S.V. Trading & Agencies Ltd.
|BSE: 503622||Sector: Others|
|NSE: N.A.||ISIN Code: INE404N01019|
|BSE 16:01 | 24 Nov||S.V. Trading & Agencies Ltd|
|NSE 05:30 | 01 Jan||S.V. Trading & Agencies Ltd|
|BSE: 503622||Sector: Others|
|NSE: N.A.||ISIN Code: INE404N01019|
|BSE 16:01 | 24 Nov||S.V. Trading & Agencies Ltd|
|NSE 05:30 | 01 Jan||S.V. Trading & Agencies Ltd|
S V Trading and Agencies Limited Mumbai
The Directors are pleased to present the 42ndAnnual Reporttogether with the Audited Financial Statements for the financial year ended March 312022.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
(Rs. In lakhs)
2. RESULTS OF OPERATIONS & STATE OF COMPANY?S AFFAIRS
During the financial year ended on March 31 2022 the revenue of yourCompany stood at Rs.98.98 lakhs as against Rs. 103.22 lakhs in the previous year. Duringthe financial year ended on March 31 2022 the Company earned a profit before tax ofRs.80.18lakhs as compared to Rs. 83.79 in the previousyear.
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. CHANGES IN THE NATURE OF BUSINESS IF ANY
During the year the Company is in the business of general trading andinvestment. There is no change in nature of the business of the Company. The Company hasits registered office at Mumbai.
4. DIVIDEND ANDRESERVES
After considering the financial results for the financial year 2021-22your Directors are of the opinion that it is prudent that no dividend be declared for theyear under review so that the profits earned in the financial year can be ploughed backand utilized towards various growth and other expansion plans.
5. SHARE CAPITAL
The paid-up equity share capital as on March 31 2022 stood at Rs.171000000 (Rupees Seventeen crore ten lac only).There is no change in the share capitalof the Company during the financial year.
6. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31 2022 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 312022.
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 annexedherewith.
8. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return for the financial year ended on March 31 2022 is available on the websiteof the Company at www.svtrading.co.in under Investor Information tab.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provision of section 152 of the Companies Act2013 and of Articles of Association of the Company Mr. Manoharbhai P. Joshi (DIN:02208711) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible seeks re- appointment.
All Independent Directors have furnished to the Company adeclaration under Section 149(7) of the Companies Act 2013 stating that they meetcriteria of Independence as provided under section 149(6) of the Companies Act 2013 andSEBI ListingRegulations.
During the year under review Ms. Shahnaz Banowas appointment asCompany Secretary cum Compliance Officer with effect from September 012021.
Mr. Jitendra Kavdia(DIN:09597535) was appointed as an AdditionalDirector in Independent capacity (Independent Director) of the Company with effect fromAugust 08 2022 and seek approval of the members at the ensing Annual General Meeting.
Ms. Nisha Paliwal (DIN:09675093) was appointed as as anAdditional Director in the capacity of (Non- Independent Executive Director) of theCompany with effect from August 08 2022 and and seek approval of the members at theensing Annual General Meeting.
Mr. Prakash Chandra has resigned from the position of the CFO ofthe Company with effect from the closure of business hours of August 08 2022.
Ms. Nisha Paliwal (DIN:09675093) was appointed as CFO of theCompany with effect from the closure of business hours of August 08 2022.
Mr. Rajeev Sharma Independent Director (DIN:06396701) and Ms.Koshalya Joshi Non- Executive Director (DIN: 07999303) has tendered their resignationfrom the Board of Directors of the Company with effect from August 13 2022.
10. BOARD MEETING
The Board of Directors met 5 times during the financial year ended onMarch 31 2022. The details of the Board Meetings and the attendance of the Directors areprovided in the Corporate Governance Report appearing elsewhere as a separate section inthis Annual Report.
11. COMPOSITION OF COMMITTEES OF THE BOARD
Details of composition of various committees of the Board of Directorsof the Company have been provided in the Corporate Governance Report appearing elsewhereas a separate section in this Annual Report
12. 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 andgovernance.
The performance evaluation of the Independent Directors was completed.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors. The Board of Directors expressed their satisfaction withthe evaluation process.
The process followed by the Company for induction and training to Boardmembers has been explained in the Corporate Governance Report.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to financialstatements.
14. 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)
15. 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).
