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SVP Global Ventures Ltd.

BSE: 505590 Sector: Others
NSE: N.A. ISIN Code: INE308E01011
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VOLUME 4021
52-Week high 514.00
52-Week low 111.00
P/E 121.18
Mkt Cap.(Rs cr) 391
Buy Price 306.00
Buy Qty 5.00
Sell Price 309.00
Sell Qty 10.00
OPEN 322.00
CLOSE 311.00
VOLUME 4021
52-Week high 514.00
52-Week low 111.00
P/E 121.18
Mkt Cap.(Rs cr) 391
Buy Price 306.00
Buy Qty 5.00
Sell Price 309.00
Sell Qty 10.00

SVP Global Ventures Ltd. (SVPGLOBAL) - Director Report

Company director report

The Members of

SVP GLOBAL VENTURES LIMITED

Your Directors take pleasure in presenting the 35th Annual Report of yourCompany together with the Standalone and Consolidated Audited Financial Statements forthe year ended March 31 2017.

1. FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Profit/(Loss) before interest depreciation and taxation 174.29 45.96 13598.99 6634.03
Less: Interest 47.85 19.91 8358.43 5037.23
Depreciation/Amortization/ Impairment 108.48 11.11 3333.26 442.15
Provision for Taxation- 0.32 8.19 146.22 275.32
current/ earlier years
156.65 39.21 - 11837.91 5754.70
Add : provisions written back - - -
Net Profit /(Loss) after Tax 17.64 6.75 1761.08 879.33
Add: Balance in Profit & Loss 74.65 67.90 3458.14 2578.82
Account
Less: Transferred to Reserve - - -
Fund
Balance Carried Forward 92.29 74.65 5219.22 3458.15
Appropriations
Interim Dividend - - - -
Final Dividend - - - -
Dividend Tax - - - -
Balance carried forward 92.29 74.65 5219.22 3458.15
Total 92.29 74.65 5219.22 3458.15

2. FINANCIAL PERFORMANCE Standalone Results:

Your Company completed the Financial Year 2016 – 17 with a Gross Turnover of Rs.5.63 Crores. Pre-tax and post-tax profits are Rs. 17.96 Lacs and Rs. 17.64 Lacsrespectively marking an increment of 20.22% and 161.31% respectively.

Consolidated Results:

The Gross Turnover of the Company for the Financial Year 2016-17 stood at Rs. 1922.14Crores. Pre-tax profit and post-tax profit stood at Rs. 19.07 Crores and Rs. 17.61 Croresrespectively marking an increment of 65.18% and 100.27% respectively.

3. DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2017.

4. INVESTMENTS

The Book value of the unquoted investments for the year under review is Rs.1030891400 (previous year Rs. 1 03 08 91400).

5. SHARE CAPITAL Authorised Capital

The Authorised Capital of the Company as on 31.03.2017 was Rs. 19.00 Crores. During theyear under review the Company has not increased its Authorised Capital.

Paid-up Capital

The paid up Equity Share Capital as on March 31 2017 was Rs. 18.65 Cores. During theyear under review the Company has not increased its paid up capital.

6. BOARD OF DIRECTORS

Appointment of Independent Directors

At a board meeting held on 13.02.2017 the Board had appointed Ms. Palak KanaiyalalBhavsar (DIN : 07425056) as an Additional Director in the category of Independent WomenDirector under the Companies Act 2013 for five consecutive years i.e. from 13thFebruary 2017 to 12th February 2022.

Further a board meeting held on 10.04.2017 the Board had appointed Ms. Bhumika RameshRuparelia ( DIN : 07785779) as an Additional Director in the category of IndependentDirector under the Companies Act 2013 for a term of of five consecutive years i.e. from10th April 2017 to 09th April 2022.

.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI (LODR)2015.

The requisite Resolution for the appointment of Ms.

Palak Kanaiyalal Bhavsar (DIN: 07425056) as an Independent Women Director and Ms.Bhumika Ramesh Ruparelia (DIN: 07785779) as an Independent Director is being proposed atthe forthcoming Annual General Meeting for the approval of the Members.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. PraveenShelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his appointment.

