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 2019.
Despite of Company Law Board Order dated April 4 2014 for change in management of theCompany and Company Law Board Order dated June 4 2015 the Old management did not handoverall records of the Company to the new management.
Your Company financial performance during the year 2018-19 is summarized below:
| || ||(Rs. in Lakhs) |
|Financial Results ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Income ||27.53 ||18.20 |
|Less: Expenditure ||(31.63) ||(26.7) |
|Profit before Extraordinary Items and Tax ||(4.09) ||(8.56) |
|Add/Less : Extraordinary Items ||11.05 ||68.90 |
|Profit Before Tax ||6.96 ||60.34 |
|Less : Tax Expense ||0.00 ||12.16 |
|Profit after Tax ||6.96 ||48.18 |
|EPS (in Rs.) ||0.10 ||0.69 |
The Company's net profit after tax for the Financial Year ended March 31 2019 stood atRs. 6.96 lakhs as against net profit after tax of Rs. 48.18 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 Authorised Share Capital of the company is Rs. 150000000/- divided into15000000 equity shares of Rs. 10/- each and the Paid Up Share Capital of the company isRs. 69554000/- divided into 6955400 equity shares of Rs. 10/- each.
The Company has neither bought back its shares nor has issued any sweat equity or Bonusshares during the year under review. Hence there was no change in share capital of thecompany 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. During theyear the Company has not accepted any deposit from public nor during the previousfinancial year.
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.
On November 18 2016 Mr. Akhilesh Malvi was appointed as Managing Director of theCompany for a period of three years. His term is expiring on November 17 2019.The Boardrecommends his reappointment as Managing Director of the Companyfor a further period ofthree years from November 18 2019 to November 17 2022at the ensuing Annual GeneralMeeting.
During the FY 2018-19 Ms. Tulsa Silwal resigned as the Independent Director of theCompany w.e.f. February 22 2019.
After the end of FY 2018-19 Ms. Archana Vyas was appointed as Independent Director ofthe Company with effect from May 29 2019. The appointment is subject to regularisation atthe ensuing Annual General Meeting of the Company.
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 theCompany. The web link for the same is as under:http://svcresources.co.in/wp-content/uploads/2018/08/Extract-of-Annual-Report-MGT-9-WEBSITE-2018-19.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.
DETAILS OFCONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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 as AnnexureII.
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)
As the Company does not fall within the purview of Section 135(1) of the Companies Act2013 the provisions of Corporate Social Responsibility are not applicable to the Company.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013. Therelated party transactions as per IND AS 24 are given in the notes to the financialaccounts and forms part of the Annual Report. The web link for related party transactionpolicy 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 foridentifying internal andexternal risks and implementing risk mitigation steps.
STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicablesecretarial standards to the extent possible.
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
The Company's policy relating to director's appointment payment of remuneration anddischarge of their duties is annexed herewith as Annexure III.The web link of thepolicy is: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.
MEETING OF INDEPENDENT DIRECTORS
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 the maintenance of cost records under section148(1) of the Act for any of the products sold by the Company.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company andthe date of the report. Receivables and payables which are more than 4 years old and arenot supported by any documentary evidence 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. Archana Vyas and Mr. Ghanshyam Chudasama shallbe Members of the Committee. All employees (permanent contractual temporary trainees)are covered under this policy. a. number of complaints filed during the financial year -NIL b. number of complaints disposed of during the financial year - NIL c. number ofcomplaints pending as on end of the financial year - NIL
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 futureduring the financial year under review.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Ms. Srashti Jain is the Internal Auditor of the Company for the FY 2018-19. Further inthe Board meeting held on May 29 2019 the Internal Auditor was appointed for a furtherperiod of three years from FY 2019-20 to FY 2021-22
The Board had appointed M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal &Company) Chartered Accountants as Statutory Auditor of the Company for a period of threeyears from FY 2018-19 till FY 2020-21 as approved by the members in the Annual GeneralMeeting held on September 29 2018. The Board recommends continuation of M/s. DD &Company. as statutory auditors of the company till FY 2020-21.
STATUTORY AUDIT REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and therefore does not require any furtherexplanation. The Company has already submitted declaration pursuant to Regulation 33 (3)(d) of SEBI (LODR) Regulations 2015 to the Stock Exchange(s).
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 appointedM/s. Maithili Nandedkar & Associates Practicing Company Secretariesas SecretarialAuditor of the Company for a period of three years from FY 2018-19 till FY 2020-21.
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 2019 and of theprofit of the Company for the year ended March 31 2019;
(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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143
There are no frauds reported by the Statutory Auditors of the Company under Section143(12).
During the period under review there is no change in Registered Office Address.However the Company has closed its Corporate Office.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The present internal control systems are commensurate with its size.The Company hasadequate internal financial controls besides timely statutory audit and limited reviews ofperformance taking place periodically.
The Company encourages a culture that develops and empowers people promotes teambuilding and 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 14 2019 || |
| ||For and on behalf of the Board |
| ||For SVC Resources Limited |
| ||Chairperson |