SPV Global Trading Ltd.
|BSE: 512221||Sector: Others|
|NSE: N.A.||ISIN Code: INE177E01010|
|BSE 05:30 | 01 Jan||SPV Global Trading Ltd|
|NSE 05:30 | 01 Jan||SPV Global Trading Ltd|
|BSE: 512221||Sector: Others|
|NSE: N.A.||ISIN Code: INE177E01010|
|BSE 05:30 | 01 Jan||SPV Global Trading Ltd|
|NSE 05:30 | 01 Jan||SPV Global Trading Ltd|
Your Directors are pleased to present the Thirty Fourth Board's Report of M/s. SPVGlobal Trading Limited (Formerly known as "Tarrif Cine & Finance Limited")both on Standalone and Consolidated basis together with the Audited Financial Statementsfor the Financial Year ended 31s t March 2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figure is given hereunder: (Amount in lacs)
The Consolidated Statements provide the results of SPV Global Trading Limited (Formerlyknown as Tarrif Cine & Finance Limited) together with its subsidiary.
2. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS: i. Standalone Performance:
Your Company has earned total revenue of INR.1090.67 lakh in Financial Year 2018-19 ascompared to INR.1004.62 lakh in Financial Year 2017-18.The Company incurred a Net loss ofINR.10.71 lakh in the current Financial Year as compared to the Net loss of INR.21.06 lakhof the previous Financial Year.
ii. Consolidated Performance:
Your Company has earned total revenue of INR.44638.30 lakh in Financial Year 2018-19as compared to INR.43962.45 lakh in Financial Year 2017-18.The Company Net Profitincreased to INR.385.34 lakh in the current Financial Year as compared to the Net Profitof Rs.346.16 lakh of the previous Financial Year.
iii. Subsidiary Company: a) Rashtriya Metal Industries Limited
Unlike the previous Financial Year 2018-19 turned out to be a good year for thecapital market. The revenue from operations increased from INR. 43259.17 lakh toINR.44123.28 lakh during the Financial Year 2018-19.The Company earned a Net profit ofINR. 811.39 lakh in the current Financial Year as compared to the Net Profit of INR.751.03lakh of the previous Financial Year.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
4. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") forms an integral part of this Report as "Annexure A" and same isavailable on the website of the Company and its web link is www.spvglobal.in
5. STATE OF COMPANY'S AFFAIRS:
During the year under review company has changed its object and pursuant to the changein the object the company is now involved in business of iron founders mechanicalengineers and manufacturers of agricultural implements and other machinery tool-makersbrass -founders metal-workers boiler-makers mill -wrights machinists iron and steelconverters smiths wood-workers builders painters metallurgists electrical engineerswater supply engineers gas-takers carriers and merchants and to buy sell manufacturerepair convert alter let on hire and deal in machinery implements rolling-stock andhardware of all kinds.
Since the company has incurred loss during the current Financial Year the company donot recommend any divided for the Financial Year 2018-19.
7. 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 31s tMarch 2019 none of the Directors of the Company holds instrument convertible into equityshares of the Company. The details of Share capital of the Company are as under:
8. MEETINGS OF THE BOARD:
During Financial Year 2018-19 there were 8 (Eight) Board Meetings held by the Companyon 20thApril 201811t h May 2018 30t h May 201813th August 2018 14t h November 201811t h December 201806th February 2019 01s t March 2019.The intervening gap between themeetings was as prescribed under the Companies Act 2013. Attendance of Directors at BoardMeetings held during the Financial Year 2018-19:
9. MANAGEMENT DISCUSSIONS & ANALYSIS (MDAR):
Management Discussions and Analysis Report (MDAR) for the year under review asstipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report as"Annexure B".
10. 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 financialstatements the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b) That such accounting policies asmentioned in Notes to the Financial Statements have been selected and applied consistentlyand judgments have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2019 and of the Loss of thecompany for the year ended on that date; c) That proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) That the annual financial statements havebeen prepared on a going concern basis; e) That proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f)That systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
11. DECLARATION OF INDEPENDENCE
The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the provisions of CompaniesAct 2013 read with the Schedule and Rules issued thereunder as well as Regulation16(1)(b) of Listing Regulations.
A separate meeting of Independent Directors pursuant to Schedule IV of the CompaniesAct 2013 was held during the year under review.
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Navratan Damani (DIN:
00057401) and Mr. Harish Shenvi (DIN: 00332699) Director of the Company retires byrotation at ensuing Annual General Meeting of the Company and being eligible has offeredthemselves for re-appointment.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements Regulations 2015 and Secretarial Standard issued by The Institute of CompanySecretaries of India the brief resume of the Director proposed to beappointed/re-appointed is given in the Notice convening the 34t h AnnualGeneral Meeting of the Company.
13. CORPORATE GOVERNANCE:
The Company has paid up share capital of Rs. 2450000/- being less than Rs. 10 Croreand the net worth of the Company at the end of the previous year 31st March 2018 isRs.11163929/- which is less than Rs. 25 Crores and therefore the quarterly report onCorporate Governance pursuant to regulation 27 (2) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is not applicable to the Company however theCompany has been observing best governance practices and is committed to adhere to thecorporate governance requirements on an ongoing basis.
14. AUDITORS & AUDITORS' REPORT a) STATUTORY AUDITORS & STATUTORYAUDITORS' REPORT:
As per the provisions of the Act the period of office of M/s. K K Khadaria & Co.Chartered Accountants Statutory Auditors of the Company is liable to be retire byrotation at the conclusion of the ensuing Annual General Meeting. It is proposed toappoint M/s. S. S. Rathi & Co Chartered Accountant (FRN 108726W) as StatutoryAuditors of the Company for a term of 5 (five) consecutive years. M/s. S. S. Rathi &Co Chartered Accountants have confirmed their eligibility and qualification requiredunder the Act for holding the office as Statutory Auditors of the Company.
