You are here » Home » Companies ยป Company Overview » S V Global Mill Ltd

S V Global Mill Ltd.

BSE: 535621 Sector: Infrastructure
NSE: N.A. ISIN Code: INE159L01013
BSE 00:00 | 27 Jan 49.40 -3.40
(-6.44%)
OPEN

55.90

HIGH

55.90

LOW

49.30

NSE 05:30 | 01 Jan S V Global Mill Ltd
OPEN 55.90
PREVIOUS CLOSE 52.80
VOLUME 803
52-Week high 75.00
52-Week low 44.50
P/E 60.24
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 55.90
CLOSE 52.80
VOLUME 803
52-Week high 75.00
52-Week low 44.50
P/E 60.24
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S V Global Mill Ltd. (SVGLOBALMILL) - Director Report

Company director report

FOR FY 2021-22.

To

The Members

Your Directors have pleasure in presenting their 15th Annual Report ofthe Company together with the audited financial statements for the year ended March 312022.

Financial Highlights

Rs. in Lakhs.

Particulars Standalone Consolidated
FY 2021 - 22 FY 2020 - 21 FY 2021 - 22 FY 2020 - 21
Revenue from Operations 75.03 69.35 646.73 641.05
Other Income 536.76 372.06 85.52 0.57
Total Income 611.79 441.41 732.25 641.62
Profit before exceptional items Depreciation & Tax 129.26 66.6 218.51 258.85
Exceptional items 3.31 5.35 3.31 5.35
Less: Depreciation 31.75 33.77 31.75 33.77
Tax Expense 26.94 4.35 116.94 95.09
Profit after Tax 67.25 23.13 66.51 124.64
Profit/(Loss) of Associate 2.09 5.21

Consolidated Financial Statements

The consolidated financial statements have been prepared pursuant tothe provisions of the Companies Act 2013 as also the listing agreement entered into withthe stock exchange. The statements have been prepared in accordance with the IND AS asprescribed by the ICAI. The consolidated financial statements of the Company are preparedin accordance with the provisions of Section 129 of the Act 2013 read with the Companies(Accounts) Rules2014 and Regulation 33 of SEBI (LODR) Regulations along with a separatestatement containing the salient features of the financial performance of subsidiaries /associate in the prescribed form.

Overview of Operations

For the financial year under review the total income is Rs. 732.25Lakhs on a consolidated basis. The Profit After Tax is Rs. 66.51 Lakhs.

Subsidiary

SV Global Finance Private Limited has declared interim dividends forthe financial year 2021 - 22 in the following manners in its Board meetings as statedbelow:

S. No Date % of dividend Dividend amount per share (in Rs.) Total (in Rs.)
1 13.08.2021 1.5 0.15 1950000
2 23.09.2021 1 0.10 1300000
3 09.10.2021 1.5 0.15 1950000
4 28.10.2021 2 0.20 2600000
5 15.12.2021 2 0.20 2600000
6 03.02.2022 2 0.20 2600000
7 11.04.2022 2 0.20 2600000
8 19.04.2022 2 0.20 2600000
Total 14.00 1.40 18200000

The audited consolidated financial statements together with Auditors'Report form part of the Annual Report. The audited financial statements of the subsidiarycompany will be made available to the shareholders on receipt of request from anyshareholder and it has also been placed on the website of the Company www.svgml.com. Thiswill also be available for inspection by the shareholders at the registered office duringbusiness hours.

A separate statement containing the salient features of the financialstatements of the subsidiary and associate in Form AOC -1 as Annexure "B" formspart of the consolidated financial statements in compliance with Section 129(3) and otherapplicable provisions if any of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014.

Dividend

No dividend is being proposed for the financial year 2021-22 in orderto conserve the reserves.

Transfer to Reserves

General reserves for the financial year ended March 31 2022 are asunder:

(Rs. in Lakhs)

Particulars Standalone Consolidated
Balance of General Reserve at the beginning of the year 5011.24 5489.21
Add: Net Profit for the year 67.25 68.60
Balance of General Reserve at the end of the year 5078.49 5557.81

Company's Working /State of Affairs

The Company operates in only one segment i.e. Real Estate business andthe subsidiary company S V Global Finance Private Limited operates as an NBFC (non-deposittaking). During the Financial Year 2021-22 the revenue of the Company on standalone basisis Rs. 611.79 lakhs (P.Y. Rs.441.41 lakhs) from operations and other income. The revenueof the subsidiary during the Financial Year 2021-22 is Rs. 571.70 Lakhs (P.Y. Rs.571.69Lakhs) from operations and other income. The revenue of the associate company AdyarProperty Holding Company Private Limited during the financial year is Rs. 8.00 Lakhs (P.YRs.8.33 Lakhs)

Details of significant and material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operations in future.

