DIRECTORS' REPORT The Members of SVP GLOBAL VENTURES LIMITED 1.The Directors are pleased to present herewith the 33rd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2015. 2. FINANCIAL PERFORMANCE Your Company completed the Financial Year 2014 - 2015 with a performance of Gross Turnover for the year increased by 585.68% to Rs. 3722 lacs. Pre-tax profit Increased by 451.46% to Rs. 29.37 lacs, while Post-tax profit increased by 427.80% to Rs. 18.73 lacs. Earnings Per Share for the year stands at Rs. 0.46. 3. DIVIDEND The Board does not recommend any dividend for the financial year ended 31st March, 2015. 4. INVESTMENTS The Book value of the unquoted investments for the year under review was Rs. 2,902,600 (previous year Rs. 2,902,600). 5. SHARE CAPITAL Authorised Capital The Autorised Capital of the Company as on 31.03.2015 was Rs. 15.00 Crores. During the year under review, the Company has increase Authorised Capital from Rs. 5.00 Crores to Rs. 15.00 Crores. Your Company proposes to increase its Authorised Capital further to accommodate issue of Preference Sharers as part of the restructuring exercise for which necessary approval of members is being sought at the ensuing Annual General Meeting Paid-up Capital The paid up Equity Share Capital as on March 31, 2015 was Rs. 12.65 Cores. During the year under review, the Company has issued 500000 equity shares of Rs. 10 each at a premium of Rs. 230 per share (i.e. at a price of Rs. 240 per share to promoters and/or individuals and/or HUFS and/or domestic Companies etc. and 1,13,85,000 new fully paid equity shares of Rs. 10/- each as bonus shares in the ratio of 9 (Nine) new equity share of Rs. 10/- each for every 1 (One) existing fully paid equity share of Rs. 10/- each held (i.e. in a ratio of 9:1). 6. FIXED DEPOSIT The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review. 7. DEMATERIALIZATION Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization. 8. CHANGE IN NATURE OF BUSINESS There were no changes in the nature of Business during the year ended 31st March, 2015. 9. CREDIT FACILITIES The Company has not received any credit facilities from any Bank/financial Institutions during the last financial year i.e 2014-15. 10. INSURANCE All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured. 11. ECONOMIC SCENARIO AND OUTLOOK India is set to become the world's fastest growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent forecast. India is expected to grow at 6.3 percent in 2015, and 6.5 percent in 2016 by when it is likely to cross China's projected growth rate, the IMF said the latest of its World Economic Outlook. The government, engineering and economical rebounded with a slew of reforms has unveiled a new statistical method to calculate the national income with a broader framework that turned up a pleasant surprise ; GDP in the past year 2013-2014 grew 609 percent instead of the earlier 4.7 percent. The International Monetary Fund (IMF) and the World Bank in a joint Report have forecasted that India will register a growth of 6.4 percent in 2015, due to renewed confidence in the Market brought about by series of economic reforms pursued by the government. 12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report. 13. HUMAN RESOURCES The well-disciplined workforce which has served the Company for four decades like at very foundation of the Company's major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a prerequisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. 14. BUSINESS RISK MANAGEMENT Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the policy establishes a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, competitive, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. 15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business. 16. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and till the date of this Report. 17. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR The Company has no subsidiaries, joint ventures or associated Companies therefore disclosures in this regards are not provided in this report. 18. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)} The Independent Directors of the Company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2015 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. 19. RISK & MITIGATION The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreement, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve. 20. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Hence reporting under this section is not applicable. 21. TRANSFER OF AMOUTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did 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 Education and Protection Fund (IEPF) 22. AWARDS The Company has not received any Award / recognition during the financial year 2014 - 2015. 23. WEBSITE OF THE COMPANY The Company maintain a website www.scenarioindia.com where detailed information of the Company its products are provided. 24. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company's website www.scenarioindia.com The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and he Senior Management personnel have confirmed compliance with code. 25. DISCLOSURE OF VARIOUS POLICIES The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company. 26. REMUNERATION POLICY The Board has on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration policy is posted in the Website of the Company. 27. RISK MANAGEMENT POLICY: [Section 134(3)(N)] The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the response to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website. 28. VIGIL MEHANISM/WHISTLE BLOWER POLICY The Company believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a mechanism called "whistle blower policy" for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The objective of this policy is to build and strengthen a culture of transparency and trust in the organization and to provide employees - officers and workmen with a framework / procedure for responsible and secure reporting of improper activities (whistle blowing) and to protect employees wishing to raise a concern about improper activity / serious irregularities within the Company. The policy is posted on the website of Company. 29. SEXUAL HARASSMENT POLICY The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There was no case of sexual harassment reported during the year under review. 