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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

S V TRADING AND AGENCIES LIMITED MUMBAI

The Directors are pleased to present the 38th Director's Reporttogether with the Audited Financial Statements for the financial year ended March 312018.

1. FINANCIAL PERFORMANCE

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

[In Lacs.]

Particulars

Year ended 31st March 2018

Year ended 31st March 2017

Revenue from operation

102.27

562.46

Profit/(Loss) before taxation

83.81

48.41

Less: Tax Expense

21.58

14.96

Profit/(Loss) after tax

62.23

33.45

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2018 the revenue fromoperations of your Company stood at Rs. 1.02 crores as compared with Rs. 5.62 crores inthe previous year. During the financial year ended on March 31 2018 the Company earned aprofit before tax of Rs. 83.81 lacs as compared to Rs. 48.41 lacs in the previous year.

At present your Company is doing its existing line business to theoptimum use of its resources and is taking the effort to improve its Earning per Share(EPS) and management has 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 change in nature of the business of the Company. The Company has itsregistered office at Mumbai.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial yearended on March 31 2018.

5. SHARE CAPITAL

The paid-up equity share capital as at March 31 2018 stood at Rs.171000000 (Rupees Seventeen crores ten lacs only). There is no change in the sharecapital of the company during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2018 the Company has no Subsidiary or Associates orJoint Venture Company. There are no companies which have become or ceased to be theSubsidiary or Associates or Joint Venture of the Company during the financial year endedon March 31 2018

7. CORPORATE GOVERNANCE

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

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 Extract of the Annual Return as on March 31 2018 as prescribed under Section 92(3)of the Companies Act 2013 read with relevant rules is attached as Annexure I andforms part of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provision of section 152 of the Companies Act 2013 andof Articles of Association of the Company Mr. Manoharbhai P. Joshi Director of theCompany retires at the ensuing Annual General Meeting and being eligible seeksre-appointment. Ms. Koshalya Joshi was appointed as an additional Director in thecategory of Non-Executive of the Company and would holds office upto the date of 38thAnnual General Meeting being eligible recommended for appointment as Director of theCompany liable to retire by rotation. All Independent Directors had furnished to theCompany a declaration under Section 149(7) of the Companies Act 2013 stating that theymeet criteria of Independence as provided under section 149(6) of the Companies Act 2013and SEBI Listing Regulations.

10. BOARD MEETING

During the financial year ended on March 31 2018 five Board Meetingsand five Audit Committee Meetings convened and held in accordance with the provisions ofthe Companies Act 2013 and rules made there under. All the Directors activelyparticipated in the meetings. The details are given in the Corporate Governance Report.The intervening gap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held incompliance with the requirements of Schedule IV of the Companies Act 2013 and theprovisions 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 hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as evaluation of the working of the Board and its Committeesculture execution and performance of specific duties obligations and governance.

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

The process followed by the Company for induction and training to Boardmembers has been explained in the Corporate Governance Report.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31 2018 the Company has notgiven any loan or guarantee or provided security or made investment pursuant to theprovisions of section 186 of the Companies Act 2013

13. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns orgrievances. The Whistle 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 frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down criteria for selection and appointment of BoardMembers. The remuneration and nomination policy has been posted on the website of theCompany (www. svtrading.co.in).

15. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions frameworkthrough standard operating procedures for the purpose of identification and monitoring oftransactions with the related parties.

The policy on related party transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. None of the Directors has anypecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties aregiven here-in-below in form AOC-2 in terms of the provision of section 188(1) includingcertain arm's length transactions:

A. Details of contract or arrangement or transactions not at arms'length basis; Nil

a. Name(s) of the related party and nature of relationship

NA

b. Nature of contract /arrangements/transaction

NA

c. Duration of contract /arrangements/transaction

NA

d. Salient terms of contract /arrangements/transaction including the value if any

NA

e. Justification for entering into such contract / arrangements/ transaction

NA

f. Date(s) of approval by the Board

NA

g. Amount paid as advances if any

NA

h. Date on which special resolution was passed in general meeting as required under first proviso to section 188

