To the Members
Your Directors have pleasure in presenting this Annual Report of your Company togetherwith the Audited Statements of Accounts for the year ended March 31 2016.
Despite of Company Law Board Order dated April 04 2014 for change in management of theCompany and Company Law Board Order dated June 04 2015 the Old management did nothandover all records of the Company to the new management.
|Financial Results ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Income ||3235578 ||- |
|Less: Expenditure ||3044344 ||758277 |
|Profit before Tax ||191234 ||(758277) |
|Less : Income Tax For Current Year ||56000 ||- |
|Profit after Tax ||135234 ||(758277) |
|Add : Profit brought forward from Previous Year ||- ||- |
|Balance carried forward ||135234 ||(758277) |
As there was minimal income in the current year to strengthen the financial positionof the Company and to augment working capital your directors regret to declare anydividend.
RESERVES & SURPLUS
Total profit of Rs.135234/- for the financial year is proposed to be transferred tothe General Reserve.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
Your Directors have pleasure to inform you that Company has succeeded in starting thetrading and has generated gross revenue of Rs.32 lacs and profit after tax is 1.35 lacs.
CHANGES IN SHARES CAPITAL
The Company has not issued any kind of shares or securities during the year underreview.
REGISTERED OFFICE AND CORPORATE OFFICE
During the period under review Company shifted its registered office from 3 PrimeRose Near Airtel Gallery Lokhandwala Complex Andheri (West) Mumbai 400053 toUnit No. 42 Citi Mall Link Road Andheri (West) Mumbai 400053.
The Company has also opened a new corporate office at C-1 Fortune Delight HoshangabadRoad Bhopal Madhya Pradesh 462026.
Your Company primarily operates in the business segment of mining and trading.
RISK & CONCERNS
Subsequent to the Company Law Board Principle Bench Delhi vide its order dated June4 2015 the company is trying to recover from its financial mess done by its old board.The Board is confident of its recovery. The company has complained to Economic OffenceWing regarding misappropriation of funds.
The overall downturn in the fuel prices will only benefit the company and lower theoperational cost of the company.
The Board of directors perceives that competition from established players and changein government policies as major threats. These coupled with Price volatility Trade policyuncertainties and Environmental concerns also possess its own challenges.
The Company business is of cyclic nature which has its own problems.
SVC Resources Limited (SVC) is a BSE listed company. SVC is a professionally managedCompany with the Board Members having rich and varied experience in Exploration MiningProcessing Trading Finance and other fields.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The present internal control systems are commensurate with its size.
As per records available from BSE Website and MCA Website Company has only oneoverseas subsidiary SVC Resources FZC Sharjah UAE. However the company has no recordspertaining to its subsidiary as old management has not handed over the records to the newmanagement despite of the Company Law Board Order. Hence subsidiary accounts are notenclosed.
As the Old Board has not handed over the books of accounts statutory records andminutes book the company is not in a position to ascertain acceptance of public deposits.Company Law Board New Delhi vide its order dated June 4 2015 has directed the old boardto handover books of accounts and other records to the new board. However the old boardis yet to hand over the same. The new management of the Company has not accepted anydeposit from public since the new management has taken charge of the Company.
PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OFCOMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts and formspart of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors in their meeting held on November 18 2015 accepted theresignation tendered by Mr. Mohammed Ali Managing Director of the Company. In the sameBoard meeting Mr. AkhileshMalvi was appointed as Managing Director of the Company subjectto approval of members. Your Board places on records its appreciation for outstandingcontribution made by Mr. Mohammed Ali during his tenure as Managing Director of theCompany.
Mr. Zalak Shah tendered his resignation with effect from September 03 2015. Ms. TulsaSilwal was appointed as Non Executive Independent Director in the Board meeting held onDecember 30 2015 subject to the approval of members. Mr. MandarDesai was appointed asCompany Secretary of the Company on March 03 2016. Mr. TusharMoghe who was appointed asChief Financial Officer of the Company tendered his resignation subsequent to the end ofthe financial year.
Appointment of Managing Director and Additional Director will be confirmed inensuingthe Annual General Meeting.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
Companys policy relating to directors appointment payment of remuneration anddischarge of their duties is annexed herewith as Annexure II.
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors Report as Annexure V.
Company encourages a culture that develops and empowers people promotes team buildingand nurtures new ideas. The Companys recruitment practice ensures that suitablecandidates with merit are recruited and provided with the right opportunities to growwithin the organisation.
AUDITORS Statutory Auditors
The current Auditors of the company M/s D N Khatri Chartered Accountants whose term ofAppointment expires at the ensuing Annual General Meeting. They have expressed theirdesire not to be re-appointed. Board has considered appointment of M/s Jain and JainChartered Accountants as Statutory Auditors subject to approval of members of the company.
The Auditors have give a qualified Audit Report with the following qualification:-
Basis for Disclaimer of Opinion
So far as information and explanations given to us the Old Management of the Companywas removed in an Extraordinary General Meeting held on January 11 2014 and supported bythe an order of the Company Law Board Delhi dated April 4 2014.
