To the Members
Your Directors have pleasure in presenting this Annual Report of your Company togetherwith the Annual Audited Statements of Accounts for the year ended March 31 2018.
Despite of Company Law Board Order dated April 04 2014 for change in management of theCompany and Company Law Board Order dated June 04 2015 the Old management did nothandover all records of the Company to the new management.
Your Company financial performance during the year 2017-18 is summarized below:
| || ||(Rs. in Lakhs) |
|Financial Results ||Year Ended ||Year Ended |
| ||31.03.2018 ||31.03.2017 |
|Income ||18.20 ||51.39 |
|Less: Expenditure ||(26.77) ||(44.79) |
|Profit before Extraordinary Items and Tax ||(8.57) ||6.60 |
|Add/Less : Extraordinary Items ||68.91 ||- |
|Profit Before Tax ||60.34 ||6.60 |
|Less : Tax Expense ||12.16 ||- |
|Profit after Tax ||48.18 ||6.60 |
|EPS (in Rs.) ||0.69 ||0.09 |
The Company's net profit after tax for the Financial Year ended March 31 2018 stood atRs. 48.18 lakhs as against net profit after tax of Rs. 6.60 lakhs in the previous year.
CHANGE IN NATURE OF BUSINESS IF ANY:
There is no change in the nature of the business of the Company.
TRANSFER TO RESERVES
No amount is transferred to reserves in the financial year under review.
CHANGES IN SHARE CAPITAL
The Company has neither bought back its shares nor has issued any sweat equity or Bonusshares during the year under review.
As there was minimal income in the current year to strengthen the financial positionof the Company and to augment working capital your directors regret to declare anydividend.
As the Old Board has not handed over the books of accounts statutory records andminutes book the company is not in a position to ascertain acceptance of public deposits.Company Law Board New Delhi vide its order dated June 4 2015 has directed the old boardto handover books of accounts and other records to the new board. However the old boardis yet to hand over the same. The new management of the Company has not accepted anydeposit from public since the new management has taken charge of the Company.
BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act none of the Directors are liable to retire byrotation at the ensuing Annual General Meeting.
During the period under review Mr. Akhilesh Malvi was appointed as Managing Director ofthe Company. Mr. Rajesh Baheti was appointed as Chairman and Chief Financial Officer ofthe Company. Mr. Ghanshyam Chudasama and Ms. Sanam Barot were appointed as Non-Executive -Independent Directors. Mr. Om Prakash Chugh Non-Executive - Independent Director and Mr.Riyaz Khan Non-Executive - Independent Director of the Company vacated the office w.e.f.July 06 2017.
During the year existing Company Secretary resigned and new Company Secretary wasappointed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is Annexedherewith as Annexure I. Copy of the same is also placed on the website of the Company. Theweb link for the same is as under:http://svcresources.co.in/wp-content/uploads/2018/08/MGT-9-FY-2017-18.pdf
DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES IF ANY:
As per records available from BSE Website and MCA Website Company had only oneoverseas subsidiary SVC Resources FZC Sharjah UAE. However the company has no recordspertaining to its subsidiary as old management has not handed over the records to the newmanagement despite of the Company Law Board Order. Hence subsidiary accounts are notenclosed.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report asAnnexure II.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. In the case of any concerns the employees can write to theChairperson of Audit Committee. The policy on vigil Mechanism forms part of the website ofthe Company. The Web link for the policy of vigil mechanism is:http://svcresources.co.in/wp-content/uploads/2015/12/Whistle-Blower-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has inadequate profit in the year under review. Hence the Corporate SocialResponsibility provisions do not apply to the Company.
RELATED PARTY TRANSACTIONS
No transactions were carried out between any of the related parties in the year underreview. The web link for related party transaction policy ishttp://svcresources.co.in/wp-content/uploads/2015/12/Related-Party-Transaction.pdf
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for identifying internal andexternal risks and implementing risk mitigation steps.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. Details of the Familiarization program for IndependentDirectors forms part of the website of the Company. The web link of Familiarizationprogram is as under:http://svcresources.co.in/wp-content/uploads/2015/12/Familarisation-of-Independent-Director.pdf
NOMINATION AND REMUNERATION POLICY
Company's policy relating to directors appointment payment of remuneration anddischarge of their duties is annexed herewith as Annexure III. The web link of the policyis :http://svcresources.co.in/wp-content/uploads/2015/12/Nomination-and-Remuneration-Policy.pdf
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors' Report as stipulated in Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in theAnnual Report as Annexure IV.
INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Directorsis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) 2015 the Independent Directors ofthe Company have given the declaration to the Company that they qualify the criteria ofindependence as required under the Act.
Pursuant to the provisions of Companies Act 2013 and Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration andStakeholders' Relationship Committee including the Chairperson of the Board who wereevaluated on parameters such as level of engagement and contribution and independence ofjudgment thereby safeguarding the interest of the Company. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairperson and the Non Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OFCOMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts and formspart of the Annual Report. The Company has not given any loan guarantee or investmentduring the financial year under review. The Central Government has not prescribed themaintenance of cost records under section 148(1) of the Act for any of the products soldby the Company.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report. Receivableand payable which are more than 4 years old and are not supported by any documentaryevidence are being written off.
