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SVP Global Ventures Ltd.

BSE: 505590 Sector: Others
NSE: N.A. ISIN Code: INE308E01011
BSE 16:01 | 05 Aug 386.00 19.20
(5.23%)
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375.00

HIGH

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NSE 05:30 | 01 Jan SVP Global Ventures Ltd
OPEN 375.00
PREVIOUS CLOSE 366.80
VOLUME 9349
52-Week high 422.00
52-Week low 247.65
P/E 12866.67
Mkt Cap.(Rs cr) 488
Buy Price 386.00
Buy Qty 2120.00
Sell Price 389.00
Sell Qty 100.00
OPEN 375.00
CLOSE 366.80
VOLUME 9349
52-Week high 422.00
52-Week low 247.65
P/E 12866.67
Mkt Cap.(Rs cr) 488
Buy Price 386.00
Buy Qty 2120.00
Sell Price 389.00
Sell Qty 100.00

SVP Global Ventures Ltd. (SVPGLOBAL) - Director Report

Company director report

The Members of

SVP GLOBAL VENTURES LIMITED

Your Directors take pleasure in presenting the 37th Annual Report of your Companytogether with the Standalone and Consolidated Audited Financial Statements for the yearended March 31 2019.

1. FINANCIAL RESULTS

Rs (In Lacs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Profit/(Loss) before interest depreciation and taxation 2764.23 2837.60 24870.20 27331.68
Less: Interest 1095.32 922.61 13683.63 13088.48
Depreciation/Amortization/ Impairment 730.49 899.22 6085.21 7439.92
Provision for Taxation- current/ earlier years 43.45 0.30 445.23 64.14
1869.26 1822.13 20214.07 20592.54
Add : provisions written back -
Net Profit /(Loss) after Tax 894.34 1015.47 4656.12 6739.14
Add: Balance in Profit & Loss Account 1107.75 92.28 11794.62 5219.22
Less: Transferred to Reserve Fund (IND AS Effect and others) -0.17 163.74
Balance Carried Forward 2002.09 1107.75 16450.57 11794.62
Appropriations
Interim Dividend - - - -
Final Dividend - - - -
Dividend Tax - - - -
Balance carried forward 2002.09 1107.75 16450.57 11794.62
Total 2002.09 1107.75 16450.57 11794.62

2. FINANCIAL PERFORMANCE Standalone Results:

Your Company completed the Financial Year 2018 - 19 with a Gross Turnover of Rs.1201996051. Pre-tax and post-tax profits are Rs. 9.38 Crores and Rs. 8.95 Croresrespectively.

Consolidated Results:

The Gross Turnover of the Company for the Financial Year 2018-19 stood at Rs.14339745546. Pre-tax profit and posttax profit stood at Rs. 50.68 Crores and Rs. 46.56Crores respectively.

3. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standard ('IND AS") from 1 April 2017. The financial statement of theCompany for the financial year 2018-19 have been prepared in accordance with Ind Asprescribed under Section 133 of the Companies Act 2013 read with the Companies (IndianAccounting Standards) Rules 2015 and the other recognized accounting practices andpolicies to the extent applicable.

4. DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2019.

5. INVESTMENTS

The Book value of the unquoted investments for the year under review is Rs.1030793400.

6. SHARE CAPITAL

Authorised Capital

The Authorised Capital of the Company as on 31.03.2019 was Rs. 19.00 Crores. During theyear under review the Company has not increased its Authorised Capital.

Paid-up Capital

The paid up Equity Share Capital as on March 31 2019 was Rs. 18.65 Cores. During theyear under review the Company has not increased its paid up capital.

7. BOARD OF DIRECTORS

Appointment of Independent Director

At a board meeting held on 23rd August 2019 the Board had appointed Mrs. BhagavatiKalpesh Donga (DIN: 08537080) as an Additional Director in the category of IndependentWomen Director under the Companies Act 2013 for five consecutive years i.e. from 23rdAugust 2019 to 22nd August 2024.