There are no significant and material orders passed by the Regulators /Courts or tribunals that would impact the going concern status of the Company and itsfuture operations.

Penalties / Punishment/ Compounding of Offences:

The company had received a mail from BSE Limited on 30/12/2021 levyinga fine of Rs. 59000/- for late submission of annual report in respect of the financialyear 2020 - 2021. The company had represented to BSE requesting to waive the fine as onlythe resubmission was beyond the time prescribed and the original submission was made wellwithin the time prescribed. As resubmission was necessitated due to a small printingerror the company had to resubmit in order to ensure that annual report submitted iserror free. The company is yet to hear from BSE Limited and are hopeful of getting afavourable reply.

Internal Financial Control and Risk Management

The company has an established Internal Financial Control frameworkincluding internal controls over financial reporting operating controls and anti-fraudframework. The frame work is reviewed regularly by the Management and tested by internalaudit team and presented to the Audit Committee. Based on periodical testing theframework is strengthened from time to time to ensure adequacy and effectiveness ofInternal Financial Control.

The established controls are constantly assessed and strengthened withnew / revised standard operating procedures. The Company has adopted policies andprocedures for ensuring adherence to the Company's policies safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and reliability ofaccounting records and timely preparation of reliable financial disclosures.

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Companyhas framed a Risk Management Policy. In the opinion of the Board there is no seriouselement of risk which may threaten the existence of the Company.

Internal Audit

The internal audit is entrusted to M/s. Kalyanasundaram &Associates Chartered Accountants to ensure that necessary controls are in place at alllevels and all transactions are adequately authorized and reported correctly. To maintainits objectivity and independence the Internal Auditor reports to the Chairman of theAudit Committee. The Audit Committee actively reviews the adequacy and effectiveness ofthe internal control systems and suggests improvements to strengthen the same. Significantinternal audit observations and recommendations along with corrective actions thereon arepresented to the Audit Committee of the Board periodically.

Public Deposits

The Company has not accepted any deposit from the public within themeaning of Chapter V of the Companies Act 2013 during the year ended 31st March 2022.

Statutory Auditors

Pursuant to the provisions of Section 139 141 142 and otherapplicable provisions if any of the Companies Act 2013 M/s. P.B. Vijayaraghavan andCo. Chartered Accountants Chennai (Firm Regn. No:004721S) had been appointed as theStatutory Auditors of the Company to hold their office for a term of five consecutivefinancial years commencing from FY 2019-20 to 2023-'24.

Auditors' Report

The Statutory Auditors' Report for the Financial Year 2021 - 22 doesnot contain any qualification reservation or adverse remarks and the same is enclosedwith the audited financial statements in this Annual Report.

Share Capital

During the year under review the Company has neither issued shareswith differential voting rights sweat equity shares and employees stock options nor hasit resorted to buy back of its securities.

Annual Return

The Draft Annual Return of the Company is available on the company'swebsite https://www.svgml.com/images/Financials/Draft%20FormMGT72021-22.pdf

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars prescribed under Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are not applicable. There was noforeign exchange inflow or outflow during the year under review.

Corporate Social Responsibility (CSR)

Your Company has a deep sense for caring the needy; improve the qualityof life of the communities it serves. Pursuant to Section 135 of the Companies Act 2013the Company has constituted a CSR Committee.

The Composition of the CSR Committee Web-link to the CSR Policy isannexed herewith as Annexure "A".

Change in Directors and Key Managerial Personnel Directors

• At the Annual General Meeting held on 13th December 2017 theshareholders of the Company had appointed Sri. E. Shanmugam as a Managing Director for aperiod of five years with effect from 03rd April 2017. As the term of office of Sri. E.Shanmugam expired on 02nd April 2022 the Board of Directors at their meeting held on 02ndFebruary 2022 based on the recommendations of Nomination and Remuneration Committeereappointed Sri. E. Shanmugam as Managing Director for a further period of five years witheffect from 03rd April 2022 as per the terms and conditions as set out in the Notice ofAGM and subject to the member's approval. The Board also re-designated Sri. E. Shanmugamas Chairman and Managing Director while re-appointing him as the post of chairman wasvacant after the demise of Sri. M. Ethiraj.

• The Board of Directors at their meeting held on 13th May 2022subject to the approval of members appointed Sri. S. Muthu Selvam as an IndependentDirector for a term of 3 years with effect from 13.05.2022 to 12.05.2025.

• Sri. D. Kuppan Non-Executive and Non-Independent Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

The profiles of Sri. E. Shanmugam Sri. S. Muthu Selvam and Sri. D.Kuppan are given separately in the notice of AGM.