16. 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 lengthtransactions:
1. Details of contract or arrangement or transactions not at arms?length basis;Nil
2. Details of contract or arrangement or transactions at arms?lengthbasis: Nil
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
Pursuant to the provisions of section 134(5) of the Companies Act2013 the Directors confirm that;
i. in the preparation of the Annual Accounts for the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to departures ifany;
ii. appropriate accounting policies have been selected and appliedconsistently and such judgments and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Companyas atMarch 31 2022 and of the profit of the Company for the year ended on thatdate
iii. proper and sufficient care has been taken 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 otherirregularities;
iv. the annual accounts have been prepared on a "goingconcern" basis;
v. proper internal financial controls are laid down and such internalfinancial controls are adequate and operatingeffectively;
vi. proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively.
18. STATUTORY AUDIT
The Members of the Company at the 37th Annual GeneralMeeting (AGM?) held on SaturdaySeptember 23 2017 had approved theappointment of R Soni & Co. Chartered Accountants (Firm Registration No. (FRN No.130349W) ("R Soni & Co") as the Statutory Auditors of the Company for aperiod of 5 years commencing from the conclusion of the 37th AGM until theconclusion of the 42nd AGM.
R Soni & Co would be completing its first term of five years at theconclusion of ensuing 42nd AGM. is eligible for reappointment for a furtherperiod of five years.
Accordingly based on the recommendation of the Audit Committeeapproved the reappointment of R Soni & Co for the second term of five years to holdoffice from the conclusion of the 42nd AGM till the conclusion of the 47thAGM to be held in the year 2027 and proposed the same for approval of the members.
The Auditors? Report is unmodified i.e. it does not contain anyqualification reservation or adverse remark.
19. DETAILS OF FRAUD REPORTED BY AUDITOR
There were no frauds reported by the Statutory Auditors underprovisions of Section 143(12) of the Companies Act 2013 and rules made thereunder
20. 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.
21. 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 LLP afirm of Company Secretaries in practice to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is annexed herewith as Annexure-I and forms an integral partof thisreport.
There is no audit qualification reservation or adverse remark for thefinancial year under review.
22. INTERNAL AUDIT
As per Section 138 of the Companies Act 2013 the Company hasappointed M.H. Parihar & Co. Chartered Accountants. as an internal auditor for theyear 2022-23 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.
23. 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 properdisclosure.
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 theindustry.
24. RISK MANAGEMENT
Your Company has a Risk Management Policy adopted by the Board.Periodical inhouse risk audits were conducted to detect and mitigate the risks in a timelyand effective manner.
Management Discussion and Analysis Report contain more details on therisk management practiced by theCompany.
During the financial year under review the Company has identified andevaluates elements of business risk. Consequently a Business Risk Management framework isin place. The risk management framework defines the risk management approach of theCompany and includes periodic review of such risks and also documentation mitigatingcontrols and reporting mechanism of such risks. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business.
25. PREVENTION OF SEXUAL HARASSMENT POLICY
The Companyhas in place a Prevention of Sexual Harassment policy inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment.
All employees (permanent contractual temporary trainees) are coveredunder this policy. During the year 2021-2022 no complaints were received by the Companyrelated to Sexual Harassment.
26. 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 year under review.
27. 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 inthis Annual Report. The Auditor?s Certificate for the for the financial year ended onMarch 31 2022 does not contain any qualification reservation or adverse remark.
28. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety Health andEnvironmental (SHE) performance related to its activities products and services. YourCompany is taking continuous steps to develop Safer Process Technologies and UnitOperations and has been investing heavily in areas such as Process Automation forincreased safety and reduction of human error element. Enhanced level of training onprocess and behavior based safety adoption of safe & environmental friendlyproduction process Management System is done on a continuousbasis.
The Company is committed to continuously take further steps to providea safe and healthy environment.
29. STATUTORY INFORMATION
The information on conservation of energy technology absorptionand foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are notapplicable to the Company during the financial year underreview.
Theinformationrequiredundersection197oftheCompaniesAct2013readwithRule5(1 )(2) & (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are given in Annexure - II and III to this report.
The Company has not accepted or renews any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules2014.
The Business Responsibility Reporting as required under SEBI(LODR) 2015 and is not applicable to your Company for the financial year underreview.
Disclosure as required under para F of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe Company during the financial year.
30. 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 2022.
31. 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 might differ materially from those eitherexpressed or implied in the statement depending on the Market conditions andcircumstances.
32. DISCLOSURES UNDER SECTION 134(31(1) 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 betweenthe end of the financial year of the Company and date of this report.
33. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Company?s shares are listed with BSE Ltd. Your Company haspaid the annual listing fees and there are no arrears.
Your Directors wish to thank all the stakeholders who have contributedto the success of your Company. Your Directors wish to place on record their appreciationfor the contribution made by employees at all levels. Your Directors also wish to thankits customers dealers agents suppliers investors and bankers for their continuedsupport and faith reposed in the Company.