All Independent Director have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI (LODR)2015.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. PraveenShelley (DIN: 01922237) retires by rotation as Director of the Company in the ensuingAnnual General Meeting and being eligible offers himself for reappointment. The Boardrecommends his appointment.

During the period under review Ms. Bhumika Ramesh Ruparelia (DIN: 07785779)(Independent Director) resigned from the Board and the said resignation of Director wasapproved by the Board in their meeting held on 14/08/2018. The Board places on record herappreciation and gratitude for her guidance and contribution during her association withthe Company.

8. BOARD EVALUTION

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out an annual performance evaluation of its own performance of all Director'sindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority Shareholders etc. Theperformance evaluation of the independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and non-independent Directors was also carriedout by the Independent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.

9. NUMBER OF BOARD MEETING HELD

During the year under review Seven Board Meetings were convened and held. The detailsthereof are given in the Corporate Governance Report annexed herewith as Annexure- II. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

10. DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

• Mr. Chirag Pittie - Whole Time Director

• Mr. Prafulla Gattani - Additional Director

• Mr. Diwakara Rao Akkala - Chief Financial Officer

• Ms. Prachi Saxena - Company Secretary and Compliance Officer

11. AUDITORS

Statutory Auditors

At the Annual General Meeting held on 30.09.2016 M/s. Motilal & AssociatesChartered Accountant bearing Firm Registration No. 106584W were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held for the financial year 2020-21 subject to ratification of the appointment atevery Annual General Meeting. Accordingly the appointment of M/s. Motilal &Associates Chartered Accountants as statutory auditors of the Company will be placedfor ratification by the shareholders in the ensuing AGM. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

Further there was no fraud in the Company which was required to be reported by thestatutory auditors of the Company under sub-section (12) of Section 143 of Companies Act2013.

Cost Auditor

M/s. M. Goyal & Co. Cost Accountants (Registration No. 000051) were appointed asthe Cost Auditors of the Company to conduct audit of cost records made and maintained bythe Company pertaining to products for the Financial Year commencing on 01.04.2018 andending on 31.03.2019 at a Remuneration plus Service tax & re-imbursement of out ofpocket expenses as mutually agreed.

12. AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with the Notes toAccounts are self-explanatory and therefore in the opinion of the Directors do not callfor any further explanation. The auditor's reports do not contain any reservationqualification and adverse remark for the financial year under review.

13. SECRETARIAL AUDITORS

Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Shravan A. Gupta and Associates (CP No. : 9990 ACS: 27484) Practicing CompanySecretary to undertake the secretarial audit of the Company for the year ended 31st March2019. The Secretarial Audit Report is annexed herewith as Annexure - I. The SecretarialAudit Report does not contain any adverse qualification reservation or remark.

14. INTERNAL AUDITORS

M/s. KSPM & Associates Chartered Accountants (FRN: 104723W) performs the duties ofInternal Auditor of the Company and their report is reviewed by the audit committee fromtime to time.

15. FIXED DEPOSIT

The Company has neither invited nor accepted any deposits from the public during theperiod under review. Accordingly there are no unclaimed or unpaid deposits lying with theCompany for the period under review.

16. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Hence reporting under this section is notapplicable. The particulars of Investments have been disclosed in the Standalone FinancialStatement.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statement in terms ofSection 134(3) (c) read section 134(5) of the Companies Act 2013:

a) That in the preparation of the Annual Accounts for the year ended March 31 2019;the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended March 31 2019 and of the profit of the Company for that year.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the year ended March 312019 on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial control are adequate and are operatingeffectively ; and

f) That there is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

18. CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirementsduring the period under review. Your Company lays strong emphasis on transparencydisclosure and independent supervision to increase various stakeholders' value. A separatereport on Corporate Governance is enclosed as a part of this Annual Report in Annexure-II. A certificate from the Auditors of the Company regarding compliance with the CorporateGovernance norms stipulated is annexed to the Report on Corporate Governance. Furtherthe Company regularly submits the Quarterly Corporate Governance Compliance Report to theBSE.

