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SVP Global Textiles Ltd.

BSE: 505590 Sector: Industrials
NSE: SVPGLOB ISIN Code: INE308E01029
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OPEN 12.99
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VOLUME 146464
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OPEN 12.99
CLOSE 13.23
VOLUME 146464
52-Week high 60.70
52-Week low 12.57
P/E
Mkt Cap.(Rs cr) 159
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SVP Global Textiles Ltd. (SVPGLOB) - Director Report

Company director report

To

The Members of

SVP GLOBAL TEXTILES LIMITED

Your Directors take pleasure in presenting the 40th AnnualReport of your Company together with the Standalone and Consolidated Audited FinancialStatements for the year ended March 31 2022.

1. FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Profit/(Loss) before interest depreciation and taxation 1744.59 1660.35 30410.55 23444.75
Less: Interest 881.43 809.84 14650.53 12514.33
Depreciation/Amortization/ Impairment 735.04 742.05 8574.08 8401.99
Provision for Taxation- current/ earlier years (2.40) 7.23 17.64
1614.07 1551.89 23231.84 20933.96
Add : provisions written back
Net Profit /(Loss) after Tax 130.52 108.46 7178.71 2510.79
Add: Balance in Profit & Loss Account 2022.11 2006.90 27024.29 21281.25
Less: Transferred to Reserve Fund (IND AS Effect and others) (46329.10) 3325.50
Total 2152.63 2115.36 (12126.10) 27117.54
Appropriations
Interim Dividend 37.95 93.25 37.95 93.25
Final Dividend - - - -
Dividend Tax - - - -
Balance carried forward 2114.68 2022.11 (12164.05) 27024.29
Total 2114.68 2022.11 (12164.05) 27024.29

2. FINANCIAL PERFORMANCE Standalone Results:

Your Company completed the Financial Year 2021-22 with a Gross Turnoverof Rs. 1194202578. Pre-tax and post-tax profits are Rs. 1.27 Crores and Rs. 1.30Crores respectively.

Consolidated Results:

The Gross Turnover of the Company for the Financial Year 2021-22 stoodat Rs. 17783844252. Pre-tax profit and post-tax profit stood at Rs. 71.36 Crores andRs. 71.29 Crores respectively.

3. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs the Company hasadopted Indian Accounting Standard ('IND AS") from 1 April 2017. The financialstatement of the Company for the financial year 2021-22 have been prepared in accordancewith Ind As prescribed under Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 and the other recognized accountingpractices and policies to the extent applicable.

4. DIVIDEND

During the year the Board of Directors does not declare any Dividend .

5. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy in terms of Regulation 43A of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("LODR") is available on the website of the Company viz:

https://www.svpglobal.co.in/REPORTS/corporate%20gover

nance/Dividend-Distribution-Policy.pdf

6. TRANSFER TO RESERVES

During the financial year there was no amount proposed to transfer tothe Reserves.

7. INVESTMENTS

The Book value of the unquoted investments for the year under review isRs. 968559780/-

8. SHARE CAPITAL Authorised Capital

The Authorised Capital of the Company as on 31.03.2022 was Rs. 21.25Crores. During the year under review the Company has not increased its AuthorisedCapital.

Paid-up Capital

The paid up Equity Share Capital as on March 31 2022 was Rs. 12.65Crores. During the year under review the Company has not increased its paid up capital.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of Independence as prescribed under theAct and the Listing Regulations. In the opinion of the Board the Independent Directorspossess the requisite expertise and experience and are persons of high integrity andrepute. They fulfil the conditions specified in the Act and the Rules made thereunder andare independent of the management.

As on March 31 2022 the Company has Six (6) Directors consisting ofFour (4) Independent Directors One (1) NonExecutive Director and One (1) ExecutiveDirector.

In terms of Section 2(51) and Section 203 of the Companies Act thefollowing are the Key Managerial Personnel (KMP) of the Company:

• Mr. Diwakara Rao Akkala - Chief Financial Officer

• Ms. Navita Sharma - Company Secretary and Compliance Officer

• Mr. O.P Gulia - Chief Executive Officer

Appointment/Resignations from the Board of Directors & KeyManagerial Personnel

No changes have taken place in composition of Board of Directors of theCompany during the year under review.

During the year under review Mr. O.P. Gulia Appointed as a ChiefExecutive Officer of the Company with effect from 06.09.2021.

