#DRStart#
<dhhead>Board’s Report </dhhead>
The Members
S V Trading and Agencies Limited Mumbai
Your Directors have the immense pleasure to present the 43rd
(Forty-Third) Board’s Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
The Company’s financial performance for the year ended March 31,
2023 is summarized below:
(In thousands)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from operation |
- |
- |
Other Income |
10,752.77 |
9,891.20 |
Total Income (Revenue) |
10,752.77 |
9,891.20 |
Profit/(Loss) before taxation |
8,758.29 |
8,017.96 |
Less: Tax Expense |
2,216.47 |
2,086.67 |
Profit/(Loss) after tax |
6,541.82 |
5,931.30 |
2. OPERATIONS & STATE OF COMPANY’S AFFAIRS
During the financial year ended on March 31, 2023, there was gross
revenue of Rs. 10,752.77 thousand as compared to revenue of Rs. 9,891.20 thousand in the
previous year. The profit before tax stood at Rs. 8,758.29 thousand as against profit of
Rs. 8,017.96 thousand in the previous year. The net profit for the year 2023 stood at Rs.
6,541.82 thousand against profit of Rs. 5,931.30 thousand reported in the previous year.
At present your Company is doing its existing line business to the
optimum use of its resources and is taking the effort to improve its Earning per Share
(EPS) and management has no plan of venturing into any new business
3. CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year the Company is in the business of general trading and
investment. There is no change in nature of the business of the Company. The Company has
its registered office at Mumbai.
4. DIVIDEND AND RESERVES
After considering the financial results for the financial year 2022-23,
your Directors are of the opinion that it is prudent that no dividend be declared for the
year under review.
The Company does not propose to transfer any amount to reserves.
5. SHARE CAPITAL
The authorized share capital of the Company is Rs. 185,000,000 (Rupees
Eighteen crores fifty Lakhs only) comprising of 18,100,000 equity shares of face value of
Rs. 10/- each and 400,000 unclassified shares of face value of Rs. 10/- each.
The paid-up equity share capital as on March 31, 2023 stood at Rs.
171,000,000 (Rupees Seventeen Crore Ten Lac only).
There was no change in the share capital of the Company during the
financial year ended on March 31, 2023.
The Company has not issued any equity shares with or without
differential rights during the year under review and hence no information as per
provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 has been furnished.
6. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2023, the Company has no Subsidiary or Associates or
Joint Venture Company. There are no companies which have become or ceased to be the
Subsidiary or Associates or Joint Venture of the Company during the financial year ended
on March 31, 2023.
7. CONSOLIDATED FINANCIAL STATEMENT
The Company was not required to consolidate its financial statements in
terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made
there-under during the financial year.
8. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements as stipulated by the
Securities and Exchange Board of India (‘the SEBI’).
The report on Corporate Governance as prescribed in the SEBI Listing
Regulations forms an integral part of this Annual Report.
The requisite certificate from R. Soni & Company, Chartered
Accountants, confirming compliance with the conditions of Corporate Governance along with
a declaration signed by CEO of the Company stating that the Members of the Board of
Directors and Senior Management have affirmed the compliance with code of conduct of the
Board of Directors and Senior Management, is attached to the report on Corporate
Governance.
9. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return for the financial year ended on March 31, 2023 is available on the website
of the Company at www.svtrading.in under Investor Information tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
• In terms of the provision of section 152 of the Companies
Act, 2013 and of Articles of Association of the Company, Ms. Nisha Paliwal (DIN:
09675093), Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, seeks re- appointment.
• All Independent Directors have furnished the declarations to the
Company confirming that they meet the criteria of Independence as prescribed under Section
149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing
Regulations and the Board has taken on record the said declarations after undertaking due
assessment of the veracity of the same.
• The Company has also received Form DIR-8 from all the Directors
pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of
Directors) Rules, 2014.
• Brief profile of the Director seeking re-appointment has been
given as an annexure to the Notice of the ensuing AGM.
• During the year 2022-23, Ms. Shahnaz Bano has tendered her
resignation from the position of Company Secretary of the Company with effect from October
17, 2022 and Ms. Shaifali Nehriya was appointment as Company Secretary cum Compliance
Officer with effect from March 15, 2023.
11. MEETINGS
A calendar of Board Meetings, Annual General Meeting and Committee
Meetings is prepared and circulated in advance to the Directors of your Company. The Board
of Directors of your Company met 5 (five) times during the financial year 2022-23. The
details of these Meetings are provided in the Corporate Governance Section of the Annual
Report. The maximum time gap between any two consecutive Meetings did not exceed one
hundred and twenty days.