19. COMMITTEES

Audit Committee

Audit Committee comprises of three members and two members including Chairman areIndependent Directors.

All transactions with related parties are on an arm's length basis. During the yearthere are no instances where the Board had not accepted the recommendations of the AuditCommittee. The Company has in place a whistle blower policy for Directors and Employeesto report genuine concerns about any wrongful conduct with respect to the Company or itsbusiness or affairs. This policy covers malpractices misuse or abuse of authority fraudviolation of the Company's policies or Rules manipulations negligence causing danger topublic health and safety misappropriation of monies and other matters or activity onaccount of which the interest of the Company is affected or is likely to be affected andformally reported by whistle blowers. The Policy provides that all Protected Disclosurescan be addressed to the Managing Director of the Company or to the Chairman of the AuditCommittee in exceptional cases. All protected

disclosures under this policy will be recorded and thoroughly investigated. If aninvestigation leads the Competent Officer / Chairman of the Audit Committee to concludethat an improper or unethical act has been committed the Competent Officer / Chairman ofthe Audit Committee shall recommend to the management of the Company to take suchdisciplinary or corrective action as he may deem fit. The details of the whistle blowerpolicy are also available on the Company's website www.svpglobal.co.in.

Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of three members of which twoincluding the Chairman of the Committee are Independent Directors.

The Company's Remuneration Policy is attached as 'Annexure-Iir and forms a part of thisReport.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of three members. Two members amongthem are Independent Directors including the Chairman. All the grievances of stakeholdersare resolved by the Stakeholder Committee of the Board.

Share Allotment Committee

The Share Allotment Committee comprises of two members. One of them is Non- executiveDirector and another one is Executive Director.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of three members. One of themis Non- executive Director one of them is Independent Director and another one isExecutive Director.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section 135 of theCompanies Act 2013. For other details regarding the CSR Committee please refer to theCorporate Governance Report which is a part of this report. The said Committee hasdeveloped a Policy on CSR which has been approved by the Board of Directors. The CSRPolicy may be accessed on the Company's website at the link

21. RELATED PARTY TRANSACTION

All the transactions with related parties are in the ordinary course of business and onarm's length basis. The details of the transactions entered into between the Company andthe related parties are given in AOC-2 to this report as Annexure IV. Suitable disclosureas required by the IND Accounting Standard (IND AS 24) has been made in the notes to theFinancial Statements.

The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website. None of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company.

22. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in anymanner as stipulated under Companies Act 2013 and at the same time possess relevantexpertise and experience that are additive to the Board of the Company for deliveringhigher growth and higher value. Necessary Declarations have been obtained from all theIndependent Directors under sub-section (6) of Section 149 of the Companies Act 2013.

23. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significance and material orders passed by regulators or courts ortribunals impacting the going concern status and Company operations in future. There wereno material changes and commitments affecting the financial position of the Companyoccurring between March 31 2019 and till the date of this Report.

24. 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. All the transactions are authorizedrecorded and reported to the Management. The Company is following all the applicableaccounting Standards for properly maintaining the books of accounts and reportingfinancial statements. The Internal Auditor of the Company checks and verifies the internalcontrol and monitors them in accordance with policy adopted by the Company. The Companycontinues to ensure proper and adequate systems and procedure commensurate with its sizeand nature of its business.

25. SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has 10 direct and indirect subsidiaries.

A report on the performance and financial position of subsidiary companies as perCompanies Act 2013 is provided in Annexure - V

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

The Information on Conservation of Energy Technology Absorption and Foreign Exchangeearnings and Outgo stipulated under section 134(3)(m) of the Companies act 2013 read withrule 8 of the Companies(Accounts) rules 2014 are given in the Annexure VI forming partof this reports.

27. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under Section 134 ofthe Companies Act 2013 read with Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.

