-appointment. The directors recommended theirreappointment until the conclusion of the next Annual General Meeting of the company.

FIXED DEPOSITS

During the year the company has not accepted any Fixed Deposits from Public underSection 76 of the Companies Act 2013.

DIRECTORS

Mrs. Ranjana Gupta Director of the Company retires by rotation at the ensuring AnnualGeneral Meeting and being eligible offers herself for re-appointment.

DIVIDEND

Due to loss incurred by the Company Directors do not recommend any dividend.

STATUTORY AUDITORS

M/s. Uday Pasad & Associates Chartered Accountants Mumbai were appointed asStatutory Auditors for a period of five years in the Extra-ordinary general meeting held30th March 2015. Their continuance of appointment and payment of remunerationare to be confirmed and approved in the ensuing Annual General Meeting. The Company hasreceived a certificate from the above Auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.

AUDITORS`S REPORT

The Auditors have referred to certain matters in their report. The respective notes tothe account are self-explanatory in respect of comments of the Auditor.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors of the Companystate in respect of the year ended 31st March 2015.

a) In preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;

b) They have selected such Accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at the end of the financial year and of the Profitor Loss of the Company for that year. (Rs. In Lacs);

c) They have taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Actfor safeguarding the Assetsof the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared Annual Accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2014-15.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of thecontinued cooperation and support extended by the Bankers Business Constituentsemployees and the shareholders of the Company.

Registered Office: By Order of the Board
162-c Mittal Tower Nariman Point Sd/-
Mumbai 400 021 (Ranjana Gupta)
Date: 29thMay 2015 Chairperson