Change in Chief Financial Officer/Company Secretary

During the year Sri. S. Sundar was appointed as Chief Financial Officerof the Company based on the recommendations of Nomination and Remuneration Committee witheffect from 07th August 2021 due to the resignation of Sri. S. Parthasarathy as ChiefFinancial Officer.

During the year Sri. K. Ramu was appointed as Company Secretary andCompliance Officer of the Company based on the recommendation of Nomination andRemuneration Committee with effect from 01st September 2021 due to the resignation ofSri. R. Sugumaran as Company Secretary and Compliance Officer.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) 203 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the following are the Key Managerial Personnel of the Company:

1. Sri. E. Shanmugam - Managing Director
2. Sri. R. Sugumaran - Company Secretary (till 01.09.2021)
3. Sri. K. Ramu - Company Secretary (w.e.f 01.09.2021)
4. Sri. S. Parthasarathy - Chief Financial Officer (till 07.08.2021)
5. Sri. S. Sundar - Chief Financial Officer (w.e.f 07.08.2021)

Statement regarding opinion of the Board with regard to IntegrityExpertise and Experience (including the proficiency) of the Independent Directorsappointed during the year

No Independent Director was appointed during the financial year 2021 -22.

Committees of the Board its constitution and details of Meetings ofthe Board and other Committees of the Board held during FY 2021 - 22:

Brief details are provided in the Corporate Governance Report as per Annexure"D".

Annual Performance Evaluation

In line with the criteria evolved by the Nomination and RemunerationCommittee the performance of the Chairman Managing Director other DirectorsCommittees Key Managerial Personnel and Senior Executives have been evaluated consideringvarious evaluation aspects.

Disclosure of Accounting Treatment

The Company has followed the Accounting Standards specified under Rule3 and 4 of the Companies (Indian Accounting Standards) Rules 2015 (as amended) to theextent applicable in the preparation of the financial statements.

Policy on Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules 2014 andin accordance with Regulation 22 of SEBI (LODR) Regulations 2015 the Company has anestablished Policy on Vigil Mechanism for Directors / Employees and other stakeholders ofthe Company to report concerns about unethical behaviors actual or suspected fraud orviolation of the Company's Code of conduct or ethics policy. The policy also provides adirect access to the Chairman of the Audit Committee to make protective disclosures to themanagement about the grievances or violation of the Company's code of conduct. The policyis disclosed on the Company's website www.svgml.com.

Policies

The Board of Directors of the Company have from time to time framed andapproved various Policies in pursuance of the Companies Act 2013 and the ListingAgreement/ SEBI (LODR) Regulations 2015. These Policies and Codes are reviewed by theBoard and are updated if required. The following policies have been framed and has beendisclosed on the Company's website www.svgml.com

1. Related Party Transaction Policy.

2. Policy on Material Subsidiary.

3. CSR Policy.

4. Whistle Blower Policy consisting of Vigil Mechanism.

5. Policy on determination of Materiality of Events or Information.

6. Code of Ethics and Business Principles applicable to Directors andSenior Management

7. Familiarization Program for Independent Directors.

8. Code of Conduct for Prohibition of Insider Trading.

9. Performance Evaluation Policy.

10. Prevention of Sexual Harassment at Workplace

Disclosure in Terms of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has Internal Complaints Committee as required under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year under Review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

Code of Conduct and Prevention of Insider Trading

The Company has adopted the Code of Conduct as per the Guidelinesissued by the Securities and Exchange Board of India for Prevention of Insider Tradingwith a view to regulate trading in securities by the Directors and designated persons ofthe Company. The Code prohibits trading in securities of the Company by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

All Directors Key Management Personnel and Senior Management Personnelof the Company have confirmed compliance with the code of conduct applicable to them and adeclaration to this effect made by the Managing Director is attached to this report. Codeof conduct of Board of Directors and Senior Management Personnel are available inCompany's website www.svgml.com.

Particulars of Loans Guarantees or Investments

The Company has not given any loans or guarantees covered under theprovisions of Section 186 of the Companies Act 2013 read with Rule 11(1) of Companies(Meetings of Board and its Powers) Rules 2014 except to its wholly owned subsidiarycompany viz. SV Global Finance Private Limited a loan of Rs.17.10 crores and madeinvestment in the Equity Shares of Rs.13.00 crores .Please refer to Notes on accounts onthe standalone financial statements for the financial year 2021-22 for details ofinvestment made by the company.

Related Party Transactions

The Audit Committee and the Board of Directors have approved therelated party policy and the same has been hosted on the Company's website www.svgml.com.The policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and the related parties.

