The Members Svam Software Ltd.
Your Directors have pleasure in presenting the 24th Annual Report on thebusiness operations and financial performance of the company during the financial yearended 31st March 2016. The profit/Loss after tax of the company is ' (797595)/-during current financial year.
|Particulars || |
| ||31.03.2016 ||31.03.2015 ||31.03.2016 ||31.03.2015 |
|Sales/Operating Income ||259350 ||92480 ||259350 ||92480 |
|Other Income ||8532107 ||6197477 ||8564407 ||6226677 |
|Expenses:- || || || || |
|Purchase of Stock in trade ||230000 || |
|230000 || |
|Changes in Inventory of Stock -in-Trade ||4497753 ||2649401 ||4497753 ||2649401 |
|Employee Benefit Expenses ||835198 ||486230 ||835198 ||486230 |
|Depreciation and Amortisation Expenses ||1189720 ||1192270 ||1189720 ||1192270 |
|Administrative & Other expenses ||1940829 ||1845513 ||1980068 ||2340051 |
|Profit Before Tax ||97957 ||116543 ||91018 ||(348795) |
|Tax Expense:- || || || || |
|Current Tax ||- ||2 2 207 ||- ||22207 |
|Deferred Tax ||734378 ||35841 ||734378 ||35841 |
|MAT Credit Entitlement ||161174 ||(175489) ||161174 ||(175489) |
|Profit/(Loss) After Tax ||(797595) ||233984 ||(804534) ||(231354) |
The turnover of the company during the year 2015-16 is '259350/- as compared to '92480/- lakhs during the immediately preceding financial year. However profit before taxis ' 97957/- lakhs during the current financial year as compared to '116543/- lakhs duringthe immediately preceding financial year.
The outlook of the economic growth across the globe with positive vibrations will fuela growth and demand recovery. At the present the government has ushered in era of hope anddevelopment and a vision to create a robust economy for India. An initiative that hasparticularly galvanized the entire country id 'make in India' led by our Hon'ble PrimeMinister. Under this Campaign Government has taken a lot of reforms to uplift the marketand the management is also quite positive about the future market. While optimism rearsfor new vigo ur and thrust like emphasis on colour ways and new designs it is expectedthese changes will bring in positive response from the overseas buyers and will triggergrowth and profitability in due course of time.
Keeping in view need to conserve resources for growth of the Company your Directorsare constrained not to recommend any dividend for the year under review.
PUBLIC DEPOSIT SCHEME
During the year your Company has not accepted any deposits within the meaning of theprovision of Chapter V of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
Your Company is committed to maintain the highest standards of Corporate Governance.Your Director adhere to the stipulations set out in the Listing Agreement with the StockExchanges and have implemented all the prescribed requirements.
A separate report on Corporate Governance as stipulated under Clause 49 of the listingAgreement with the Stock Exchanges and have implemented all the prescribed requirements.
A certificate from the auditors of the company M/s Deepak I P Agarwal & Co;Chartered Accountants confirming compliance of conditions of Corporate Governance asstipulated in Clause 49 is annexed to this report.
BOARD OF DIRECTORS
Your board has a Non-Executive Chairman and the number of Independent Directors is onethird of the total strength of Directors. The composition of the board is in conformity ofClause 49 of the Listing Agreement.
Your board of directors consist of the following four directors:
|1. Mr. Rajeev Garg ||(Managing Director & Executive); |
|2. Mr. Harshwardhan Koshal ||(Chairman Non Executive Independent); |
|3. Mr. Virender Gupta ||(Non-Executive Independent) |
|4. Mr. Sudhir Kumar Agarwal ||(Non Executive); and |
|5. Mrs. Manisha Agarwal ||(Non Executive) |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies ACT 2013 it is hereby confirmed:
1. That in the preparation of the accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;
2. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for the year under review.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
4. That the Directors had prepared the accounts for the financial year ended 31stMarch 2016 on a going concern basis.
5. The Directors had laid down internal Financial Control to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively.
6. The Director had devised proper system to ensure compliance with the provision ofall applicable laws and that such system were adequate and operating effectively.
AUDITORS AND THEIR REPORT
M/s Moon And Company and M/s B Shubhangi & Associates have been appointed as theStatutory Auditor and Secretarial auditor respectively for the Financial Year 2016-17.
NOTE:- M/S. MOON AND COMPANY CHARTERED ACCOUNTANTS! FRN024693N) have beenappointed as statutory auditors in the current AGM.
Reports issued by the Statutory Auditor on the Financial Statement for the FinancialYear ended 31st March 2016 by the Secretarial Auditor on the Verification ofSecretarial and Compliance records of the Company for the Financial year ended 31stMarch 2016 contain Certain qualification reservation or adverse remark or disclaimer.
As on 31st March 2016 the Company has three Wholly Owned Subsidiary namelyDeby Exim Limited Echelon Estates Limited and Ubiquitous Medicos Limited respectively.
Consolidated Accounts of its subsidiaries for the year under review has also been drawnin accordance with applicable accounting Standards.
CONSOLITED FINANCIAL STATEMENT
As required under the Listing Agreements with the Stock Exchanges ConsolidatedFinancial Statements of the Company are attached. The consolidated Financial statementshave been prepared in accordance with Accounting standard 21 Accounting standard 23 andAccounting standard 27 issued by The Institute of Chartered Accountants of India and theprovision of the Listing Agreement with the Stock Exchange forms a part of this annualReport. The Auditor's report on the Consolidated Financial Statement is also attached. Thesame is unqualified. A statement pursuant to the provisions of the Section 129 (3) of theCompanies Act 2013 read with relevant rules in the prescribed form AOC-1 showingfinancial highlights of the subsidiary companies is attached to the consolidated financialstatements and therefore not repeated here for the sake of brevity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Detailed review by the management of the operations performance and future outlook ofthe Company and its business pursuant to clause 49 of the Listing agreement is presentedin a separate section- Management Discussion and Analysis which form a part of thisAnnual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings & outgo as required under the Companies Act 2013 read with theDraft Companies Rules 2014 is given as per Annexure of the Directors Report.
PARTICULARS OF EMPLOYEES
As required under section 197(12) of the Companies Act 1956 read with the rules 5(2)and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a and Companies (Particulars of Employees) Rules 1975 as amended time to time noemployee of the company was covered by these provisions during the year ended 31.03.2016.
CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All contracts/ arrangement/ transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm length basis.During the year the company has not entered into any contracts / arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The prescribedform AOC-2 is enclosed as Annexure and forms part of the report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with thecode.
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
The Company places on record its deep appreciation of the devoted services ofexecutives and other staff of the company who have contributed in the performance and theCompany's inherent strength. Grateful thanks are also due to the investors the bankersbusiness associates & all other stakeholders for their continued support to thecompany from time to time.
| || ||By the Order of the Board |
| || ||For SVAM SOFTWARE LIMITED |
|Place: New Delhi ||Rajeev Garg ||Sudhir Kumar Agarwal |
|Dated: 01/09/2016 ||(Managing Director) ||(Director) |
| ||DIN:02216829 ||DIN:00024935 |