The Members SVAM SOFTWARE LTD
Your Directors have pleasure in presenting the 25th Annual Report on thebusiness operations and financial performance of the company during the financial yearended 31st March 2017. The profit/Loss after tax of the company is ' 262598/-during current financial year.
(Amount in Rs)
|Particulars || |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Revenue from operations ||6978509 ||8126457 ||6978509 ||8126457 |
|Profit from ordinary activities before depreciation and finance costs ||1035364 ||1268927 ||1024777 ||1261988 |
|Depreciation and Amortisation Expenses ||660518 ||1189720 ||660518 ||1189720 |
|Profit from ordinary activities before finance cost ||374846 ||79207 ||364259 ||72268 |
|Finance costs ||- ||- ||- ||- |
|Profit before share of profit of an associates and tax ||262598 ||(816345) ||252011 ||(823284) |
|Share of profit & loss of an associates ||- ||- ||(10587) ||(6939) |
|Profit before tax ||374846 ||79207 ||364259 ||72268 |
|Tax expenses ||112248 ||895552 ||112248 ||895552 |
|Profit after tax ||262598 ||(816345) ||252011 ||(823284) |
|Transferred to General reserve ||262598 ||(816345) ||252011 ||(823284) |
|Balance in retained earnings at the end of the year ||- ||- ||- ||- |
The turnover of the company during the year 2016-17 is '6978509/- as compared to '8126457/- lakhs during the immediately preceding financial year. However profit beforetax is ' 374846/- lakhs during the current financial year as compared to '79207/- lakhsduring the 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 vigour 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.
Pursuant to Securities and Exchange Boards of India (Listing Obligations and DisclosureRequirements) Regulation 2015 ('Listing Regulations') the Corporate Governance Report andthe Auditor certificate regarding compliance of conditions of Corporate Governance arepart of this Annual 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:
|Mr. Rajeev Garg ||(Managing Director & Executive ) (up to 01.08.2017) |
|Mr. Harshwardhan Koshal ||( Chairman Non Executive Independent); |
|Mr. Virender Gupta ||( Non-Executive Independent) |
|Mr. Sudhir Kumar Agarwal ||( Non Executive); and |
|Mrs. Manisha Agarwal ||( Non Executive ) |
DECLARATION BY INDEPENDENT DIRECTOR
In compliance with section 149(7) of the Act all Independent directors have givendeclaration that they meet the criteria of Independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
There is familiarization programmes for Independent Directors in respect of theirroles duties and responsibilities and related matters so that they can be familiar withthe nature and industry business plan and other aspects of the Company.
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 2017 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 K S Manish & 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 been appointed asstatutory auditors in the current AGM.
Reports issued by the Statutory Auditor on the Financial Statement for the FinancialYear ended 31st March 2017 and by the Secretarial Auditor on the Verificationof Secretarial and Compliance records of the Company for the financial year ended 31stMarch 2017 does not contain any qualification reservation or adverse remark ordisclaimer.
As on 31st March 2017 the Company has three Wholly Owned Subsidiary namely NiragiReal Estate Limited Vivid Herbs and Zalika Real Estate Limited respectively.
A separate section on the financial position and performance of subsidiary companyannexed herewith in Form AOC-I.
CONSOLITED FINANCIAL STATEMENT
As required under the Listing Regulations Consolidated Financial Statements of theCompany are approved and attached to this report. The Auditor's report on the ConsolidatedFinancial Statement is also attached. The same is unqualified. A statement pursuant to theprovisions of the Section 129 (3) of the Companies Act 2013 read with relevant rules inthe prescribed form AOC-1 showing financial highlights of the subsidiary companies isattached to the consolidated financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Detailed review by the management of the operations performance and future outlook ofthe Company and its business pursuant to Listing Regulations is presented in a separatesection- Management Discussion and Analysis which form a part of this Annual 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 of the Companies Act 2013 read with the Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 no employeeof the company was covered by these provisions during the year ended 31.03.2017.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 ('The Act') and the Rule 12 (1) ofthe Companies (Management and administration) Rules 2014 extract of annual return asattached in Annexure B
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 preclearance 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 i ncludes 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 ||Virender Gupta ||Sudhir Kumar Agarwal |
|Dated: 01/09/2017 ||(Director) ||(Director) |
| ||DIN:00869792 ||DIN:00024935 |