SPV Global Trading Ltd.
|BSE: 512221||Sector: Others|
|NSE: N.A.||ISIN Code: INE177E01010|
|BSE 00:00 | 27 Apr||SPV Global Trading Ltd|
|NSE 05:30 | 01 Jan||SPV Global Trading Ltd|
|BSE: 512221||Sector: Others|
|NSE: N.A.||ISIN Code: INE177E01010|
|BSE 00:00 | 27 Apr||SPV Global Trading Ltd|
|NSE 05:30 | 01 Jan||SPV Global Trading Ltd|
Your Directors are pleased to present the Thirty Sixth Board's Report of SPV GlobalTrading Limited both on Standalone and Consolidated basis together with the AuditedFinancial Statements for the Financial Year ended 31st March 2021.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figure is given hereunder:
(Amount in lakhs)
The Consolidated Statements provide the results of SPV Global Trading Limited togetherwith its subsidiary.
2. TRANSFERRED TO RESERVES:
The Board of the Company does not propose to transfer any amount to the reserves forthe Financial Year 2020-21.
3. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
i. Standalone Performance:
Your Company has earned total revenue of Rs. 976.54 lakh in Financial Year 2020-21 ascompared to Rs. 3009.12 lakh in Financial Year 2019-20. The Company earned a Net profit ofRs. 34.04 lakh in the current Financial Year as compared to the Net profit of Rs. 36.38lakh of the previous Financial Year.
ii. Consolidated Performance:
Your Company has earned total revenue of Rs. 51357.26 lakh in Financial Year 2020-21 ascompared to Rs. 45856.76 lakh in Financial Year 2019-20. The Company Net Profit is Rs.2885.06 lakh in the current Financial Year as compared to the Net Profit of Rs. 13985.97lakh of the previous Financial Year.
iii. Subsidiary Company: a) Rashtriya Metal Industries Limited
Unlike the previous Financial Year 2020-21 turned out to be a good year for thecapital market. The revenue from operations increased from Rs. 45427.68 lakh to Rs.50289.46 lakh during the Financial Year 2020-21. The Company earned a Net profit of Rs.2869.63 Lakh in the current Financial Year as compared to the Net Profit of Rs. 14001.05Lakh of the previous Financial Year.
The details of deposits as covered under Chapter V of the Companies Act 2013 are asunder:
5. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies(Management and Administration) Rules 2014 the Annual Return of the Company in FormMGT-7 has been placed on the Company's website http://www.spvglobal.in
6. STATE OF COMPANY'S AFFAIRS:
During the year the Company carried on the business of trading in non- ferrous metals.The Company endeavors to combine market experience with hard work and dedication toprovide clients the ability to make informed decisions. During the year under review therehas been no change in the business of the Company.
In order to preserve funds for future activities the board does not recommend anydivided for the Financial Year 2020-21.
8. SHARE CAPITAL:
During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stocks options or sweat equity. As on 31st March 2021 noneof the Directors of the Company holds instrument convertible into equity shares of theCompany.
The details of Share capital of the Company are as under:
9. MEETINGS OF THE BOARD:
During Financial Year 2020-21 there were 5 (Five) Board Meetings held by the Company on
04th May 2020 31st July 2020 15th September 202004th November 2020 12th February
2021.The intervening gap between the meetings was as prescribed under the Companies
Attendance of Directors at Board Meetings held during the Financial Year 2020-21:
* Mr. Harish Shenvi resign from the position of the Directorship effect from 20thJuly 2020 on account of his old age.
10. MANAGEMENT DISCUSSIONS & ANALYSIS (MDAR):
A detailed review of operations performance and future outlook of your Company isgiven separately under the head Management Discussion And Analysis Report as "AnnexureA".
