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Swasti Vinayaka Art & Heritage Corporation Ltd.

BSE: 512257 Sector: Others
NSE: N.A. ISIN Code: INE895A01023
BSE LIVE 15:40 | 18 Aug 4.02 -0.12
(-2.90%)
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4.05

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.05
PREVIOUS CLOSE 4.14
VOLUME 60049
52-Week high 5.29
52-Week low 2.71
P/E 5.74
Mkt Cap.(Rs cr) 16
Buy Price 4.05
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.05
CLOSE 4.14
VOLUME 60049
52-Week high 5.29
52-Week low 2.71
P/E 5.74
Mkt Cap.(Rs cr) 16
Buy Price 4.05
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Swasti Vinayaka Art & Heritage Corporation Ltd. (SWASTIVINART) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31st March 2016.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the stand alone financial statements of theCompany.

(Rs. In Lacs)
Particulars 2015-16 2014-15
1. Net Sales/ Income 915.63 1194.47
2. Total Expenditure
i) Cost of material consumed 8.69 84.80
ii) Purchase of stock 71.85 64.19
iii) Manufacturing and operating cost 33.09 34.64
iv) Changes in inventories (20.49) 205.34
v) Employee benefit Expenses 134.85 115.22
vi) Financial cost 94.02 136.37
vii) Depreciation 39.52 62.45
viii) Other Expenditure 237.09 256.51
Total 598.62 959.52
3. Profit Before Tax 317.01 234.95
4. Provision for taxation
i) Current Tax 111.93 89.43
ii) Deferred Tax (4.18) (10.30)
5. Profit After Tax 209.26 155.82
6. Balance carried from previous year 63.42 6.12
7. Amount Available for Appropriation 272.68 161.94
8. Appropriations:
Proposed Dividend 80.00 80.00
Dividend Distribution Tax 16.74 16.37
Transferred to General Reserve 100.00 2.15
9. Balance carried to Balance Sheet 75.94 63.42

2. DIVIDEND:

We are pleased to inform that the Board of Directors has recommended dividend of Re.0.20 per equity share of Re. 1/- each (i.e. 20 % of face value) aggregating Rs. 8000000(excluding dividend distribution tax as applicable) for the year ended on 31st March2016.

3. RESERVES:

The Board of Directors have decided to transfer Rs. 100 Lacs to General Reserve.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 are included in this Report as Annexure-I andforms an integral part of this report.

5. OPERATIONS:

During the period under review the profit after tax (PAT) stood at Rs. 209.26 Lacs(Previous Year Rs. 155.82 Lacs) there was an increase of 34.30% as compared to lastfinancial year. Your Directors are confident of even better returns in the future.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors state that :

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS /RESIGNATIONS DURING THE YEAR:

The following change took place during the financial year 2015-16 under review:

Name Designation Date of Change Nature of Change Appointment/Resignation
Mr. Nirmal Jain (DIN: 00894735) Independent Director March 19 2016 Resignation

8. PARTICULARS OF EMPLOYEES:

• The information required pursuant to Rule 5 (1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III to theDirectors Report.

• Particulars of employees drawing remuneration in excess of limits prescribedunder Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum ifemployed throughout the financial year or rupees 5 Lacs per month if employed for part ofthe financial year or draws remuneration in excess of Managing Director or Whole timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.

9. NUMBEROF MEETINGS OF BOARD:

Sr. No Particulars No. of meetings held
1. Board Meetings Six
2. Audit Committee Meetings Four
3. Nomination and Remuneration Committee Meeting One
4. Independent Directors Meeting One

10. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Section 134 (3) (p) of the Companies Act 2013 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and Stakeholders Relationship Committees. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board cultures execution and performance of specific dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.

12. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.The said policy is also uploaded on the website of the Company; i.e. www.svartcorp.in .

13. AUDITORS:

At the Annual General Meeting held on September 28 2015 M/s. Sanjay Raja Jain &Co. Chartered Accountants (FRN 120132W) Mumbai were appointed as statutory auditors ofthe Company to hold office till the conclusion of the Annual General Meeting to be held inthe year 2018. In terms of the first proviso to Section 139 of the Companies Act 2013the appointment of auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Sanjay Raja Jain & Co. CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theshareholders.

The report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

14. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure IVto this report. The report is selfexplanatory however the Company has initiated necessarysteps to comply with various non-compliances as per the provisions of various statutementioned under the secretarial audit report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company www.svartcorp.in

16. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee is required under section 177 (8) of the Companies Act2013.

The Composition of Audit Committee as on March 312016 is as follows:

1. Mr. Piyush Shah - Chairman
2. Mr. Rajesh Poddar - Member
3. Mr. Rakesh Garodia - Member

17. There were no material changes and commitments which adversely affects thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

18. The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting/threatening the existence of the Company.Presently management is of the opinion that such existence of risk is minimal.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.

20. DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

During the year under review the Company have neither given any loans nor provided anyguarantees which are governed by the provisions of Section 186 of the Companies Act 2013.However the Company has made investments the details of which are given below:

Particulars Face Value (Rs.) No. of Shares Amount (Rs.)
1. GMR Infrastructure Limited 1 7000 104018
2. Hindustan Construction Company Limited 1 3000 80176
3. Jain Irrigation Systems Limited 2 1500 98381
4. Nitesh Estates Limited 10 5500 83773
5. Tata Steel Limited 10 400 113125

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 which is enclosed as Annexure II.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

I. INDUSTRY STRUCTURE AND DEVELOPMENTS

GEMSTONE CARVINGS SIGNIO PAINTINGS AND COUTURE JEWELLERY :

As reported last year we were able to grow our corporate gifting portfolio this year aswell. Gemstone carvings as a product category is gaining acceptance as a preferred choicefor corporate gifting. Also we increased our export business to the US as well as to theUK. We are confident that this growth trajectory will be maintained if not enhanced in theyears to come. Signio paintings has seen a revival in demand this year and we did goodbusiness at the India Art Fair in Mumbai and also exported paintings to the UK. We feelthat this year's India Art Fair should be bigger and better with renewed interest inminiature paintings. With the Indian economy poised for growth we are confident ofdelivering better results in the future and feel that our loyal customers and newcollectors will keep giving us continuous business.

REAL ESTATE:

During the year 2015-16 we have not witnessed a revival in the commercial real estatemarket. With the new government taking a lot of initiatives to revive the corporateactivity in the country there is a general and upbeat sentiment that we could see growthreturning to this industry in 2017-18. Unlike the residential real-estate market whichhas seen softness only since a couple of years the commercial real estate market has beendepressed for more than five years. As per the cycle and time theory we feel the revivalin this industry is just round the corner. Needless to say we see a better performancefor 2017-18 and the following years.

II. OPPORTUNITIES AND THREATS

The Company being itself custodian of the Indian Art and craft heritage aiming topreserve nurture and review priceless historical traditions via rare pieces of aestheticbeauty that are individual and exclusive. The Company is exploring in foreign markets andexporting its products over there. India is a market where jewellery is considered more ofa necessity; hence the demand will generally not be adversely impacted. Nonethelessthreats would mainly pertain to macro economic conditions such as the regulatoryenvironment slow demand price volatility etc. These are the key factors which couldimpact the company's growth.

III. SEGMENT-WISE PERFORMANCE:

During the year under review revenue from sale of products was Rs. 18451964 andRevenue from sale of services was Rs. 72674648.

IV. OUTLOOK

The Company is looking forward to the following objectives in the coming year:

(i) To effectively position the Company so as to meet the needs of changing economicscene in India.

(ii) To satisfy the customer by providing them desired qualitative products andservices.

(iii) To enhance size and value of the business activities of the Company.

V. RISKS AND CONCERNS

The Company's business is exposed to many internal and external risks and it hasconsequently put in place robust systems and processes along with appropriate reviewmechanisms to actively monitor manage and mitigate these risks.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems commensurate with its size and theindustry. The Company complies with all rules laws and statues of the land. All businesstransactions are properly recorded and are in compliance and conformity with theaccounting principles and processes. Senior management supervises the internal auditprogramme.

VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED

The Company believes that through its strong set of values and cohesive work-culturethe employees will be able to achieve the goals. The Company has all safety features toensure its workers can work in a safe and secure environment. Health of its employees isparamount to the Company.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act.

The following is a summary of sexual harassment complaint received or dispose of duringthe year 2015-16.

• No. of Complaint received: NIL
• No. of Complaint disposed off NIL

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In the view of the nature of the Company Rule 8 of Company (Accounts) Rules 2014concerning conservation of energy and technology absorption respectively are notapplicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

2015-16 2014-15
Particulars (Rs. In Lacs) (Rs. In Lacs)
1. Foreign Exchange Earned 33.99 26.96
2. Foreign Exchange Used 42.39 43.97

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' operations in future.

27. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (ListingObligations and Disclosures Requirement) Regulations 2015 with Bombay Stock ExchangeMumbai and the Company confirms that it has paid the Annual Listing Fees for the year2015-2016 to BSE Limited where the Company's Shares are listed.

28. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended and confidence reposed in the management.

Registered Office: By Order of the Board
303 Tantia Jogani Industrial Estate Swasti Vinayaka Art And Heritage
J. R. Boricha Marg Lower Parel Corporation Limited
Mumbai - 400011.
Date: May 30 2016 Ramprasad Poddar
Place: Mumbai Chairman