NA

B. Details of contract or arrangement or transactions at arms' length basis:
a. Name(s) of the related party and nature of relationship

NA

b. Nature of contract /arrangements/transaction

NA

c. Duration of contract /arrangements/transaction

NA

d. Salient terms of contract/arrangements/transaction including the value if any

NA

>
e. Date(s) of approval by the Board

NA

f. Amount paid as advances if any

NA

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

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

17. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year financial ended on March 312018 the Board of Directors hereby confirms that: a. in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b. such accounting policies have beenselected and applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the losses of the Company for the year ended on thatdate; 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 and thatsuch internal financial controls are adequate and were operating effectively; f. propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

18. STATUTORY AUDITORS AND AUDITORS' REPORT

R Soni & Co. Chartered Accountants Firm Registration No. (FRN No.130349W) who were appointed as Statutory Auditors of the Company at the last 37th AnnualGeneral Meeting for a period of five years till the conclusion of the 42nd Annual GeneralMeeting of the Company to be held in the year 2022 (subject to ratification of theirappointment at every AGM).

In view of Companies Amendment Act 2017 the requirement ofratification of auditor by the members at every Annual General Meeting is now notrequired.

The Board accordingly recommends ratification at the ensuing 38thAnnual General Meeting by shareholders of the Company till the conclusion of the 42ndAnnual General Meeting of the Company to be held in the year 2022.

Necessary resolution for ratification of appointment of the saidAuditors is included in the Notice of Annual General Meeting for seeking approval ofmembers.

The auditors' Report does not contain any qualification reservation oradverse remark or disclaimer which requires explanations or comments by the Board ofDirectors of the Company.

19. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 are not applicable to the Company duringthe financial year under review.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company has appointed R M Mimani & Associates LLPCompany Secretaries to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure - B and forms an integral part of thisReport.

21. INTERNAL AUDIT

As per Section 138 of the Companies Act 2013 the Company hasappointed M.H. Parihar & Co. Chartered Accountants. (FRN No. 130070W) as aninternal auditor for the year 2018-19 to conduct the internal audit and to ensure adequacyof the Internal controls adherence to Company's policies and ensure statutory and othercompliance through periodical checks and internal audit.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controlsfor ensuring orderly and efficient conduct of the business safeguard of its assetsprevention and detection of fraud and errors accuracy and completeness of the accountingrecord timely preparation of financial statements and proper disclosure.

During the financial year such controls were tested and no reportablematerial weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.

23. RISK MANAGEMENT

During the 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 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.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its various financial riskswithin the framework laid down. Given the interest rate fluctuations the Company hasadopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods inwhich it trades. The Company proactively manages these risks through forward bookinginventory management and proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes andregulations. The Company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read withCompanies Corporate Social Responsibility Policy) Rules 2014 are not applicable to theCompany during the financial year ended on March 31 2018

25. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Auditor's Certificate on Corporate Governance is set out in thisAnnual Report. The Auditor's Certificate for the year 2018 does not contain anyqualification reservation or adverse remark.

26. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 the Company has formulated and implemented apolicy on prevention of sexual harassment at workplace with a mechanism of lodgingcomplaints. Its re-dressal 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 andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicableto the Company during the financial year under review.

The information required under Section 197 of the Companies Act 2013read with rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable to the Company during the financial year underreview.

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

The Business Responsibility Reporting as required under SEBI (LODR)2015 and is not applicable to your Company for the financial year under review.

Disclosure as required under para F of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany during the financial year.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review asstipulated under SEBI (LODR) Regulations 2015 is presented in a separate section formingpart of this Annual Report for the financial year ended March 31 2018.

29. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.

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

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial 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 theannual listing fees and there are no arrears.

32. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not applicable to the company as there was no employee employed in the companyduring the year.

33. APPRECIATION

Your Directors wish to thanks all the stakeholders who have contributedto the success of your Company. Your Directors wish to place on record their appreciationfor the contribution made by the employees at all levels. Your Directors also wish tothank its customers dealers agents suppliers investors and bankers for their continuedsupport and faith reposed in the Company.

For and on behalf of the Board of Directors of S V TRADING AND AGENCIESLIMITED