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S.V. Trading & Agencies Ltd.

BSE: 503622 Sector: Others
NSE: N.A. ISIN Code: INE404N01019
BSE 05:30 | 01 Jan S.V. Trading & Agencies Ltd
NSE 05:30 | 01 Jan S.V. Trading & Agencies Ltd

S.V. Trading & Agencies Ltd. (SVTRADAGEN) - Director Report

Company director report

Dear Members

SV TRADING AND AGENCIES LIMITED MUMBAI

The Directors are pleased to present the 39th Director's Report togetherwith the Audited Financial Statements for the financial year ended March 31 2019.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from operation 131.45 102.27
Profit/(Loss) before taxation 109.46 83.81
Less: Tax Expense 25.02 21.58
Profit/(Loss) after tax 84.44 62.23

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2019 the revenue from operations of yourCompany stood at Rs. 1.31 crores as compared with Rs. 1.02 crores in the previous year.During the financial year ended on March 31 2019 the Company earned a profit before taxof Rs. 1.09 crores as compared to Rs. 83.81 lacs in the previous year.

At present your Company is doing its existing line business to the optimum use of itsresources and is taking the effort to improve its Earning per Share (EPS) and managementhas no plan of venturing into any new business.

3. CORPORATE OVERVIEW

During the year the company is in the business of general trading. There is no changein nature of the business of the Company. The Company has its registered office at Mumbai.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 312019.

5. SHARE CAPITAL

The paid-up equity share capital as at March 31 2019 stood at Rs. 171000000 (RupeesSeventeen crores ten lacs only). There is no change in the share capital of the companyduring the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2019 the Company has no Subsidiary or Associate or Joint VentureCompany. There is no company which have become or ceased to be the Subsidiary orAssociates or Joint Venture of the Company during the financial year ended on March 312019.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance as required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwith the Auditor's Certificate thereon is annexed herewith.

8. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 is annexed herewith as "Annexure-1"

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Ms. Koshalya Joshi Director of the Companyretires at the ensuing Annual General Meeting and being eligible seeks reappointment.

• All Independent Directors have furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

• During the Financial year 2018-19 Ms. Mitali Shah was appointed as CompanySecretary and Compliance officer of the Company w.e.f September 29 2018 and resigned witheffect from April 10 2019.

• Ms. Ruby Jha has been appointed as Company Secretary and Compliance officer ofthe Company w.e.f July 10 2019

10. BOARD MEETING

During the financial year ended on March 31 2019 (Six) 6 Board Meetings and four (4)Audit Committee Meetings convened and held in accordance with the provisions of theCompanies Act 2013 and rules made there under. All the Directors actively participated inthe meetings. The details are given in the Corporate Governance Report. The interveninggap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held in compliance withthe requirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

11. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements.

13. 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.svtrading.co.in)

14. REMUNERATION AND NOMINATION 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.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company (www.svtrading.co.in).

15. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given in formAOC-2 in terms of the provision of section 188(1) including certain arm's lengthtransactions and annexed herewith as "annexure- 2."

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

17. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year financial ended on March 31 2019 theBoard of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2019 and of thelosses of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

18. STATUTORY AUDITOR AND AUDITORS' REPORT

R Soni & Co. Chartered Accountants Firm Registration No. (FRN No. 130349W) is theStatutory Auditor of the Company appointed at the AGM held in the year 2017 for a periodof five years till the conclusion of the AGM of the Company to be held in the year 2022.

` There is no audit qualification reservation or adverse remark for the financial yearended on March 31 2019

19. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed R M Mimani & Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed herewith as Annexure 2 and forms an integral part of this report.

There is no audit qualification reservation or adverse remark for the financial yearunder review.

21. INTERNAL AUDIT

As per Section 138 of the Companies Act 2013 the Company has appointed M.H.Parihar & Co. Chartered Accountants. (FRN No. 130070W) as an internal auditorfor the year 2019-20 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures.

The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control systems and suggestsimprovements to strengthen the same. The Company has a robust Management InformationSystem which is an integral part of the control mechanism. The Audit Committee of theBoard of Directors Statutory Auditors and the Business Heads are periodically apprised ofthe internal audit findings and corrective actions taken. Audit plays a key role inproviding assurance to the Board of Directors. Significant audit observations andcorrective actions taken by the management are presented to the Audit Committee of theBoard. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee.

23. RISK MANAGEMENT

Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner.

Management Discussion and Analysis Report contain more details on the risk managementpracticed by the Company

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy Rules 2014 are not applicable to the Company during the yearunder review.

25. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is set out in this Annual Report.The Auditor's Certificate for the year 2019 does not contain any qualificationreservation or adverse remark.

26. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees.

During the year under review no complaints were reported to the Board.

27. STATUTORY INFORMATION

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the Companyduring the financial year under review.

The information required under section 197 of the Companies Act 2013 read with Rule5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in Annexure 3& 4 to this report.

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

The Business Responsibility Reporting as required under SEBI (LODR) 2015 and is notapplicable to your Company for the financial year under review.

Disclosure as required under para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company during thefinancial year.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report for the financial year ended March 31 2019.

29. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

30. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

31. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Company's shares are listed with BSE Ltd. Your Company has paid the annual listingfees and there are no arrears.

32. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors express their sincere gratitude for the assistance and co-operationextended by Banks Government Authorities Shareholders Suppliers and Customers. YourDirectors also wish to place on record their appreciation of the contribution made by theemployees at their levels towards achievements of the Company's goals.

For and on behalf of the Board of Directors of
SV TRADING AND AGENCIES LIMITED
Sd/- Sd/-
Gopal Lal Paliwal Manoharbhai P. Joshi
Managing Director Director
DIN: 06522898 DIN: 02208711
Place: Mumbai
Dated: August 13 2019