30. BOARD OF DIRECTORS Appointment of Directors Pursuant to the provision of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, at a Board meeting held on 31/03/2015 the board had appointed Mr. Praveen Shelley (DIN: 01922237), as an Additional Director and he shall hold office up to the date of this Annual general Meeting and being eligible to offer herself for re-appointment as Director. Appointment of Women- Independent Directors At a board meeting held on 31.03.2015 the Board had appointed Ms. Zeenat Mohammad Amin Sayana ( DIN : 07115313) as an Additional Director in the category of Woman- Independent Director under the Companies Act, 2013 for 5 consecutive years for term upto conclusion of 37th Annual general meeting. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing agreement. The requisite Resolution for the appointment of Ms. Zeenat Mohammad Amin Sayana ( DIN : 07115313) as an Independent Director is being posted in the notice of the ensuing Annual General Meeting for the approval of the Members. Mr. Chirag Pittie (DIN: 00117368) Director of the Company, retire by rotation and being eligible has offered himself for re-appointment. During the period under review, Directors, Mr. Dillip Kumar Sahoo and Mr. Sameer Kapoor resigned from the Board with effect from 31st March, 2015. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company. 31. BOARD EVALUTION Pursuant to the provisions of the Companies Act, 2013, the board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was give to each director wherein certain criteria were set up for which rating are to be given. 32. DETAILS OF KEY MANAGERIAL PERSONNEL: 1. Mr. Santosh Gupta - Chief Financial Officer w.e.f. March 31, 2015 2. Ms. Shubhangi Thool - Company Secretary w.e.f. February 23, 2015 33. NUMBER OF BOARD MEETING HELD The Board of Directors duly met 9 times during the financial year from 1st April, 2014 to 31st, March, 2015. The dates on which the meeting were held are as follows : 28/05/2014, 31/05/2014, 31/07/2014, 05/09/2014, 31/10/2014, 20/01/2015, 31/01/2015, 11/03/2015 and 31/03/2015. 34. COMMITTEES Audit Committee The policy is posted on the website of Company. 35. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in 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 ended March 31, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any. b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2015 and of the profit of the Company for that year. c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 31, 2015, on a going concern basis. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively ; and f) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 36. RELATED PARTY TRANSACTION All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure I. Your attention is drawn to the Related Party disclosures set out in Note no. 3.5 of the Standalone Financial Statements. 37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. 38. AUDIT OBSERVATIONS The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification and adverse remark for the financial year under review. 39. AUDITORS Statutory Auditors M/s. Sanjay N. Shah & Co. (Firm Registration No. 124897W) Chartered Accountants, Mumbai who are to retire at the conclusion of the forthcoming Annual General Meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate of the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013 has been obtained by the Company from them. 40. 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 has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - II 41. INTERNAL AUDITORS Mr. Praveen Sharma (ACA No. 422058) Chartered Accountant performs the duties of internal auditor of the Company and their report is reviewed by the audit committee time to time. 42. CORPORATE SOCIAL RESPONSIBILITY The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to Company having net worth exceed Rs. 500 crore or more or turnover not exceeding Rs. 1000 crore or net profit not exceeding Rs. 5 crore or more during any financial year, as on the last day of the previous financial year. In this connection, we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2014 neither the net worth exceeds Rs. 500 crore or turnover exceeds Rs. 1000 crore or net profit exceeding Rs. 5 crore. Hence the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable. 43. CORPORATE GOVERNANCE Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value. As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report. Further, the company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website. 44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year. 45. EXTRACT OF ANNUAL RETURN The details forming part of the Annual Return in form MGT9 is annexed herewith as Annexure -III 46. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of Company is as follows : The Companies has one Executive Director and due to financial constraints being faced by the Company he has forgone remuneration. Further no sitting fee has been paid to any director during the year. The Particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 are a) Employed throughout the year Nil b) Employed for part of the year Nil The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the Company. In terms of section 136 of the Companies Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financial Officer in advance. 47. 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 its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date. 48. CAUTIONARY STATEMENT The statement contained in the Board's Report at Management Discussion and Analysis contain certain statement relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulation. Various factors such as economic conditions, changes in government regulations tax, regime, other statues, market forces and other associated and individual factors however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements. 49. ACKNOWLEDGEMENTS: Your Directors would like to record their appreciation for the services rendered by the members of the staff at all levels. They would also like to express their gratefulness to the Companies Bankers, Shareholders and their Customers for their cooperation and also for the confidence reposed in the Company. For and on behalf of the Board of Directors For SVP Global Ventures Limited Sd/- CHIRAG PITTIE (Managing Director ) DIN : 00117368 Sd/- PRAVEEN SHELLEY (Director ) DIN : 01922237 Date : August 26, 2015 Place : Mumbai. Registered Office 97, Maker Tower 'F', Cuffe Parade, Mumbai - 400 005. |