Your Directors have pleasure in presenting the Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2017.
The summarized financial results of your Company are given in the table below:
|Particulars ||F.Y 2016-17 ||F.Y 2015-16 |
|1. Revenue From Operation ||175000.00 ||14005701.00 |
|2. Other Income ||500945.00 ||3559276.00 |
|3. Profit/loss before tax ||511961.00 ||498559.00 |
|4. Profit after tax ||303993.00 ||360790.00 |
Keeping in view the performance we are unable to recommend dividend for the year underreview.
The Turnover of the company has been reduced but net profit ratio has been increased .The Company earned its income mainly from the real estate activity. The Company continuesto reducing cost of borrowings finding new markets etc. We extended our geographicalreach to the end users.
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 52 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Accordinglythere are no unclaimed or unpaid deposits lying with the Company for the year underreview.
Details of significant and Material Orders passed by the Regulators Courts andTribunal
No significant and material order has been passed by the Regulators Courts andTribunals impacting the going concern status and Company's operations in future.
Change in the nature of business if any
The Company has been entered into Real Estate activity and altered its main objectduring the financial year. The company has purchased a group housing project at wave cityNH-24 Ghaziabad having FSI area of 20.50 lakh sq ft. The same is shown as inventory in itsfinancial statement.
Changes in Share Capital if any
The Authorized share Capital of the Company has been increased from Rs. 105000000(Rupees Ten Crores Fifty Lacs Only) to Rs. 250000000 (Rupees Twenty Five Crores Only.)divided into 15000000 equity shares of Rs 10 each and 1 crore 9% cumulative redeemablepreference shares of Rs 10 each. Besides this the company has issued 1 crore 9%cumulative preference shares of Rs 10 each redeemable after a period of five years as apart payment for the consideration for purchase of a housing project to M/s SVP Builders(I) Limited a company under the promoter group.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report other than those disclosed in thefinancial statements.
Directors Responsibility Statement
Pursuant to the Section 134 (1) (c) of the Companies Act 2013 the Directors to thebest of their knowledge hereby state and confirm that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures.
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at end the of the financial year and ofthe profits of the Company for the period.
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
e) The internal financial controls to be followed by the Company were laid down andsuch internal financial controls were adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Explanations or Comments by the Board on every Qualification Reservation or AdverseRemark
No adverse remark given by Auditor.
The Company has paid Annual listing fees for the financial year 2016-17 and 2017-18 tothe BSE Limited and custodian fees to NSDL and CDSL.
Your Company upholds the standards of governance and is compliant with the CorporateGovernance provisions as stipulated in Clause 52 of the Listing Agreement in both letterand spirit during the period under review. Your Company lays strong emphasis ontransparency disclosure and independent supervision to increase various stakeholders'value.
The Company has complied with the Corporate Governance as stipulated under Clause 52 ofthe SME Listing Agreement with Stock Exchange.
A separate section on Corporate Governance along with certificate from StatutoryAuditors confirming compliance with the requirements of Clause 52 of the SME ListingAgreement with the BSE Limited (BSE) are annexed as Annexure "F"and forming part of the Annual Report.
Particulars of Contracts and Arrangements with Related Parties
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of all contracts /arrangements / transactions entered into by the Company with related parties during thefinancial year are in the ordinary course of business and on arm's length basis. Duringthe year the Company had entered into contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company onrelated party transactions and materiality of related party transactions.
Your Directors draw attention of the members to Note 23 to the Financial Statementwhich sets out related party disclosures. The particulars of contracts and arrangementsentered into by the company with related parties referred to in Section 188 in Form AOC-2is attached herewith as Annexure-B.
Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements
The Company has a robust and comprehensive Internal Financial Control Systemcommensurate with the size scale and complexity of its operations. The objective of theseprocedures is to ensure efficient use and protection of the Company's resources accuracyin financial reporting and procedures. The system encompasses the major processes toensure reliability of financial reporting compliance with the policies procedures lawsand regulations safeguarding assets and economical and efficient use of resources. Thepolicies and procedures adopted by the company ensure the orderly and efficient conduct ofits business and adherence to the company's policies prevention and detection of fraudsand errors accuracy and completeness of the records and timely preparation of reliablefinancial information.
The scope and authority of the Internal Audit function is defined in the Internal AuditManual. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee of the Board and to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Vijay Kumar And Mrs. Chameli Devi is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.
The details of directors being recommended for appointment / re-appointment as requiredin clause 52 of the SME Listing Agreement are contained in the Notice convening theensuing Annual General Meeting of the Company.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment ofDirectors are also included in the Notice.
Declaration by Independent Director(s)
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.