During the period under review Director Mr. Veera Subba Reddy (DIN: 00353530)(Independent Director) resigned from the Board and the said resignation of Director wasapproved by the Board in their meeting held on 13.02.2017. The Board places on record hisappreciation and gratitude for his guidance and contribution during his association withthe Company.

7. BOARD EVALUTION

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out an annual performance evaluation of its own performance of all Director'sindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of the

composition of the Board and its Committees execution and performance of specificduties obligations and governance etc. A separate exercise was carried out to evaluatethe performance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority Shareholders etc. Theperformance evaluation of the independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and non-independent Directors was also carriedout by the Independent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.

8. NUMBER OF BOARD MEETING HELD

During the year under review Seven Board Meetings were convened and held. The detailsthereof are given in the Corporate Governance Report annexed herewith as Annexure- II.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

9. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review following changes has been made in the key managerialpersonnel

- Shubhangi Thool has resigned from the post of Company Secretary and ComplianceOfficer w.e.f 28th March 2016 which was approved by the Board in the BoardMeeting held on 13th April 2016

- Ms. Roopsi Sharma appointed as Company Secretary and Compliance Officer w.e.f 13thApril 2016

- Mr. Santosh Gupta has been resigned as Chief Finance Officer w.e.f 06thMay 2016

- Mr. Narendra Kumar Jain has been Appointed as Chief Finance Officer w.e.f 06thMay 2016

- Ms. Roopsi Sharma has resigned from the post of Company Secretary and ComplianceOfficer w.e.f 13th February 2017

In view of the resignation of Ms. Roopsi Sharma on 13th February 2017 fromthe services of the Company she had ceased to be the Company Secretary and ComplianceOfficer of the Company. With effect from 10th April 2017 Ms. Prachi Saxena had beendesignated as Company Secretary and Compliance Officer of the Company and In view of theresignation of Mr. Narendra Kumar Jain as Chief Financial Officer of the Company as on 10thApril 2017 Mr. Diwakara Rao Akkala has been designated as the Chief Financial Officer ofthe Company with effect from 10th April 2017.

1. Mr. Diwakara Rao Akkala - Chief Financial Officer W.e.f. April 10 2017

2. Ms. Prachi Saxena - Company Secretary and Compliance Officer W.e.f. April 10 2017

10. AUDITORS

Statutory Auditors

At the previous Annual General Meeting held on 30.09.2016 M/s. Motilal &Associates Chartered Accountant bearing Firm Registration No. 106584W (formerly known asShah Parmar & Mehta Chartered Accountants bearing Firm Registration No.141689W beforemerger) were appointed as statutory auditors of the Company to hold office till theconclusion of the Annual General Meeting to be held for the financial year 2020-21 subjectto ratification of the appointment at every Annual General Meeting. Accordingly theappointment of M/s. Motilal & Associates Chartered Accountants as statutory auditorsof the Company will be placed for ratification by the shareholders in the ensuing AGM. Inthis regard the Company has received a certificate from the auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

Further there was no fraud in the Company which was required to be reported by thestatutory auditors of the Company under sub-section (12) of Section 143 of Companies Act2013.

11. AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with the Notes toAccounts are self-explanatory and therefore in the opinion of the Directors do not callfor any further explanation. The auditor's reports do not contain any reservationqualification and adverse remark for the financial year under review.

12. SECRETARIAL AUDITORS

Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Shravan A. Gupta and Associates (CP No. : 9990 ACS: 27484) Practicing CompanySecretary to undertake the secretarial audit of the Company for the year ended 31stMarch 2017. The Secretarial Audit Report is annexed herewith as Annexure – I. TheSecretarial Audit Report does not contain any adverse qualification reservation orremark.

13. INTERNAL AUDITORS

Mr. Praveen Sharma (ACA No. 422058) Chartered Accountant performs the duties ofInternal Auditor of the Company and their report is reviewed by the audit committee fromtime to time.

14. FIXED DEPOSIT

The Company has neither invited nor accepted any deposits from the public duringthe period under review.

Accordingly there are no unclaimed or unpaid deposits lying with the Company for theperiod under review.

15. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY

UNDER SECTION 186 DETAILS

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Hence reporting under this section is notapplicable. The particulars of Investments have been disclosed in the Standalone FinancialStatement.

16. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statement in terms ofSection 134(3) (c) read section 134(5) of the Companies Act 2013:

a) That in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 ended March 31 2017 and of the profit of the Company for that year.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the year ended March 312017 on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial control are adequate and are operatingeffectively ; and

f) That there is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

17. CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirementsduring the period under review. Your Company lays strong emphasis on transparencydisclosure and independent supervision to increase various stakeholders' value. A separatereport on Corporate Governance is enclosed as a part of this Annual Report in Annexure-II. A certificate from the Auditors of the Company regarding compliance with the

Corporate Governance norms stipulated is annexed to the Report on CorporateGovernance. Further the Company regularly submits the Quarterly Corporate GovernanceCompliance Report to the BSE.

18. COMMITTEES

Audit Committee

Audit Committee comprises of three members and two members including Chairman areIndependent Directors. All transactions with related parties are on an arm's length basis.During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee. The Company has in place a whistle blower policyfor Directors and Employees to report genuine concerns about any wrongful conduct withrespect to the Company or its business or affairs. This policy covers malpractices misuseor abuse of authority fraud violation of the Company's policies or Rules manipulationsnegligence causing danger to public health and safety misappropriation of monies andother matters or activity on account of which the interest of the Company is affected oris likely to be affected and formally reported by whistle blowers. The Policy providesthat all Protected Disclosures can be addressed to the Managing Director of the Company orto the Chairman of the Audit Committee in exceptional cases. All protected disclosuresunder this policy will be recorded and thoroughly investigated. If an investigation leadsthe Competent Officer / Chairman of the Audit Committee to conclude that an improper orunethical act has been committed the Competent Officer / Chairman of the Audit Committeeshall recommend to the management of the Company to take such disciplinary or correctiveaction as he may deem fit. The details of the whistle blower policy are also available onthe Company's website www.svpglobal.co.in.

Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of three members of which twoincluding the Chairman of the Committee are Independent Directors.

The Company's Remuneration Policy is attached as ‘Annexure-III' and forms apart of this Report.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of three members. Two members amongthem are Independent Directors including the Chairman. All the grievances of stakeholdersare resolved by the Stakeholder Committee of the Board.

Share Allotment Committee

The Share Allotment Committee comprises of two members. One of them is Non- executiveDirector and another one is Executive Director.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to spend any amount on CSR Activities during the yearunder review as on the last audited balance sheet as at 31.03.2016 neither the net worthexceeds Rs. 500 crore nor the turnover exceeds Rs. 1000 crore nor the net profit exceedsRs. 5 crore. Hence the provisions of Companies Act 2013 regarding Corporate SocialResponsibility would not be applicable.

20. RELATED PARTY TRANSACTION

All the transactions with related parties are in the ordinary course of business and onarm's length basis. The details of the transactions entered into between the Company andthe related parties are given in AOC-2 to this report as Annexure IV. Suitabledisclosure as required by the Accounting Standard (AS18) has been made in the notes to theFinancial Statements.

The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION

134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in anymanner as stipulated under Companies Act 2013 and at the same time possess relevantexpertise and experience that are additive to the Board of the Company for deliveringhigher growth and higher value. Necessary Declarations have been obtained from all theIndependent Directors under sub-section (6) of Section 149 of the Companies Act 2013.

22. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

There were no significance and material orders passed by regulators or courts ortribunals impacting the going concern status and Company operations in future. There wereno material changes and commitments affecting the financial position of the Companyoccurring between March 31 2017 and till the date of this Report.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are authorizedrecorded and reported to the Management. The Company is following all the applicableaccounting Standards for properly maintaining the books of accounts and reportingfinancial statements. The Internal Auditor of the Company checks and verifies the internalcontrol and monitors them in accordance with policy adopted by the Company. The Companycontinues to ensure proper and adequate systems and procedure commensurate with its sizeand nature of its business.

24. SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

COMPANIES DURING THE YEAR

The Company has 7 direct and indirect subsidiaries.