Woman Director

Your Company's Board is represented by One Woman Director Mrs. BhagwatiDonga.

Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013and Articles of Association of the Company Mr. Chirag Pittie (DIN: 00117368) retires byrotation as Director of the Company in the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommends his appointment.

10. BOARD EVALUTION

Pursuant to the provisions of the Companies Act 2013 and SEBIRegulations the Board has carried out an annual performance evaluation of its ownperformance of all Director's individually as well as the evaluation of the working ofits Audit Nomination & Remuneration and other Committees of the Board. At the meetingof the Board all the relevant factors that are material for evaluating the performance ofindividual Directors the Board and its various Committees were discussed in detail. Astructured questionnaire each for evaluation of the Board its various Committees andindividual Directors was prepared and recommended to the Board by the Nomination &Remuneration Committee for doing the required evaluation after taking into considerationthe input received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committeesexecution and performance of specific duties obligations and governance etc. A separateexercise was carried out to evaluate the performance of individual Directors includingthe Chairman of the Board who were evaluated on parameters such as level of engagementand contribution independence of judgement safeguarding the interest of the Company andits minority Shareholders etc. The performance evaluation of the independent Directorswas carried out by the entire Board. The performance evaluation of the Chairman andnon-independent Directors was also carried out by the Independent Directors at theirseparate meeting. The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was convened on 31st March2022 to discuss the following :

(i) Review the performance of Non-Independent Directors and the Boardas a whole;

(ii) Review the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors;

(iii) Assess the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

All Independent Directors were present at the Meeting and discussed theabove and expressed their satisfaction.

11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out aFamiliarization programme for the Independent Directors with a view to familiarize themwith their role rights and responsibilities in the Company nature of industry in whichthe Company operates business model of the Company etc.

Through the Familiarization programme the Company apprises theIndependent Directors about the business model corporate strategy business plans andoperations

of the Company. Directors are also informed about the financialperformance annual budgets internal control system statutory compliances etc. They arealso familiarized with Company's vision core values ethics and corporate governancepractices.

Details of Familiarization programme of Independent Directors with theCompany are available on the website of the Company www.svpglobal.co.in

12. NUMBER OF BOARD MEETINGS HELD

During the year under review Six Board Meetings were convened andheld. The details thereof are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

13. AUDITORS

a) Statutory Auditors

M/s. ADV & Associates Chartered Accountants Mumbai (Firm'sRegistration No. 128045W) Chartered Accountants Mumbai were appointed as the StatutoryAuditors of the Company for a period of five years at the 39th Annual General Meeting ofthe Company held on 30th September 2021 upto the conclusion of the 44th Annual GeneralMeeting.

b) Cost Auditors

M/s. M. Goyal & Co. Cost Accountants (Registration No. 000051)were appointed as the Cost Auditors of the Company to conduct audit of cost records madeand maintained by the Company pertaining to products for the Financial Year commencing on01.04.2021 and ending on 31.03.2022 at a Remuneration plus Service tax & reimbursementof out of pocket expenses as mutually agreed.

c) Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Shravan A. Gupta and Associates (CP No. : 9990 ACS: 27484)Practicing Company Secretary to undertake the secretarial audit of the Company for theyear ended 31st March 2022. The Secretarial Audit Report is annexed herewithas Annexure - I. The Secretarial Audit Report does not contain any adverse qualificationreservation or remark.

d) Internal Auditors

M/s. Vipul Meena Gharpure Chartered Accountants (FRN: 119714W) performsthe duties of Internal Auditor of the Company and their report is reviewed by the auditcommittee from time to time.

14. AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with theNotes to Accounts are self-explanatory and therefore in the opinion of the Directors donot call for any further explanation. The auditor's reports do not contain anyreservation qualification and adverse remark for the financial year under review.