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 2018-19 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 C" and forms part of this Report. The SecretarialAudit Report for the year under review contains certain remarks the management's replyfor the same is as mentioned below:
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.
15. 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.
16. 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
2013 the Company has prepared consolidated financial statements of the Company and itssubsidiary which form part of the Annual Report.
Further a statement containing the salient features of the financial statement of oursubsidiary in Form AOC-1 as "Annexure D" forms part of the financial statementattached to this report. The statement also provides the details of performance financialpositions 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.
17. RELATED PARTY TRANSACTION:
All contracts / arrangements / transactions entered by the Company during the FinancialYear 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 disclosureof particulars of material transactions with related parties entered into by the Companywith related parties in the prescribed format annexed to this report as "AnnexureE". The details of the transaction with related parties are provided in theaccompanying financial statements. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website at the link: www.spvglobal.in
18. AMOUNT TRANSFERRED TO RESERVES:
The Board of the Company does not propose to transfer any amount to the reserves forthe Financial Year 2018-19.
19. MATERIAL CHANGES:
During the Financial Year 2018-19 the Company has ceased to be NBFC on cancellation ofcertificate of registration for carrying on the business of Non-Banking FinancialInstitution by the RBI vide its letter dated 29t h August 2018 w.e.f 02nd August 2018 pursuant to cancellation of certificate of Registration of theCompany the Company has altered his object clause with the approval of members in theextra ordinary general meeting held on 20th March 2019. The object has beenaltered from "NBFC related activity to Trading related of Non-ferrous Metal activity.
The Company has adopted Indian Accounting Standards ('Ind AS") from 1st April 2018 and accordingly the financial statements for FY 2018-19 are incompliance with Ind AS.
Therefore due to change in the object clause of the Company and in the line of thebusiness which the company is carrying the company name was changed from "Tarrif Cine& Finance Limited" to "SPV Global Trading Limited" with effect from 26th April2019.
20. 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.
21. 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 31s t March 2019.
iii. Meetings and Attendance:
During the Financial Year 2018-19 4 (Four) Meetings were held on 30t h May2018 13t h August 2018 14t h November 2018 06t hFebruary 2019.
22. 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 31st March 2019.
iii. Meetings and Attendance:
During the Financial Year 2018-19 1 (One) Meeting was held on 11t h May2018.
23. 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 ofReference/Policy: Apart from all the matters provided under Section 178 of the CompaniesAct 2013 the Stakeholder Relationship Committee reviews the complaints received from thestakeholders of the Company as and when required and discusses their findingssuggestions observations and other related matters.
The Stakeholder Relationship Committee consists of following members as on 31s tMarch 2019.
iii. Meetings and Attendance:
During the Financial Year 2017-18 4 (Four) Meetings were held on 30t h May2018 13t h August 2018 14t h November 2018 and 06t hFebruary 2019.
24. 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 2018-19 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 2019.
25. 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 all the Independent Directors of the Company met once during a yearwithout the attendance of Non- Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non-Independent Directors Chairmanof the Company and the performance of the Board as a whole. The Independent Directors alsodiscussed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The feedback of the Meeting was shared with the Chairman of theCompany.
26. 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.
27. 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 confirmedcompliance with the Code.
28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.
During the Financial Year under review the Company has not received any complaintsfrom any of the employees of the Company.
29. 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.
30. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL
PERSONNEL AND PARTICULARS 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 form part ofAnnexure VI to this Board's report. The statement containing particulars of employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request. In the terms of Section 136 of the Companies Act 2013 the Reportand accounts are being sent to the members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by members at theRegistered Office of the
Company during business hours on working days of the Company. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretary inthis regard. .
31. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED
DURING THE YEAR:
During the year ended 31s t March 2019 Ms. Nidhi Agarwal CompanySecretary and Compliance Officer of the Company who was appointed w.e.f 01s tJune 2017 has resigned from the post of Company Secretary and Compliance Officer of theCompany w.e.f 20t h April 2018 and the company has appointed Ms. Snehal Pawaras Company Secretary and Compliance Officer of the Company w.e.f 11t h May2018 Further Ms. Snehal Pawar has resigned from the post of Company Secretary andCompliance Officer of the Company with effect from 01s t March 2019.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
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.
33. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements.
34. 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.
35. 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:
36. GREEN INITIATIVES
To support the Green Initiative' Members who have not registered their emailaddresses are requested to register the same with the Company's Registrar and ShareTransfer Agent/Depositories for receiving all communications including Annual ReportNotices Circulars etc. from the Company electronically. With regard to the sameMembers whose email IDs are registered with our Registrar and Share Transfer Agent viz.Bigshare Services Pvt. Ltd shall also receive a communication from our Registrar whereinMembers shall be informed about the Service of Documents to them in electronic mode and incase they wish to register a different email ID they can update the same with theirDepository Participant in case of shares held in demat mode and with the Registrar andShare Transfer Agent in case of shares held in physical mode.
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 31s t March 2019. Hencedisclosures required under Part F of Schedule V of the Listing Regulations is notapplicable.
38. MD/ CFO Certification:
The MD/CFO have issued certificate pursuant to the provisions of Regulati on 17(8) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 certifyingthat the financial statements do not contain any materially untrue statement and thesestatements represent a true and fair view of the Company's affairs. The said certificateis annexed 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.