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 your Directors confirm that:
a. That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat 31st March 2021 and of the Loss of the company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
FORMAL ANNUAL BOARD EVALUATION
The annual evaluation process of the Board of Directors individual Directors andCommittees was conducted in accordance with the provision of the Act and the SEBI ListingRegulations. The Board evaluated its performance after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc. The above criteria are as provided in the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India. The evaluation was done inaccordance with the framework and criteria laid down by the NRC. Further at a separatemeeting the Independent Directors evaluated performance of Non-Independent DirectorsBoard as a whole and of the Chairman of the Board.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At the 36th Annual General Meeting ("AGM") of the Company and in accordancewith the applicable provisions of Section 152 of the Act and the Articles of Associationof the Company Mr. Navratan Damani (DIN: 00057401) and Mrs. Sarladevi Damani (DIN:00909888) Director are liable to retire by rotation and being eligible offers themselffor reappointment as Director of the Company. Necessary resolution- for theirre-appointment is included in the Notice of 36th AGM for seeking approval of the membersof the Company. Mr. Yashwant Jain and Mr. Sanjay Mundra are re-appointed as Non-executiveIndependent director for further tenure of 5 years upto 28.09.2025. Mr. Harish VamanShenvi resigned from the position of the Directorship effect from 20th July 2020 onaccount of his old age. As stipulated under Regulation 36(3) of SEBI (Listing Obligationsand Disclosure Requirements Regulations 2015 and Secretarial Standard issued by TheInstitute of Company Secretaries of India the brief resume of the Director proposed to beappointed/reappointed is given in the Notice convening the 36th Annual General Meeting ofthe Company.
14. CORPORATE GOVERNANCE:
The Company has paid up share capital of Rs. 24.50 Lakh being less than Rs. 1 Crore andthe net worth of the Company at the end of the previous year 31st March 2021 is Rs.170.85Lakh which is less than Rs. 25 Crores and therefore the quarterly report on CorporateGovernance pursuant to regulation 27 (2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is not applicable to the Company however the Company hasbeen observing best governance practices and is committed to adhere to the corporategovernance requirements on an ongoing basis.
15. AUDITORS & AUDITORS' REPORT
a. STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT:
At the Annual General Meeting of the Company held on 30th September 2019 M/s. S.S. Rathi & Co Chartered Accountant (FRN 108726W) were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years till the conclusion ofAGM to be held in the FY 2024-25. The requirement to place the matter relating toappointment of auditors for ratification by members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from 07th May 2018. Accordingly noresolution is being proposed for ratification of appointment of Statutory auditors at theensuing AGM.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
b. SECRETARIAL AUDITORS' AND AUDIT REPORT:
The Secretarial Auditor M/s. Jajodia & Associates Practicing Company SecretaryMumbai (Certificate of Practice No. 19900) has issued Secretarial Audit Report for theFinancial Year 2020-21 pursuant to provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014which is annexed as "Annexure B" and forms part of this Report.
c. INTERNAL AUDITORS:
During the Financial Year the Company has appointed M/s. Kapadia Makwana &Associates Chartered Accountants as Internal Auditors of the Company as per theprovisions of Section 138 of Companies Act 2013. The Report of Internal Auditor wasyearly reviewed by Audit Committee.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
The details of Loan Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes to theFinancial Statements.
17. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company has one subsidiary i.e. Rashtriya Metal Industries Limited. During theyear the Board of Directors (the Board') reviewed the affairs of the subsidiary. Inaccordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiary which form part ofthe Annual Report. Further a statement containing the salient features of the financialstatement of our subsidiary in Form AOC-1 as "Annexure C" forms part ofthe financial statement attached to this report. The statement also provides the detailsof performance financial positions of each of the subsidiary.
In accordance with Section 136 of the Act as amended by the Companies Amendment Act2017 the audited the financial statements of the Company consolidated financialstatements along with relevant documents and separate audited accounts in respect ofsubsidiary are available on the website of www.spvglobal.in.
These documents will also be available for inspection during the business hours at theregistered office of the Company. The Company's policy on material subsidiary as approvedby the Board is uploaded on the Company's website i.e. www.spvglobal.in.
18. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirm that the Company has complied with the applicableSecretarial
Standards ("SS") issued by the Institute of Company Secretaries of Indiarelating to the meetings of the Board and its committees as well as the general meetings(SS-1 and SS-2) respectively which have mandatory application during the year underreview.
19. RELATED PARTY TRANSACTION:
All contracts / arrangements / transactions entered by the Company during the Financial
Year with related parties were in the ordinary course of business and on arm's lengthbasis.
As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure ofparticulars of material transactions with related parties entered into by the Company withrelated parties in the prescribed format annexed to this report as "Annexure D".
The details of the transaction with related parties are provided in the accompanyingfinancial statements. The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: www.spvglobal.in.
20. MATERIAL CHANGES:
During the Financial Year 2020-21 there are no material changes affecting the financialposition of the Company and affecting Financials Statements.
21. COMMITTEES OF THE BOARD:
Pursuant to the provision of Companies Act 2013 and Listing Regulations the companyhas constituted the following committee of the board:
1. Audit Committee;
2. Nomination & Remuneration Committee; and
3. Stakeholders' Relationship Committee.
4. Risk Management Committee.
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Director's Report.
22. AUDIT COMMITTEE & ITS COMPOSITION:
Pursuant to Provisions of Section 177 of the Companies Act 2013 and on therecommendation of the audit committee the Board has adopted policy for selection andappointment of Directors Senior Management and their remuneration. The Terms ofReference Composition and Meetings and Attendance is as below:
i. Terms of Reference/ Policy:
Apart from all the matters provided under Section 177 of the Companies Act 2013 theAudit Committee reviews reports of the internal auditor meets statutory auditors as andwhen required and discusses their findings suggestions observations and other relatedmatters. It also reviews major accounting policies followed by the Company.
The Audit Committee consists of following members as on 31st March 2021.
iii. Meetings and Attendance:
During the Financial Year 2020-21 4 (Four) Meetings were held on 31st July 2020 15th
September 2020 04th November 2020 and 12th February 2021.
23. NOMINATION AND REMUNERATION POLICY & ITS COMPOSITION:
Pursuant to Provisions of Section 178 of the Companies Act 2013. The Terms ofReference Composition and Meetings and Attendance is as below:
i. Terms of Reference/Policy:
On recommendation of the Nomination and Remuneration Committee the Company has framed apolicy as per Section 178 of the Companies Act 2013 for selection and appointment ofDirectors Senior Management and their remuneration.
The Nomination and Remuneration Committee consists of following members as on 31stMarch 2021.
iii. Meetings and Attendance:
During the Financial Year 2020-21 2 (Two) Meeting was held on 31st July 2020 and 04thNovember 2020.
24. STAKEHOLDER RELATIONSHIP COMMITTEE & ITS COMPOSITION:
Pursuant to Provisions of Section 178 of the Companies Act 2013 The Terms ofReference
Composition and Meetings and Attendance is as below:
i. Terms of Reference/Policy:
Apart from all the matters provided under Section 178 of the Companies Act 2013 theStakeholder Relationship Committee reviews the complaints received from the stakeholdersof the Company as and when required and discusses their findings suggestionsobservations and other related matters.
The Stakeholder Relationship Committee consists of following members as on 31st March
iii. Meetings and Attendance:
During the Financial Year 2020-21 4 (Four) Meeting were held on 31st July 2020 15thSeptember 2020 04th November 2020 and 12th February 2021.
25. RISK MANAGEMENT COMMITTEES & ITS COMPOSITION (POLICY):
As per the provisions of the Companies Act 2013 and as part of good corporategovernance the Company has constituted the Risk Management Committee. The Committee haslaid down the procedures to inform to the Board about the risk assessment and minimizationprocedures and Board shall be responsible for framing implementing and monitoring therisk management plan and policy for the Company. The main objective of this policy is toensure sustainable business growth with stability and promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. The Committeereviewed the risk trend exposure and potential impact analysis carried out by themanagement. During the Financial Year 2020-21 no committee meeting were held. TheComposition of Risk Management Committee is as below:
The Risk Management Committees consists of following members as on 31st March 2021.