A report on the performance and financial position of subsidiary companies as perCompanies Act 2013 is provided in Annexure V

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on Conservation of Energy Technology Absorption and Foreign Exchangeearnings and Outgo stipulated under section 134(3)(m) of the Companies act 2013 read withrule 8 of the Companies(Accounts) rules 2014 are given in the Annexure VIforming part of this reports.

26. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under Section 134 ofthe Companies Act 2013 read with Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT9 is annexed herewith as Annexure–VII

28. DEMATERIALIZATION

Your Company has connectivity with National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade andhold shares in an electronic/dematerialized form. The shareholders are advised to takebenefits of dematerialization.

29. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended 31st March 2017.

30. CREDIT FACILITIES

The Company is enjoying credit facilities of Rs. 25.00 Crs. From Indian Bank and Rs.55.00 Crs. From RIICO

31. INSURANCE

All insurable assets of the Company including inventories warehouse premises etc. areadequately insured.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the SEBI (LODR) 2015 the Management Discussionand Analysis Report titled as Management Report is presented in a separate section of theAnnual Report.

33. HUMAN RESOURCES

The well-disciplined workforce which has served the Company for decades in theCompany's major achievement and shall well continue for the years to come. Maintenance ofa cordial and supportive environment is a pre-requisite for the smooth functioning of anyorganization. This requires the management and the employees to fully understand andrespect each other. On an ongoing basis the management identifies and implements necessarymeasures to maintain a positive climate and improve performance levels. The management hasalways carried out systematic appraisal of performance and imparted training at periodicintervals. The Company has always recognized talent and has judiciously followed theprinciple of rewarding performance.

34. BUSINESS RISK MANAGEMENT

Although the Company has long been followed the principle of risk minimization as isthe norm in every Industry it has now become a compulsion. Therefore the Board ofMembers were informed about the risk assessment and minimization procedures after whichthe Board formally adopted step for framing implementing and monitoring the riskmanagement plan for the Company.

The main objective is to ensure sustainable business growth with stability and topromote a proactive approach in reporting evaluating and resolving risk associated withthe business. In order to achieve with the key objectives the Company adopts a structuredand disciplined approach to Risk management in order to guide decisions on risk relatedissues.

In today's challenging and competitive environment strategies for mitigating inherentrisk in accomplishing the growth plans of the Company are imperative. The Common riskinter-alia are Regulations Competitive Business risk Technology obsolescenceInvestments Retention of talent and Expansion of facilities.

Business risk inter-alia further includes financial risk political risk and legalrisk. These risks are assessed and steps as appropriate are taken to mitigate the same.

35. TRANSFER OF AMOUTS TO INVESTOR EDUCATION AND

PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF)

36. WEBSITE OF THE COMPANY

The Company maintains a website www.svpglobal.co.in where detailed information of theCompany and its products are provided.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.svpglobal.co.in. TheCode lays down the standard procedure business conduct which is expected to be followed bythe Directors and the designated employees in their business dealings and in particularson matter relating to integrity in the work place in business practices and in dealingwith stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith code.

38. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF

WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

No. of complaints received. - NIL

No. of complaints disposed off – Not Applicable.

There was no case of sexual harassment reported during the year under review.

39. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment ofAssets" the Company has reviewed the carrying amount of its fixed assets as at theend of the year based on the strategic plans and such valuation of the fixed assets of theCompany on impairment of assets is envisaged at the balance sheet date.

40. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company are prepared in accordance withthe provisions of section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014. This will also be available for inspection by the shareholders atthe registered office during the business hours. The audited consolidated financialstatement is provided in the Annual Report.

41. ACKNOWLEDGEMENTS:

Your Directors thank the various Government Departments Organizations and Agencies forthe continued help and co-operation extended by them. The Directors also gratefullyacknowledge all stakeholders of the Company viz. customers members dealers vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company'swellbeing.

For and on behalf of the Board of Directors
For SVP Global Ventures Limited
Sd/- Sd/-
CHIRAG PITTIE PRAVEEN SHELLEY
(Managing Director) (Director)
DIN: 00117368 DIN: 01922237
Date: May 30 2017
Place: Mumbai.
Registered Office
97 Maker Tower ‘F' Cuffe Parade Mumbai – 400 005