PARTICULARS OF EMPLOYEES
The Company has no directors or employees who are in receipt of remuneration exceedingthe sum prescribed under section 197 of the Companies Act 2013 read with Rule (5) ofCompanies (Appointment and Remuneration of Managerial Person) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted an Internal Complaints Committee forprevention and redressal of complaints of sexual harassment against women. The Boardconstituted a sexual harassment committee where the chairperson of the Committee is Ms.Sanam Barot. It was also decided that Ms. Tulsa Silwal and Mr. Akhilesh Malvi shall beMembers of the Committee. All employees (permanent contractual temporary trainees) arecovered under this policy. The Company did not receive any complaint during the year2017-18.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and/or material order was passed by any Regulator any Court in India orany Tribunal impacting the going concern status and the Company's operations in future.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Company does not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
AUDITORS Statutory Auditors
Subsequent to the year end M/s. Jain & Jain Chartered Accountants StatutoryAuditors of the Company tendered their resignation vide their letter dated August 232018 due to their pre-occupancy with other professional activities. The Board hasappointed M/s. Dinesh H Agarwal & Co. Chartered Accountants as new Statutory Auditorof the Company for a period of three years starting from FY 2018-19 till FY 2020-2021subject to the approval of the Members in the ensuing Annual General Meeting. The Companyhas received confirmation from the new Auditor that their appointment would be within theprescribed limit specified under relevant sections of the Companies Act 2013 and thatthey are not disqualified from such appointment. The Board recommends appointment of M/s.Dinesh H Agarwal & Co. Chartered Accountants as Statutory Auditors of the Company fora period of three years starting from FY 2018-19 till FY 2020-2021. Members are requestedto approve the same.
Statutory Audit Report
The Auditors have given a qualified Audit Report with the following qualification:-
Basis for Disclaimer of Opinion
So far as information and explanations given to us the Old Management of the Companywas removed in an Extraordinary General Meeting held on January 11 2014 and supported bythe an order of the Company Law Board Delhi dated April 4 2014. However the managementis yet to receive the old books of account and its impact on the financial statementshence we do not express an opinion on the same.
We also do not express an opinion on write off of sundry receivables of Rs. 2252.87Lakhs and write back of sundry payables of Rs. 2247.69 Lakhs which is included inextraordinary items in the profit and loss statement.
Disclaimer of Opinion
Because of the significance of the matters described in the Basis of Disclaimer ofOpinion paragraph we have not been able to obtain sufficient appropriate audit evidenceto provide a basis for an audit opinion. Accordingly we do not express an opinion on thefinancial statements.
Subsequent to Company Law Board Order dated June 04 2015 the new management is incontinues touch for handover of Books of Accounts and Statutory Records. The company hasalso filed a complaint with the police station for the same. The company is yet to receiveBooks of Accounts and Statutory Records. Financial statements have been prepared on thebasis of records available with the Company Banks BSE and Government Authorities.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Person) Rules 2014 the Company has appointedMaithili Nandedkar & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year 2017-2018.
In terms of provisions of Section 204(1) of the Companies Act 2013 Secretarial AuditReport is annexed to this Board Report.
DIRECTORS RESPONSIBILITY STATEMENT
As the Old Board has not handed over the books of accounts statutory records andminutes book the company is not in a position to confirm and ascertain the genuineness ofvarious balances and advances shown in the Annual Report for the year ended March 312013.
The Company Law Board Principal Bench New Delhi vide its order dated June 04 2015has directed the old board to handover books of accounts and other records to the newboard. However the old board is yet to hand over the same.
Pursuant to Section 134 of the Companies Act 2013 the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2018 and of theprofit and loss of the Company for the year ended March 31 2018;
(c) 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) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
REGISTERED OFFICE AND CORPORATE OFFICE
During the period under review there is no change in Registered Office Address andCorporate Office Address of the Company.
The Company primarily operates in the business segment of mining and trading.
SVC Resources Limited (SVC) is a BSE listed company. SVC is a professionally managedCompany with the Board Members having rich and varied experience in Exploration MiningProcessing Trading and other fields.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The present internal control systems are commensurate with its size.
Company encourages a culture that develops and empowers people promotes team buildingand nurtures new ideas. The Company's recruitment practice ensures that suitablecandidates with merit are recruited and provided with the right opportunities to growwithin the organization.
The Board of Directors wishes to convey their appreciation to all your Company'semployees for their performance and continued support. The Directors would also like tothank all the Shareholders Consultants Customers Vendors Bankers Service Providersand Government and Statutory Authorities for their continued support.
|Place: Mumbai || |
|Date: August 23 2018 || |
| ||For and on behalf of the Board |
| ||For SVC Resources Limited |