svp global textiles ltd share price Directors report


To,

The Members of

SVP GLOBAL TEXTILES LIMITED

Your Directors take pleasure in presenting the 40th Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements 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 Turnover of Rs. 1,19,42,02,578. Pre-tax and post-tax profits are Rs. 1.27 Crores and Rs. 1.30 Crores respectively.

Consolidated Results:

The Gross Turnover of the Company for the Financial Year 2021-22 stood at Rs. 17,78,38,44,252. Pre-tax profit and post-tax profit stood at Rs. 71.36 Crores and Rs. 71.29 Crores respectively.

3. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standard (IND AS") from 1 April, 2017. The financial statement of the Company for the financial year 2021-22 have been prepared in accordance with Ind As, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices 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 the SEBI (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 to the Reserves.

7. INVESTMENTS

The Book value of the unquoted investments for the year under review is Rs. 96,85,59,780/-

8. SHARE CAPITAL Authorised Capital

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

Paid-up Capital

The paid up Equity Share Capital as on March 31, 2022 was Rs. 12.65 Crores. 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 Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

As on March 31, 2022, the Company has Six (6) Directors consisting of Four (4) Independent Directors, One (1) NonExecutive Director and One (1) Executive Director.

In terms of Section 2(51) and Section 203 of the Companies Act, the following 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 & Key Managerial Personnel

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

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

Woman Director

Your Companys Board is represented by One Woman Director Mrs. Bhagwati Donga.

Directors Retiring by Rotation

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

10. BOARD EVALUTION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was convened on 31st March, 2022, to discuss the following :

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

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

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

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

11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

Through the Familiarization programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations

of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Companys vision, core values, ethics and corporate governance practices.

Details of Familiarization programme of Independent Directors with the Company 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 and held. The details thereof are given in the Corporate Governance Report. The intervening gap 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 (Firms Registration No. 128045W) Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company for a period of five years at the 39th Annual General Meeting of the Company held on 30th September, 2021 upto the conclusion of the 44th Annual General Meeting.

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 made and maintained by the Company pertaining to products for the Financial Year commencing on 01.04.2021 and ending on 31.03.2022 at a Remuneration plus Service tax & reimbursement of out of pocket expenses as mutually agreed.

c) 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 for the year ended 31st March, 2022. The Secretarial Audit Report is annexed herewith as Annexure - I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.

d) Internal Auditors

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

14. 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 auditors reports do not contain any reservation, qualification and adverse remark for the financial year under review.

15. 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.

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

The Company has given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013 within the limit. The particulars of loan, 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 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, 2022; the applicable accounting standards have been followed along with 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, 2022 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, 2022, 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) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. 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. A separate report on Corporate Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the Company regularly submits the Quarterly Corporate 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 and Corporate Social Responsibility Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Boards Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee.

20. RELATED PARTY TRANSACTION

All the transactions with related parties are in the ordinary course of business and on arms 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 III. Suitable disclosure as required by the IND Accounting Standard (IND AS 24) has been made in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website www.svpglobal.co.in . None of the Directors has any pecuniary 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 the Company in any manner as stipulated under Companies Act, 2013 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. Necessary Declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

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

There were no significant and material orders passed by regulators or courts 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 the financial position of the Company which have occurred between the end of the financial year 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 and protect from loss, unauthorized use or disposition of its assets. All the transactions are authorized, 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.

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 subsidiary companies as per Companies Act, 2013 is provided in Annexure - IV

26. 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 stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) rules , 2014, are given in the Annexure V forming part of this reports.

27. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under 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 Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 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 to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

30. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended 31st March, 2022.

31. CREDIT FACILITIES

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

32. INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. For other details regarding the CSR Committee, please refer 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 of Directors. The CSR Policy may be accessed on the Companys website www.svpglobal.co.in

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

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

36. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT

As on 31st March 2022, the Company is not falling under top 1000 companies as per market capitalization, therefore the regulation relating to the Business Responsibility & Sustainability Report (BRSR) is not applicable to the company.

37. HUMAN RESOURCES

The well-disciplined workforce which has served the Company for decades in the Companys major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite 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.

38. 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 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 Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.

In todays 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, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.

39. NOMINATION & REMUNERATION POLICY

The Companys Remuneration Policy has been disclosed in the Report on Corporate 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 a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

41. WEBSITE OF THE COMPANY

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

42. 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 Companys website www.svpglobal.co.in. 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 the Senior Management personnel have confirmed 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 with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment

The following is a summary of sexual harassment complaints received and disposed 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 under review.

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 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.

45. CONSOLIDATED FINANCIAL STATEMENT

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

46. LISTING OF SHARES

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

47. SECRETARIAL STANDARDS

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

48. CREDIT RATING

The credit rating assigned by Brickwork was "BBB" rating for the 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. Statutory Auditors, Cost Auditors or Secretarial Auditors have reported, to the Audit Committee or the Board, under Section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

50. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor 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 THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not entered into any one-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 of MOA and AOA of the Company due to change in the name of the Company from SVP Global Ventures Limited to SVP Global Textiles Limited.

53. ACKNOWLEDGEMENTS :

Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Companys wellbeing.

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