S.V. Trading & Agencies Ltd Directors Report.

Dear Members,

SV TRADING AND AGENCIES LIMITED MUMBAI

The Directors are pleased to present the 39th Directors Report together with the Audited Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from operation 131.45 102.27
Profit/(Loss) before taxation 109.46 83.81
Less: Tax Expense 25.02 21.58
Profit/(Loss) after tax 84.44 62.23

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31, 2019, the revenue from operations of your Company stood at Rs. 1.31 crores as compared with Rs. 1.02 crores in the previous year. During the financial year ended on March 31, 2019, the Company earned a profit before tax of Rs. 1.09 crores as compared to Rs. 83.81 lacs 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. CORPORATE OVERVIEW

During the year the company is in the business of general trading. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2019.

5. SHARE CAPITAL

The paid-up equity share capital as at March 31, 2019 stood at Rs. 171,000,000 (Rupees Seventeen crores ten lacs only). There is no change in the share capital of the company during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2019, the Company has no Subsidiary or Associate or Joint Venture Company. There is no company 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, 2019.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditors Certificate thereon is annexed herewith.

8. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 is annexed herewith as "Annexure- 1"

9. 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. Koshalya Joshi, Director of the Company retires at the ensuing Annual General Meeting and being eligible, seeks reappointment.

• All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

• During the Financial year 2018-19 Ms. Mitali Shah was appointed as Company Secretary and Compliance officer of the Company w.e.f September 29, 2018 and resigned with effect from April 10, 2019.

• Ms. Ruby Jha has been appointed as Company Secretary and Compliance officer of the Company w.e.f July 10, 2019

10. BOARD MEETING

During the financial year ended on March 31, 2019, (Six) 6 Board Meetings and four (4) Audit Committee Meetings convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The details are given in the Corporate Governance Report. The intervening gap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

13. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www. svtrading.co.in)

14. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www. svtrading.co.in).

15. 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 details of transactions entered into with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain arms length transactions and annexed herewith as "annexure- 2."

16. 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.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year financial ended on March 31, 2019, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2019 and of the losses of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. STATUTORY AUDITOR AND AUDITORS REPORT

R Soni & Co. Chartered Accountants, Firm Registration No. (FRN No. 130349W), is the Statutory Auditor of the Company appointed at the AGM held in the year 2017 for a period of five years, till the conclusion of the AGM of the Company to be held in the year 2022.

There is no audit qualification, reservation or adverse remark for the financial year ended on March 31, 2019

19. COST AUDIT

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.

20. 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, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2 and forms an integral part of this report.

There is no audit qualification, reservation or adverse remark for the financial year under review.

21. INTERNAL AUDIT

As per Section 138 of the Companies Act, 2013, the Company has appointed M.H. Parihar & Co., Chartered Accountants., (FRN No. 130070W) as an internal auditor for the year 2019-20 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.

The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

23. RISK MANAGEMENT

Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner.

Management Discussion and Analysis Report contain more details on the risk management practiced by the Company

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.

24. 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.

25. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors Certificate on Corporate Governance is set out in this Annual Report. The Auditors Certificate for the year 2019 does not contain any qualification, reservation or adverse remark.

26. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

27. STATUTORY INFORMATION

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.

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 3 & 4 to this report.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

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.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report for the financial year ended March 31, 2019.

29. CAUTIONARY STATEMENT

Statements in this Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

30. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

31. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Companys shares are listed with BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.

32. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

For and on behalf of the Board of Directors of
SV TRADING AND AGENCIES LIMITED
Sd/- Sd/-
Gopal Lal Paliwal Manoharbhai P. Joshi
Managing Director Director
DIN: 06522898 DIN: 02208711
Place: Mumbai
Dated: August 13, 2019