SVA India Ltd.
|BSE: 531885||Sector: Others|
|NSE: N.A.||ISIN Code: INE763K01014|
|BSE 00:00 | 24 Feb||SVA India Ltd|
|NSE 05:30 | 01 Jan||SVA India Ltd|
SVA India Ltd. (SVAINDIA) - Director Report
Company director report
To the Members
Your Directors take pleasure in presenting their Thirty Seventh Annual Report on thebusiness and operations of your Company together with the Audited Statement of Accountsfor the year ended March 31 2018.
Summary of the Company's financial performance for the F.Y. 2017 - 18 and 2016 - 2017is given below:
The Total Turnover of the Company has increased to Rs.37971344.30 and the Companyhas a net loss of Rs. (3521435.58) in the F.Y 2017-18. The Company has tied up with UCALanka Pvt Ltd as sole representatives for marketing their products worldwide. The Companyhas tied up with Basilur Tea Exports Pvt Ltd for marketing their products worldwide. TheCompany expects good prospects in coming years.
Your Directors acknowledge and appreciate the sincere and devoted services &contribution rendered by the highly committed officers placed at the various level ofoperation of the Company.
Buy-back / Sweat Equity / Bonus Shares
The Company has neither bought back its shares or has issued any sweat equity or Bonusshares during the year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the Employees.
In view of the planned business growth your Directors deem it proper to conserve thefunds of the Company for its activities and therefore have not recommended any dividendon equity shares for the Financial Year ended March 31 2018.
The Company has neither accepted nor renewed any fixed deposit during the year. Thereare no unclaimed deposits unclaimed / unpaid interest or refund due to the depositholders or to be deposited to the Investors Education and Protection Fund as on March 312018.
Particulars of Loans Guarantees and Investment
Details of Loans Guarantees and Investments covered under the provisions of Section186 ofthe Companies Act 2013 are given in the notes to the Financial Statements.Subsidiary and Associate Companies
As on March 31 2018 the Company has two Associate Companies viz. Aussee Oats MillingPvt Ltd Sri Lanka and Aussee Oats India Pvt Ltd India. Pursuant to the provisions ofSection 129(3) ofthe Companies Act 2013 a statement containing salient features offinancial statements ofthe Associates Companies in Form - AOC 1 is annexed to this report.
The policy for determining Material Subsidiary may be accessed on the Company's websiteat http://svaindia.com/pdf/policies2.pdfDirectors
In terms ofthe provisions ofthe Companies Act 2013 Mr. Raghav Gupta Director oftheCompany is liable to retire by rotation and being eligible has offered himself forreappointment as such. The Board recommends re-appointment of Mr. Raghav Gupta as aDirector ofthe Company.
All the Independent Directors of your Company i.e. Mr. Arun Agrawal and Mr. AadeshJain have duly furnished the required declarations that they meet the criteria ofindependence as laid down under section 149(6) ofthe Companies Act 2013.
During the year in terms of the requirement of the Act the Independent Directors heldtheir separate meeting wherein the performance of the Board and that of the Directors wasevaluated in detail. In this very meeting itself the independent directors thoroughlydiscussed the quantity quality & timeliness of the flow of information between theCompany's management and the Board and arrived at a view that the same is adequate andsufficient to enable effective decision making of the Board.
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per section 2(51) and 203 of theCompanies Act 2013 are as follows:
1. Mr. Raghav Gupta-Whole-time Director;
2. Mr. Jitendra Yadav - Chief Financial Officer; and
3. Mr. Mahesh Fuliya - Company Secretary
In terms of the requirement prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theprocess for evaluation of the performance of the entire Board of Directors and that of itsCommittees and Individual Directors.
Policy on Directors' Appointment Remuneration and other details
The Company's policy on Directors' appointment remuneration and other matters providedin section 178(3) of the Act has been disclosed in the Corporate Governance Report.
Related Party Transactions
All the transactions entered into with related parties during the financial year underreview were in the ordinary course of business and on arm's length basis.
The particulars of contracts and arrangements with aforesaid related parties in formAOC - 2 is annexed to this report as Annexure A.
The Policy on related party transaction may be accessed on the Company's website at thelink: http://svaindia.com/pdf/policies5.pdf
Material Changes and Commitments'
There were no material changes and commitments affecting the financial position of theCompany.
Board and Committee Meetings
During the year under review Eight (8) Meetings of the Board were convened and held.The Intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
The functioning of the Board is supplemented by various committees which have beenconstituted from time to time such as Audit Committee Stakeholders RelationshipCommittee Nomination & Remuneration Committee and Risk Management Committee. Each ofthe aforesaid committees has been constituted in order to ensure due to compliance withthe applicable laws and to ensure the highest level of corporate governance. The minutesof the meetings of each of these Committees are duly placed before the Board for notingand confirmation.
The Audit Committee consists of majority Independent Directors. It consists ofDirectors namely Mr. Arun Agarwal [Independent Director] Mr. Aadesh Jain [IndependentDirector] and Mr. Raghav Gupta [Whole-time Director] as the members.
During the year Six (6) meetings of the Audit Committee were held.