The transactions entered into with related parties as defined underSection 2(76) of the Companies Act 2013 read with Companies (Specification of DefinitionDetails) Rules 2014 were in the ordinary course of business and at arm's length basis.There were no materially significant transactions with related parties during theFinancial Year 2021 - 22 which were in conflict with the interest of the Company.

Suitable disclosures as required in Accounting Standard (AS) 18 havebeen made in the notes to the financial statements. Details of contracts / arrangementswith related parties as required under Section 188 (1) and 134 (3) (h) of the CompaniesAct 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 have been disclosedin Form AOC-2 and is attached as "Annexure C" (Form AOC-2) which formsan integral part of this Report.

Secretarial Audit Report

Pursuant to Section 204 (1) of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report for FY 2021-22 in Form No. MR-3 issued by a Company Secretary inpractice is enclosed as Annexure "F" and forms an integral part of thisreport. The responses on the observations made by the Secretarial Auditor are as follows:

S. No Observations Response by the Company
1 Certain disclosures in the Director's Report under Section 134 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is required to be made by the Company in respect of top 10 employees of the Company. The information will be furnished going forward subject to the provisions of the Companies Act 2013.
2 As per Regulation 34 (1) (b) the revised annual report along with the details of and The Company had represented to BSE seeking waiver of the same as the delay
explanation for the changes has to be submitted within 48 hours after the annual general meeting. We noted that the BSE had levied a fine of Rs. 59000/- inclusive of GST for this and the Company had represented to the BSE to waive the fine explaining the reasons. The Company is yet to hear the BSE on their representation. was only in re-submission due to some printing error.
3 The company is advised to submit Secretarial Compliance report in XBRL mode. Will be done as advised.

Report on Corporate Governance

Your Company is in compliance with the Corporate Governance guidelinesas laid out in the SEBI (LODR) Regulations. All the Directors and the Senior Managementpersonnel have affirmed in writing their compliance with and adherence to the Code ofConduct adopted by the Company.

As per Regulation 34 (3) read with Schedule V of the SEBI (LODR)Regulations 2015 a separate section as "Annexure D" on CorporateGovernance practices followed by the Company together with a certificate from a practicingCompany Secretary confirming compliances forms an integral part of this report.

The Managing Director and the Chief Financial Officer of the Companyhave certified to the Board on financial statements and other matters in accordance withRegulation 17(8) of the SEBI (LODR) Regulations 2015 pertaining to MD / CFO Certificationfor the Financial Year ended 31st March 2022.

Management Discussion and Analysis

Management Discussion and Analysis for the year as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report as "Annexure E".

Particulars of Employees

In terms of provisions of Section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. Any member interested in obtaining such informationmay address their email to secretarial@svgml.com.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts for the financialyear ended 31st March 2022 the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures if any;

b) that the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year ended on that date;

c) that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts for thefinancial year ended 31st March 2022 on a going concern basis;

e) that the Directors had laid down policies and procedures adopted bythe Company for internal financial controls for ensuring orderly and efficient conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information and thatsuch internal financial controls are adequate and were operating effectively; and

f) that as required under Section 134(5)(f) of the Companies Act 2013the Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Details in Respect of Frauds Reported by Auditors Under Sub-Section(12) of Section 143 other than those which are reportable to the Central Government

The Statutory Auditors have stated that no fraud by the Company or nomaterial fraud on the Company by its officers and employees had been noticed or reportedduring the year.

Declaration by Independent Directors

Pursuant to Section149 (7) of the Companies Act 2013 the IndependentDirectors of the Company have given a declaration to the Company that they qualify thecriteria of independence as required under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination &Remuneration Committee approved a policy for selection and appointment of DirectorsSenior Management and their remuneration. The Remuneration Policy is stated in theCorporate Governance Report.

Secretarial Standards

The Company has complied with all applicable Secretarial Standards inpursuant to the directions of Ministry of Corporate Affairs issued by the Institute ofCompany Secretaries of India during the year.

Acknowledgements and Appreciation

The Board of Directors of the Company wishes to place on record theirdeep sense of gratitude to all the Shareholders of the Company for their consistentsupport and continued faith reposed in the Company. The Board would also like to expresstheir deep sense of appreciation to the various Central and State Government Departments

Bankers Organizations and Agencies external Professionals associatedwith the Company for their continued help and co-operation extended by them and last butnot the least to Employees at all levels for their hard work and commitment.

Place: Chennai BY ORDER OF THE BOARD
Date: 13.05.2022 For S V GLOBAL MILL LIMITED
Sd/-
E. SHANMUGAM
CHAIRMAN
DIN:00041968

.