28. EXTRACT OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT- 9 is annexed herewith asAnnexure - IX

29. DEMATERIALIZATION

Your Company has connectivity with National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade andhold shares in an electronic/dematerialized form. The shareholders are advised to takebenefits of dematerialization.

30. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended 31st March 2019.

31. CREDIT FACILITIES

The Company is enjoying credit facilities of Rs. 25.00 Crs. From Indian Bank Rs. 55.00Crs. From RIICO and Rs. 25.00 Crs. From Hero Fincorp Limited.

32. INSURANCE

All insurable assets of the Company including inventories warehouse premises etc. areadequately insured.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the SEBI (LODR) 2015 the Management Discussionand Analysis Report titled as Management Report is presented in a separate section of theAnnual Report.

34. HUMAN RESOURCES

The well-disciplined workforce which has served the Company for decades in theCompany's major achievement and shall well continue for the years to come. Maintenance ofa cordial and supportive environment is a pre-requisite for the smooth functioning of anyorganization. This requires the management and the employees to fully understand andrespect each other. On an ongoing basis the management identifies and implements necessarymeasures to maintain a positive climate and improve performance levels. The management hasalways carried out systematic appraisal of performance and imparted training at periodicintervals. The Company has always recognized talent and has judiciously followed theprinciple of rewarding performance.

35. BUSINESS RISK MANAGEMENT

Although the Company has long been followed the principle of risk minimization as isthe norm in every Industry it has now become a compulsion. Therefore the Board ofMembers were informed about the risk assessment and minimization procedures after whichthe Board formally adopted step for framing implementing and monitoring the riskmanagement plan for the Company.

The main objective is to ensure sustainable business growth with stability and topromote a proactive approach in reporting evaluating and resolving risk associated withthe business. In order to achieve with the key objectives the Company adopts a structuredand disciplined approach to Risk management in order to guide decisions on risk relatedissues.

In today's challenging and competitive environment strategies for mitigating inherentrisk in accomplishing the growth plans of the Company are imperative. The Common riskinter-alia are Regulations Competitive Business risk Technology obsolescenceInvestments Retention of talent and Expansion of facilities.

Business risk inter-alia further includes financial risk political risk and legalrisk. These risks are assessed and steps as appropriate are taken to mitigate the same.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did 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)

37. WEBSITE OF THE COMPANY

The Company maintains a website www.svpglobal.co.in where detailed information of theCompany and its products are provided.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.svpglobal.co.in. TheCode lays down the standard procedure business conduct which is expected to be followed bythe Directors and the designated employees in their business dealings and in particularson matter relating to integrity in the work place in business practices and in dealingwith stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith code.

39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received. - NIL

• No. of complaints disposed off - Not Applicable.

There was no case of sexual harassment reported during the year under review.

40. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment ofAssets" the Company has reviewed the carrying amount of its fixed assets as at theend of the year based on the strategic plans and such valuation of the fixed assets of theCompany on impairment of assets is envisaged at the balance sheet date.

41. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company are prepared in accordance withthe provisions of section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014. This will also be available for inspection by the shareholders atthe registered office during the business hours. The audited consolidated financialstatement is provided in the Annual Report.

42. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE).The listing fee for the year 2018-19 has already been paid to the Stock Exchange

43. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively have been duly followed by the Company.

44. CREDIT RATING

The credit rating assigned by Brickwork was "BBB-" rating for the Long termand "A3" for Short term which indicates "stable" outlook.

45. ACKNOWLEDGEMENTS:

Your Directors thank the various Government Departments Organizations and Agencies forthe continued help and cooperation extended by them. The Directors also gratefullyacknowledge all stakeholders of the Company viz. customers members dealers vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company'swellbeing.

For and on behalf of the Board of Directors For SVP Global Ventures Limited

Sd/- Sd/-
CHIRAG PITTIE PRAVEEN SHELLEY
(Whole Time Director) (Director)
DIN: 00117368 DIN:01922237

Date: May 30 2019 Place: Mumbai.

Registered Office

97 Maker Tower 'F' Cuffe Parade Mumbai - 400 005