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SVP Global Ventures Ltd.

BSE: 505590 Sector: Others
NSE: N.A. ISIN Code: INE308E01011
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OPEN 311.90
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VOLUME 3134
52-Week high 514.00
52-Week low 111.00
P/E 114.55
Mkt Cap.(Rs cr) 370
Buy Price 292.05
Buy Qty 5.00
Sell Price 292.10
Sell Qty 1.00
OPEN 311.90
CLOSE 299.85
VOLUME 3134
52-Week high 514.00
52-Week low 111.00
P/E 114.55
Mkt Cap.(Rs cr) 370
Buy Price 292.05
Buy Qty 5.00
Sell Price 292.10
Sell Qty 1.00

SVP Global Ventures Ltd. (SVPGLOBAL) - Director Report

Company director report

The Members of

SVP GLOBAL VENTURES LIMITED

Your Directors take pleasure in presenting the Thirty Forth Annual Report of yourCompany together with the Standalone and Consolidated Audited Financial Statements forthe year ended March 31 2016.

1. FINANCIAL RESULTS
Rs (In Lacs)
Particulars

Standalone

Consolidated

2015-16 2014-15 2015-16
Profit/(Loss) before interest depreciation and taxation 26.04 43.12 1596.80
Less: Interest - - -
Depreciation/Amortization/ Impairment 11.10 13.76 442.15
Provision for Taxation- current/ earlier years 8.19 10.63 275.32
19.29 24.39 717.47
Add : provisions written back - - -
Net Profit /(Loss) after Tax 6.75 18.73 879.33
Add: Balance in Profit & Loss Account 67.90 49.17 2578.82
Less: Transferred to Reserve - - -
Fund
Balance Carried Forward Appropriations 74.65 67.90 3458.14
Interim Dividend - - -
Final Dividend - - -
Dividend Tax - - -
Balance carried forward 74.65 67.90 3458.14
Total 74.65 67.90 3458.14

2. FINANCIAL PERFORMANCE

Standalone Results:

The Gross Turnover of the Company for the Financial Year 2015-16 stood at Rs. 17.02Crores marking a decline of 54.27% from the last financial year. Pre-tax and post-taxprofits are Rs. 14.94 Lacs and Rs. 6.75 Lacs respectively marking a decline of 49.13% and63.97% respectively.

Consolidated Results:

The Gross Turnover of the Company for the Financial Year 2015-16 stood at Rs. 1784.13Crores. Pre-tax profit and post-tax profit stood at Rs. 11.55 Crores and Rs. 8.79 Croresrespectively.

3. DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2016.

4. INVESTMENTS

The Book value of the unquoted investments for the year under review is Rs.1030891400 (previous year Rs. 2902600).

5. SHARE CAPITAL

Authorised Capital

The Authorised Capital of the Company as on 31.03.2016 was Rs. 19.00 Crores. Duringthe year under review the Company has increase Authorised Capital from Rs. 15.00 Croresto Rs. 19.00 Crores.

Paid-up Capital

The paid up Equity Share Capital as on March 31 2016 was Rs. 18.65 Cores. During theyear under review the Company has issued 600000 5% Redeemable Preference shares of Rs. 10each at a premium of Rs. 140 per share (i.e. at a price of Rs. 150 per share to promotersand promoter group.

6. BOARD OF DIRECTORS

Appointment of Independent Directors

At a board meeting held on 15.01.2016 the Board had appointed Mr. Veera Subba Reddy (DIN : 00353530) as an Additional Director in the category of Independent Director underthe Companies Act 2013 for a term of 5 consecutive years up to conclusion of 38th AnnualGeneral Meeting.

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 Mr. Veera Subba Reddy (DIN: 00353530)as an Independent Director is being proposed at the forthcoming Annual General Meeting forthe 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.