15. FIXED DEPOSIT

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

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

The Company has given any loan or guarantees covered under theprovisions of section 186 of the Companies Act 2013 within the limit. The particulars ofloan guarantees or Investments have been disclosed in the Standalone Financial Statement.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanation obtained by them your Directors make the following statementin terms of Section 134(3) (c) read section 134(5) of the Companies Act 2013:

a) That in the preparation of the Annual Accounts for the year endedMarch 31 2022; the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

b) That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year ended March 31 2022 and of the profit of the Company for that year.

c) That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) That the Directors have prepared the Annual Accounts for the yearended March 31 2022 on a going concern basis.

e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial control are adequate and areoperating effectively ; and

f) That there is a proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

18. CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governancerequirements during the period under review. Your Company lays strong emphasis on

transparency disclosure and independent supervision to increasevarious stakeholders' value. A separate report on Corporate Governance is enclosed as apart of this Annual Report in Annexure- II. A certificate from the Auditors of the Companyregarding compliance with the Corporate Governance norms stipulated is annexed to theReport on Corporate Governance. Further the Company regularly submits the QuarterlyCorporate Governance Compliance Report to the BSE and NSE.

19. COMMITTEES

The Company has constituted Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Risk Management Committee andCorporate Social Responsibility Committee. The details of the committees have been givenin the Corporate Governance Report which is integral part of the Board's Report. All therecommendation of the Audit Committee was accepted by the Board. No employee was deniedaccess to the Audit Committee.

20. RELATED PARTY TRANSACTION

All the transactions with related parties are in the ordinary course ofbusiness and on arm's length basis. The details of the transactions entered into betweenthe Company and the related parties are given in AOC-2 to this report as Annexure III.Suitable disclosure as required by the IND Accounting Standard (IND AS 24) has been madein the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board hasbeen uploaded on the Company's website www.svpglobal.co.in . None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company.

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

The Independent Directors of the Company are not associated with theCompany in any manner as stipulated under Companies Act 2013 and at the same time possessrelevant expertise and experience that are additive to the Board of the Company fordelivering higher growth and higher value. Necessary Declarations have been obtained fromall the Independent Directors under sub-section (6) of Section 149 of the Companies Act2013.

22. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS

There were no significant and material orders passed by regulators orcourts or tribunals impacting the going concern status and Company operations in future.

23. MATERIAL CHANGES OR COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areauthorized recorded and reported to the Management. The Company is following all theapplicable accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedure commensuratewith its size and nature of its business.

25. SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has 7 direct and indirect subsidiaries.

A report on the performance and financial position of subsidiarycompanies as per Companies Act 2013 is provided in Annexure - IV

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO.

The Information on Conservation of Energy Technology Absorption andForeign Exchange earnings and Outgo stipulated under section 134(3)(m) of the Companiesact 2013 read with rule 8 of the Companies (Accounts) rules 2014 are given in theAnnexure V forming part of this reports.

27. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits describedunder Section 134 of the Companies Act 2013 read with Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014.

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules2014 are placed on the website of the Company and can be accessed at svpglobal.co.in

29. DEMATERIALIZATION

Your Company has connectivity with National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders totrade and hold shares in an electronic/dematerialized form. The shareholders are advisedto take benefits of dematerialization.

30. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended31st March 2022.

31. CREDIT FACILITIES

The Company is enjoying Credit Facilities of CC limit of Rs.25.00crores CECL limit of Rs.2.50 crores GECL limit of Rs.4.97 crores and GECL Extn limit ofRs.2.49 crores from Indian Bank TL of Rs.55.00 crores and FITL Limit of Rs.7.00 croresfrom RIICO Pledge limit of Rs.10.00 crores from IndusInd Bank as on 31.03.2022. IndusIndBank limit closed on 25.05.2022.

32. INSURANCE

All insurable assets of the Company including inventories warehousepremises etc. are adequately insured.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section135 of the Companies Act 2013. For other details regarding the CSR Committee pleaserefer to the Annexure VI of Corporate Governance Report which is a part of this report.The said Committee has developed a Policy on CSR which has been approved by the Board ofDirectors. The CSR Policy may be accessed on the Company's website www.svpglobal.co.in

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the SEBI (LODR) 2015 theManagement Discussion and Analysis Report titled as Management Report for the year underreview is presented as Annexure-VII of the Annual Report.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Shravan A. Gupta & Associates Practicing Company Secretaries hasissued a certificate as required under the Listing Regulations confirming that none ofthe Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as Director of companies by the SEBI / Ministry of CorporateAffairs or any such statutory authority. The certificate is enclosed with this section asAnnexure VIII

36. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT

As on 31st March 2022 the Company is not falling under top1000 companies as per market capitalization therefore the regulation relating to theBusiness Responsibility & Sustainability Report (BRSR) is not applicable to thecompany.