12. BOARD COMMITTEES
The Board had constituted/re-constituted various Committees in
compliance with the provisions of the Act and the SEBI Listing Regulations viz. Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.
All decisions pertaining to the constitution of Committees, appointment
of Members and fixing of terms of reference/role of the Committees are taken by the Board
The details of the role and composition of these Committees, including
the number of Meetings held during the financial year and attendance at these Meetings are
provided in the Corporate Governance Section of the Annual Report.
13. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an Annual Evaluation of its own performance,
performance of the Independent Directors and the working of its committees based on the
evaluation criteria specified by Nomination and Remuneration Committee for performance
evaluation process of the Board, its Committees and Directors.
The Board’s functioning was evaluated on various aspects,
including, inter-alia, the structure of the Board, Meetings of the Board, functions of the
Board, degree of fulfilment of key responsibilities, establishment, and delineation of
responsibilities to various Committees and effectiveness of Board processes, information
and functioning.
The Committees of the Board were assessed on the degree of fulfilment
of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.
The Directors were evaluated on aspects such as attendance, contribution at Board/
Committee Meetings and guidance/support to the management outside Board/Committee
Meetings.
As mentioned earlier, the performance assessment of Non-Independent
Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of
Independent Directors. The same was also discussed in the Board Meeting. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS,
KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has laid down well-defined
criteria, in the Nomination and Remuneration Policy, for selection of candidates for
appointment as Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy is available on the Company’s website and can be
accessed by weblink www.svtrading.in.
15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations,
the Company has put in place a familiarization program for Independent Directors to
familiarize them with their role, rights and responsibility as Directors, the operations
of the Company, business overview etc.
The details of the familiarization program are explained in the
Corporate Governance Report and the same is also available on the website of the Company
and can be accessed by weblink www.svtrading.in.
16. INDEPENDENT DIRECTORS’ MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, Independent Directors of the Company are required to hold at least
one meeting in a financial year without the attendance of Non-Independent Directors and
Members of Management.
During the year under review, Independent Directors met separately on
February 13, 2023, inter-alia, for
• Evaluation of performance of Non-Independent Directors and the
Board of Directors of the Company as a whole.
• Evaluation of performance of the Chairman of the Company, taking
into views of Executive and Non-Executive Directors; and
• Evaluation of the quality, content, and timelines of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
The Company has received declaration from the Independent Directors
that they meet the criteria of independence as prescribed under Section 149 of the Act and
Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the
opinion of the Board, they fulfil the condition for appointment/re-appointment as
Independent Directors on the Board and possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts)
Rules, 2014.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year ended on March 31, 2023, the Company has not
given any loan or guarantee or provided security, or made investment pursuant to the
provisions of section 186 of the Companies Act, 2013.
19. WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or
Ethics Policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no person has been denied access to the Audit
Committee.
The said Policy is available on the Company website and can be accessed
by weblink wwww.svtrading.in
20. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee has laid down the framework
for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in
the Nomination and Remuneration Policy recommended by it and approved by the Board of
Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management
Personnel of the Company and prescribes the role of the Nomination and Remuneration
Committee. The Policy lays down the criteria for identification, appointment and
retirement of Directors and Senior Management. The Policy broadly lays down the framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy also provides for the criteria for determining qualifications,
positive attributes and independence of Director and lays down the framework on Board
diversity.
The said Policy is available on the Company’s website and can be
accessed by weblink wwww.svtrading.in
21. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework
through standard operating procedures for the purpose of identification and monitoring of
transactions with the related parties.
The policy on related party transactions as approved by the Board of
Directors has been uploaded on the website of the Company. None of the Directors has any
pecuniary relationship or transactions vis- d-vis the Company.
The Company has not entered into any material related party
transactions, which needs given in Form AOC-2 in terms of the provision of section 188(1)
including certain arm’s length transactions.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year to which the Financial Statements relate and the date of this Report.
24. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, the Directors confirm that;
i. in the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently and such judgments and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the profit of the Company for the year ended on that date
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a "going concern" basis; v. proper
internal financial controls are laid down and such internal financial controls are
adequate and operating effectively; vi. proper systems to ensure compliance with the
provisions of all applicable laws have been devised and such systems were adequate and
operating effectively.