Auditors' of the Company Statutory Auditors'
In terms of section 139 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 at the Thirty Fourth Uday Pasad & Associates CharteredAccountants were appointed as the Statutory Auditor of the Company for a period of fiveevery Annual General Meeting of the Company.
The Board recommends ratification of their appointment as such at the ensuing ThirtySeventh Annual General meeting of the Company.
M/s VKM & Associates Practicing Company Secretaries are acting as the InternalAuditors of the Company. Your Directors recommend their re-appointment as such for thefinancial year 2018-19.
The notes to the financial statements referred in the Auditor's Report areself-explanatory and do not call for any further comments and clarification from theBoard.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed M/s. P. D. Pandya & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 201819. TheSecretarial Audit Report is annexed to this report as Annexure B.
Annual General Meeting of the Company M/s (5) years subject to ratification by membersat
Extract of Annual Return
In terms of the provisions of section 92(3) of the Companies Act 2013 an extract ofAnnual Return in form MGT - 9 is annexed to this report as Annexure C.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and OutgoEnergy
The operations of the Company do not consume high levels of energy. Adequate measureshave been taken to conserve energy wherever feasible. Your Company uses latest technologyand energy efficient equipments. As cost of energy forms a very small portion of the totalcost.
The Company uses latest technology and equipment into the business. Further theCompany is not engaged in any manufacturing activities most of the information asrequired under section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 are not applicable.
Foreign Exchange Earnings and Outgo
As the Company business has an agreement for purchase or sale is entered with anyforeign parties. Hence for the year under review the Company has foreign exchangeearnings or expenses.
The report on Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual Report as AnnexureD.
A certificate from the Auditors of the Company confirming compliance to the conditionsof Corporate Governance as stipulated in schedule V of the SEBI LODR is annexed to thisreport.
Whistle Blower Policy / Vigil Mechanism
In accordance with Section 177 of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a WhistleBlower Policy / Vigil Mechanism to address the genuine concern if any of the Directorsand employees. The details of the same have been given in the report on CorporateGovernance and the policy can also be accessed on the Company's website at http://svaindia.com/pdf/policies6.pdf.
The Audit Committee periodically reviews the existence and functioning of themechanism. It reviews the status of complaints received under this policy on a quarterlybasis. The Committee has in its report affirmed that no personnel have been denied accessto Audit Committee.
The Company has a comprehensive Risk Management policy that envisages risk managementframework and clearly sets out the objectives & elements of risk management within theorganization including the constitution of a Risk Management Committee and underlyingmechanisms & processes to be used for identification monitoring and reporting ofvarious categories of risks.
Corporate Social Responsibility
The Company has not developed and implemented Corporate Social Responsibilityinitiatives as the said provisions are not applicable due to insufficient profit of thecompany.
Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Significant and Material orders passed by the Regulators Courts or Tribunals
The Company has not received any significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
Management's discussion and Analysis Report
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis Report which formspart of this report as Annexure E.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report. Disclosures relating to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are also provided inthe Annual Report which forms part of this report as Annexure F.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.During the year none of the employee of the company is holding more than 2% of companyshares and nor having salary of more than 60 lakh a year.
Nomination and Remuneration Policy
In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisreport as Annexure G.
(1) The Company has not issued any equity shares with differential rights as todividend voting or otherwise.
(2) The Whole-Time Director has not received any remuneration or commission from theCompany its holding or subsidiaries.
(3) The Company is committed to uphold and maintain the dignity of woman employees andit has in place a policy which provides for protection against sexual harassment of womenat work place and for prevention and redressal of such complaints. During the year no suchcomplaints were received.
(4) No fraud has been reported by the Auditors to the Audit Committee or the Board.
Directors' Responsibility Statement
As per the requirement of sub-section (5) of section 134 of the Companies Act 2013the Director's confirm that:
(i) In the preparation of the Annual Financial Statements for the year ended March 312018 the applicable accounting standards have been followed and that there are nomaterial departures;
(ii) The Directors have selected such accounting policies in consultation with theStatutory Auditors' and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at March 31 2018 and of the profit and loss of the Company for the yearunder review;
(iii) The Directors have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts of the Company on a going concernbasis;
(v) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively; and
(vi) The Directors have laid down proper internal financial controls and that the sameare adequate and were operating effectively.
Your Company is committed towards the creation of knowledge for the benefit of itsstakeholders. It is our belief that the growth of an organization is largely dependent onthe growth of the individuals. None of the employees of the Company was in receipt ofremuneration in excess of the limits prescribed in the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Disclosure under the Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act 2013
The Company has Policy on Prevention of Sexual harassment at Work Place and alsoconstituted Internal Complaint Committee to investigate ant complaint received on sexualharassment.
The Company has not received any complaints pertaining to sexual harassment during thefinancial year 2017-18.
Your Directors would like to express their appreciation for the co-operation andassistance received from the Government authorities including Reserve Bank of IndiaRegistrar of Companies Bankers Financial Institutions Investors Vendors CustomersShareholders and other business constituents.
Your Directors also wish to place on record their deep appreciation for the totalcommitment displayed by all the Executives Officers and Staff and their continuedcooperation throughout the year.
For and On behalf of the Board
Date : August 14 2018
Place : Mumbai