26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and pursuant to Regulation 25 of theListing Regulations.
27. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder andRegulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of Independent Directors was held on 04thNovember2020 during the financial year 2020-21 without the attendance of Non-IndependentDirectors and Members of the Management. The Independent Directors reviewed performance ofNon-Independent Directors Chairman of the Company and the performance of the Board as awhole. The Independent Directors also discussed the quality quantity and timeliness offlow of information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. The feedback of the Meeting wasshared with the Chairman of the Company.
28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
29. PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
30. SEXUAL HARASSMENT OF WOMEN FRAMEWORK:
The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The following is a summary of sexual harassment complaintsreceived and disposed of during the year 2020-21:
a) No of complaints received: Nil
b) No of complaints disposed of: N.A.
31. PERFORMANCE EVALUATION:
Pursuant to the Section 178 of the Companies Act 2013 and Regulation of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 a separate exercise was carriedout to evaluate the performance of individual Directors including the Chairman of theBoard who were evaluated on parameters such as level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors. The board also carried out annual performance evaluation ofthe working of its Audit Nomination and Remuneration as well as stakeholder relationshipcommittee. The Directors expressed their satisfaction with the evaluation process.
32. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The percentage increase in remuneration ratio of remuneration of each director and keymanagerial personnel (KMP) (as required under the Companies Act 2013) to the median ofemployees' remuneration and the list of top 10 employees in terms of remuneration drawnas required under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thestatement containing particulars of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In the terms of Section136 of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such member may write to the Company Secretary in this regard.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
In term of Revised Regulatory framework for NBFC's all NBFC's holding Certificate ofRegistration (CoR) Issued by RBI were required to achieve the net owned fund of twohundred lakhs of rupees before April 01 2017. However the Company was unable to the meetthe said requirements as company's listing was under suspension and therefore in exerciseof the powers conferred under Sections 45-IA (6) of the Reserve Bank of India Act 1934the RBI has cancelled the Certificate of Registration No.13.00444 dated March 24 1998issued to the Company.
34. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Act introduced regulations with focus on control and compliance requirements inlight of which the Company has laid down internal financial controls across variousprocesses prevalent in the organization. These controls have been established at theentity as well as process level and are designed to ensure compliance to internal controlrequirements regulatory compliance and enable appropriate recording of financial andoperational information. The Company has reviewed the effectiveness of its internalfinancial controls by adopting a systematic approach to assess the design and itsoperating effectiveness. During the financial year 2020-2021 such controls were testedand no reportable material weakness in the design or operation was observed. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements.
35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy. This
Policy can be viewed on the Company's website. i.e. www.spvglobal.in.
36. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are as mentioned below:-
i. Conservation of Energy:
ii. Technology Absorption:
iii. Foreign Exchange Earnings and Outgo:
37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED
The Company does not have any equity shares lying in the demat suspenseaccount/unclaimed suspense account of the Company as on 31st March 2021. Hence disclosuresrequired under Part F of Schedule V of the Listing Regulations is not applicable.
38. MD/ CFO Certification:
The MD/CFO have issued certificate pursuant to the provisions of Regulation 17(8) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 certifyingthat the financial statements do not contain any materially untrue statement and thesestatements represents true and fair view of the Company's affairs. The said certificate isannexed and forms part of the Annual Report.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients FinancialInstitutions Bankers Business Associates and the Government and other regulatoryauthorities and thanks all stakeholders for their valuable sustained support andencouragement towards the conduct of the proficient operation of the Company. YourDirectors would like to place on record their gratitude to all the employees who havecontinued their support during the year.