Your Auditors have opined that the Company has in, all material
respects, maintained adequate internal financial controls over financial reporting and
that they were operating effectively
25. STATUTORY AUDIT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and Companies (Audit and Auditors) Rules, 2014,R Soni & Co., Chartered Accountants
(Firm Registration No. (FRN No. 130349W) were appointed as the Statutory Auditors of the
Company on September 23, 2022 for a period of 5 years i.e., from the conclusion of the 42ndAGM
until the conclusion of the 47thAGM to be held in the year 2027. As required
under Section 139 of the Act, the Company has obtained certificate from them to the effect
that their continued appointment, would be in accordance with the conditions prescribed
under the Act and the Rules made thereunder, as may be applicable.
The Auditors’ Report is unmodified i.e., it does not contain any
qualification, reservation or adverse remark.
26. REPORTING OF FRAUD
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report under Section 143(12) of the Act and the Rules
made thereunder.
27. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during
the financial year under review.
28. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed R M Mimani & Associates LLP,
a firm of Company Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure-1 and forms
an integral part of this report.
The Secretarial Auditor’s observations are self-explanatory.
29. SECRETARIAL STANDARDS
The Company has complied with the applicable SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings)
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the
IEPF Rules’), during the year under review, no amount of Unclaimed dividend and
corresponding equity shares were due to be transferred to IEPF account.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to ensure that
the resources are used efficiently and effectively so that: assets are safeguarded and
protected against loss from unauthorized use or disposition. all significant transactions
are authorized, recorded and reported correctly. financial and other data are reliable for
preparing financial information. other data are appropriate for maintaining accountability
of assets.
The internal control is supplemented by an extensive internal audits
programme, review by management along with documented policies, guidelines and procedures.
As per Section 138 of the Companies Act, 2013, the Company has
appointed M.H. Parihar & Co., Chartered Accountants., as an internal auditor for the
year 2023-24 to conduct the internal audit and to ensure adequacy of the Internal
controls, adherence to Company’s policies and ensure statutory and other compliance
through periodical checks and internal audit
32. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The Company has adopted accounting policies, which are
in line with the Accounting Standards and the Act
33. RISK MANAGEMENT
During the financial year under review, the Company has identified and
evaluates elements of business risk. Consequently, a Business Risk Management framework is
in place. The risk management framework defines the risk management approach of the
Company and includes periodic review of such risks and also documentation, mitigating
controls and reporting mechanism of such risks. The framework has different risk models
which help in identifying risks trend, exposure and potential impact analysis at a Company
level as also separately for business.
34. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing a conducive work
environment devoid of discrimination and harassment including sexual harassment. The
Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The
objective of the Policy is to prohibit, prevent and address issues of sexual harassment at
the workplace. This Policy has striven to prescribe a code of conduct for the employees
and all employees have access to the Policy document and are required to strictly abide by
it. The Policy covers all employees, irrespective of their nature of employment and is
also applicable in respect of all allegations of sexual harassment made by an outsider
against an employee.
The Company has duly constituted an Internal Complaints Committee in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, no
case of Sexual Harassment was reported.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with
Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the
Company during the year under review.
36. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety, Health and
Environmental (SHE) performance related to its activities, products and services. Your
Company is taking continuous steps to develop Safer Process Technologies and Unit
Operations and has been investing heavily in areas such as Process Automation for
increased safety and reduction of human error element.
The Company is committed to continuously take further steps to provide
a safe and healthy environment.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable
to the Company during the financial year under review.
38. PUBLIC DEPOSITS
The Company has not accepted or renews any deposits, within the meaning
of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.
39. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under section 197 of the Companies Act, 2013
read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in
Annexure 2 and 3 to this report.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility Reporting as required under SEBI (LODR),
2015 and is not applicable to your Company for the financial year under review.
41. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year 22-23 as
stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure -4 of this Report.
42. DISCLOSURE OF AGREEMENTS
Disclosure as required under para-F of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company during the financial year.
43. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis,
Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report,
describing the Company’s objectives, projections, estimates and expectations may
constitute ‘forward looking statement’ within the meaning of applicable laws and
regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the Market conditions and circumstances.
44. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their
sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central
and State Governments, the Company’s valued Investors and all other Business
Partners, for their continued co-operation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to promote its
development.
For and on behalf of the Board of
Directors of |
|
S V Trading and Agencies Limited |
|
Sd/- |
Sd/- |
Gopal Lal Paliwal |
Manoharbhai P. Joshi |
Managing Director |
Director |
DIN: 06522898 |
DIN: 02208711 |
Registered Office: |
|
Shop No. F-227, 1st Floor,
Raghuleela Mega Mall Road |
|
Behind Poisar Depot, Kandivali (West),
Mumbai- 400067 |
|
Place: Mumbai |
|
Dated: August 10, 2023 |
|
+91-9892691696