Thereafter the Old Management did not hand over books of accounts statutory recordsminutes books bank statements subsidiary details and any other records/documents to theNew Management. Since then the New Management of the Company is engaged in a legal battlewiththe Old Management. As such the Company does not have books of accounts or any otherrecords. In this regard the Company had filed petition with the Company Law Board Delhi.The case was decided in favour of the New Management on June 4 2015. However the NewManagement are yet to receive the books of accounts and other records of the company fromthe Old Management.
We have not been able to access the books of accounts and other records of the company;the elements making up the Balance Sheet and the Statement of Profit and Loss and CashFlow.
Disclaimer of Opinion
Because of the significance of the matters described in the Basis of Disclaimer ofOpinion paragraph we have not been able to obtain sufficient appropriate audit evidenceto provide a basis for an audit opinion. Accordingly we do not express an opinion on thefinancial statements.
Subsequent to Company Law Board Order dated June 04 2015 the new management is incontinues touch for handover of Books of Accounts and Statutory Records. The company hasalso filed a complaint with the police station for the same. The company is yet to receiveBooks of Accounts and Statutory Records. Financial statements have been prepared on thebasis of records available with the Company Banks BSE and Government Authorities.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Person) Rules 2014 the Company has appointedM/s. Ramesh Chandra Bagdi& Associates to undertake the Secretarial Audit of theCompany.
In terms of provisions of Section 204(1) of the Companies Act 2013 Secretarial AuditReport is annexed to this Board Report as Annexure III.
PARTICULARS OF EMPLOYEES
The Company has no directors or employees who are in receipt of remuneration exceedingthe sum prescribed under section 197 of the Companies Act 2013 read with Rule (5) ofCompanies (Appointment and Remuneration of Managerial Person) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2015-16.
Pursuant to the provisions of Companies Act 2013 and Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution and independence ofjudgment thereby safeguarding the interest of the Company. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report asAnnexure I.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Company does not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
DIRECTORS RESPONSIBILITY STATEMENT
As the Old Board has not handed over the books of accounts statutory records andminutes book the company is not in a position to confirm and ascertain the genuineness ofvarious balances and advances shown in the Annual Report for the year ended March 312013.
The Company Law Board Principle Bench New Delhi vide its order dated June 04 2015has directed the old board to handover books of accounts and other records to the newboard. However the old board is yet to hand over the same.
Pursuant to Section 134 of the Companies Act 2013 the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitand loss of the Company for the year ended March 31 2016;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) 2015 the Independent Directors ofthe Company have given the declaration to the Company that they qualify the criteria ofindependence as required under the Act.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The web link for the Whistle Blower Policy ishttp://svcresources.co.in/wp-content/uploads/2015/12/Whistle-Blower-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
The provision of Corporate Social Responsibility does not apply to the company.
RELATED PARTY TRANSACTIONS
No transactions were carried out between any of the related parties in the year underreview. The web link for related party transaction policy ishttp://svcresources.co.in/wp-content/uploads/2015/12/Related-Party-Transaction.pdf
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for creating a Risk Registeridentifying internal and external risks and implementing risk mitigation steps.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
SEPARATE INDEPENDENT DIRECTOR MEETING
The Board of Directors of the Company meet once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Committeeis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure IV.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
On August 21 2015 BSE Limited suspended the trading in securities of the Company. TheCompany had applied to BSE Limited for revocation of suspension and got the same revokedon June 07 2016 along with monetary penalty.
The Board of Directors wishes to convey their appreciation to all your Companysemployees for their performance and continued support. The Directors would also like tothank all the Shareholders Consultants Customers Vendors Bankers Service Providersand Government and Statutory Authorities for their continued support.
| ||For and on behalf of the Board |
|Place: Mumbai ||For SVC Resources Limited |
|Date: August 10 2016 ||Chairman |
ANNEXURE TO DIRECTORS REPORT
A. CONSERVATION OF ENERGY
(a) Major energy conservation measures taken during the year:
The Company has taken adequate measures to conserve energy by continuous monitoring andeffective use of energy which is continuous process.
(b) Additional investment and proposals if any being implemented for reduction ofconsumption of energy: No additional investment proposed.
(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:
Since it is continuous process of monitoring and usage the impact is not quantifiable.
(d) Electricity consumed during the year - NIL
B. TECHNOLOGY ABSORPTION
Particulars with respect to technology absorption are given below:
A. Research and Development (R & D)
i. Specific areas in which R & D carried out by the Company:
The Company has not carried out any research and development activities during the yearunder review.
ii. Benefits derived as a result of the above R & D: Not Applicable
iii. Future plan of Action: Nil
iv. Expenditure on R & D.: Nil
B. Technology absorption adaption and innovations: Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Nil Annexure II
POLICY RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES Extracts of the Policy are as under:Appointment of Directors:
The appointments of Directors are recommended by the Nomination and RemunerationCommittee of the Company however all the appointments are subject to approval of Board ofDirectors of the Company.
Remuneration to Directors and Key Managerial Personnel:
None of the directors are entitled to any Remuneration or any sitting fees howeverreimbursement of expenses is allowed wherever expense is made for the Company. CompanySecretary and Chief Financial Officer of the Company are entitled to fixed remunerationwhich is fixed by the Managing Director of the Company.
Discharge of Duties:
Directors and KMP are required to perform all the duties which are mentioned under theArticles and all other duties as may be prescribed by the Board of Directors of theCompany.