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 ofthe 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 Nine 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:

In view of the retirement of Ms. Shubhangi Thool on 28th March 2016 fromthe services of the Company she has ceased to be the Company Secretary and ComplianceOfficer of the Company. With effect from 07th April 2016 Ms. Roopsi Sharma has beendesignated as Company Secretary and Compliance Officer of the Company and In view of theresignation of Mr. Santosh Gupta as Chief Financial Officer of the Company as on 06thMay 2016 Mr. Narendra Kumar Jain has been designated as the Chief Financial Officer ofthe Company with effect from 06th May 2016

1. Mr. Narendra Kumar Jain - Chief Financial Officer W.e.f. May 06 2016

2. Ms. Roopsi Sharma - Company Secretary and Compliance Officer W.e.f. April 07 2016

10. AUDITORS

Statutory Auditors

M/s. Shah Parmar & Mehta (Formerly known as Sanjay Shah & Co.) (FirmRegistration No. 141689W) Chartered Accountants Mumbai who are to retire at theconclusion of the forthcoming Annual General Meeting have offered themselves forre-appointment as Auditors of the Company. The Board recommends the appointment of M/s.Shah Parmar & Mehta Chartered Accountants as the Statutory Auditor of the Company fora term of 5 years from the conclusion of forthcoming Annual General Meeting of the Companysubject to ratification by the shareholders every year. They have confirmed theireligibility under Section 141 of the Act and the Rules framed thereunder for theirappointment as Auditors of the Company.

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 2016. 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 withthe Company for the period 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. ECONOMIC SCENARIO AND OUTLOOK

India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and International Monetary Fund (IMF). According to theEconomic Survey 2015-16 the Indian economy will continue to grow more than 7 per cent in2016-17.

The improvement in India’s economic fundamentals has accelerated in the year 2015with the combined impact of strong government reforms RBI's inflation focus supported bybenign global commodity prices. According to IMF World Economic Outlook Update (January2016) Indian economy is expected to grow at 7-7.75 per cent during FY 2016-17 despitethe uncertainties in the global market.

The steps taken by the government in recent times have shown positive results asIndia's gross domestic product (GDP) at factor cost at constant (2011-12) prices 2015-16is Rs 113.5 trillion (US$ 1.668 trillion) as against Rs 105.5 trillion (US$ 1.55trillion) in 2014-15 registering a growth rate of 7.6 per cent.

All these factors are good for the Indian textile industry in a long run. India isannounced as the world’s second largest exporter of textiles and clothing in theworld. The

Indian textiles and apparel industry is expected to grow to a size of US$ 223 billionby 2021. This industry accounts for almost 24% of the world’s spindle capacity and 8%of global rotor capacity. Abundant availability of raw materials such as cotton woolsilk and jute as well as skilled workforce have made the country a sourcing hub

 

17. 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 2016the 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 2016 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 312016 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.

18. 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. Aseparate report 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 normsstipulated is annexed to the Report on Corporate Governance. Further the

Company regularly submits the Quarterly Corporate Governance Compliance Report to theBSE.

19. 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 theyear there are no instances where the Board had not accepted the recommendations of theAudit Committee. The Company has in place a whistle blower policy for Directors andEmployees to report genuine concerns about any wrongful conduct with respect to theCompany or its business or affairs. This policy covers malpractices misuse or abuse ofauthority 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’ andforms a part 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. All the allotment of shares are done afterthe approval of Share Allotment Committee via Meetings duly held.

20. 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 31.03.2015 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.

21. 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 Companyand the 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 or transactions vis--vis theCompany.

Your attention is drawn to the Related Party disclosures set out in Note no. 3.5 of theStandalone Financial Statements.

22. 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.

23. 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 2016 and till the date of this Report.

24. 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 probablyauthorized recorded and reported to the Management. The Company is following all theapplicable accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedure commensuratewith its size and nature of its business.

25. SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has 6 direct and indirect subsidiaries. During the year under reviewCitron Infraprojects Limited became wholly owned subsidiary of the Company.

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

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

The Company has no activities relating to conservation of energy or technologyabsorption. There is no foreign exchange earnings and outgo during the year.

27. 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.

28. EXTRACT OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT9 is annexed herewith as AnnexureVI

29. 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.

30. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended 31st March 2016.

31. CREDIT FACILITIES

The Company has not received any credit facilities from any Bank/financial Institutionsduring the last financial year i.e. 2015-16.

32. INSURANCE

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

33. 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.

34. 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.

35. 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.

36. 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)

37. WEBSITE OF THE COMPANY

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

38. 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.

39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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.

40. 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.

41. 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.

42. 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/-
ZEENAT SAYANA PRAVEEN SHELLEY
(Director) (Director)
DIN: 07115313 DIN: 01922237
Date: May 30 2016
Place: Mumbai.
Registered Office
97 Maker Tower ‘F’ Cuffe Parade
Mumbai 400 005.