37. HUMAN RESOURCES

The well-disciplined workforce which has served the Company for decadesin the Company's major achievement and shall well continue for the years to come.Maintenance of a cordial and supportive environment is a pre-requisite for the smoothfunctioning of any organization. This requires the management and the employees to fullyunderstand and respect each other. On an ongoing basis the management identifies andimplements necessary measures to maintain a positive climate and improve performancelevels. The management has always carried

out systematic appraisal of performance and imparted training atperiodic intervals. The Company has always recognized talent and has judiciously followedthe principle of rewarding performance.

38. BUSINESS RISK MANAGEMENT

Although the Company has long been followed the principle of riskminimization as is the norm in every Industry it has now become a compulsion. Thereforethe Board of Members were informed about the risk assessment and minimization proceduresafter which the Board formally adopted step for framing implementing and monitoring therisk management plan for the Company.

The main objective is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving riskassociated with the business. In order to achieve with the key objectives the Companyadopts a structured and disciplined approach to Risk management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies formitigating inherent risk in accomplishing the growth plans of the Company are imperative.The Common risk inter-alia are Regulations Competitive Business risk Technologyobsolescence Investments Retention of talent and Expansion of facilities.

Business risk inter-alia further includes financial risk politicalrisk and legal risk. These risks are assessed and steps as appropriate are taken tomitigate the same.

39. NOMINATION & REMUNERATION POLICY

The Company's Remuneration Policy has been disclosed in the Report onCorporate Governance which forms part of the Annual Report.

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to be transferredto Investor Education and Protection Fund (IEPF)

41. WEBSITE OF THE COMPANY

The Company maintains a website www.svpglobal.co.in where detailedinformation of the Company and its products are provided.

42. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the Company. The Code has been placed on the Company's websitewww.svpglobal.co.in. The Code lays down the standard procedure business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particulars on matter relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel haveconfirmed compliance with code.

43. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has also complied with the provisionsrelated to constitution of Internal Complaints Committee (ICC) under the said Act toredress complaints received regarding sexual harassment

The following is a summary of sexual harassment complaints received anddisposed off during 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 underreview.

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

In compliance with Accounting Standard AS-28 relating to"Impairment of Assets" the Company has reviewed the carrying amount of itsfixed assets as at the end of the year based on the strategic plans and such valuation ofthe fixed assets of the Company on impairment of assets is envisaged at the balance sheetdate.

45. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company are prepared inaccordance with the provisions of section 129 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. This will also be available for inspection by theshareholders at the registered office during the business hours. The audited consolidatedfinancial statement is provided in the Annual Report.

46. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay StockExchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing feefor the year 2021-22 has already been paid to BSE and NSE

47. SECRETARIAL STANDARDS

The Company complies with all applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.

48. CREDIT RATING

The credit rating assigned by Brickwork was "BBB" rating forthe Long term and "A3" for Short term which indicates "stable"outlook.

49. REPORTING OF FRAUDS BY AUDITORS

During the year under review none of the Auditors i.e. StatutoryAuditors Cost Auditors or Secretarial Auditors have reported to the Audit Committee orthe Board under Section 143 (12) of the Act any instance of fraud committed against theCompany by its officers or employees the details of which would need to be mentioned inthe Board's Report.

50. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE2016

During the financial year under review no application was made orproceedings initiated against the Company under the Insolvency and Bankruptcy Code 2016nor any such proceedings was pending at the end of the financial year under review.

51. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review the Company has not entered into anyone-time settlement and therefore the disclosure in this regard is not applicable.

52. MOA & AOA :

During the year under review the Company has amended name clause ofMOA and AOA of the Company due to change in the name of the Company from SVP GlobalVentures Limited to SVP Global Textiles Limited.

53. ACKNOWLEDGEMENTS :

Your Directors thank the various Government Departments Organizationsand Agencies for the continued help and cooperation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company'swellbeing.

For and on behalf of the Board of Directors
For SVP Global Textiles Limited
Sd/- Sd/-
CHIRAG PITTIE PRAVEEN SHELLEY
(Director) (Director)
DIN 00117368 01922237
Date: 30.05.2022
Place: Mumbai
Registered Office
97 Maker Tower F Cuffe Parade Mumbai - 400 005

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