Pursuant to the provisions of the Companies Act 2013 and Clause 52 of ListingAgreement the Board has carried out an annual evaluation of its own performance theDirectors individually as well as the evaluation of the working of various Committees. TheIndependent Directors also carried out the evaluation of the Chairman and theNonIndependent Directors the details of which covered in the Corporate Governance Report.
Criteria for Evaluation of Directors
For the purpose of proper evaluation the Directors of the Company have been divided in3 (three) categories i.e. Independent Non-Independent and Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/ commitment/ diligence integrity/ ethics/ value and openness/receptivity.
Number of Meetings of the Board of Directors
During the Financial year 2016-17 the Board of Directors of the Company met 8 times on
|S.No. ||Date of Board meetings ||Day of Board Meeting |
|1 ||12.04.2016 ||Tuesday |
|2 ||30.05.2016 ||Monday |
|3 ||13.06.2016 ||Monday |
|4 ||28.07.2016 ||Thursday |
|5 ||17.08.2016 ||Wednesday |
|6 ||30.08.2016 ||Tuesday |
|7 ||02.12.2016 ||Friday |
|8 ||09.02.2017 ||Thursday |
During the Financial year 2016-17 meeting of the Audit Committee held on 30thMay 2016 30th August 2016 02nd December 2016 and 09thFebruary 2017. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under Companies Act2013.
The Audit Committee comprises three Directors of which two are Non-Executive andIndependent Directors. The Chairman of the Committee is a Non-Executive IndependentDirector.
Composition of the Audit Committee as on 31st March 2017 is as under:
|Name of the Director ||Category |
|Mr. Manish Kumar Singhal ||Non-Executive and Independent (Chairman) |
|Mr. Ram Krishan Singal ||Non-Executive and Independent |
|Mr. Vijay Kumar ||Managing Director |
Remuneration and Compensation Committee
In adherence of Section 178(1) of the Companies Act 2013 Composition of the Committeeas on 31st March 2017 is as under:
|Name of the Director ||Category |
|Mr. Ram krishan Singal ||Non-Executive and Independent (Chairman) |
|Mr. Manoj Gupta ||Non-Executive Director |
|Mr. Manish Kumar Singhal ||Non-Executive and Independent |
Details of establishment of Vigil Mechanism for Directors and Employees
In Compliance with the provision of Section 177(9) of the Companies Act 2013 andClause 52 of the listing Agreement the Company has framed a vigil mechanism/WhistleBlower Policy to deal with the ethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern
Auditors and Auditor's Report
A. Statutory Auditors: M/s VAPS & Co. Chartered Accountants Auditors of theCompany retire at the conclusion of the forthcoming Annual General Meeting and the boardis proposing to appoint M/s Subhash C Jain and Co Chartered Accountants in place of M/sVaps and Co. The certificate to the effect that if appointed would be within theprescribed limit under Section 141 of the Companies Act 2013 has been obtained from them.
The observations of Statutory Auditors in their reports on financials areself-explanatory and therefore do not call for any further comments under Section 134 ofthe Companies Act 2013.
B. Secretarial Auditors: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board had appointed M/s Liza Sahni and Co Company Secretaries to conductSecretarial Audit for Financial Year 2016-17. The Secretarial Audit Report for theFinancial Year ended on 31st March 2017 is annexed herewith marked as Annexure"C" to this Report. The Secretarial Audit Report is self-explanatory andtherefore do not call for any further comments.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
The company has not given Loans/guarantee or provides security in connection with aloan to any other body corporate under Section 186 of the Companies Act 2013 during theFinancial Year 2016-17.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form no. MGT-9 asrequired under Section 92 of the Companies Act 2013 is annexed hereto as Annexure-"A"and forms part of the Director's Report.
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3) (m) of Companies Act 2013read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 is annexed hereto as Annexure"E" forming part of this Report.
Particulars of Employees and related disclosures
Details pursuant to Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014form part of this Annual Report and annexed herewith as Annexure "D".
Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. No complaint has been receivedfor sexual harassment of women at work place by the Company during the financial year 2016
Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 125 (2) (c) of the Companies Act 2013 theCompany is not required to transfer any amount during the financial year 2016-17 to theInvestor Education and Protection Fund.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors bankers rating agencies stock exchangesdepositories auditors legal advisors consultants business associates state governmentlocal bodies and all the employees with whose help co operation and hard work the Companyis able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the customers of theCompany and all its shareholders.
| ||By the Order of the Board |
| ||SVP Housing Limited |
|Place: New Delhi ||Vijay Kumar |
|Date: 24.8.2017 ||Managing Director |
| ||DIN:00369802 |