Swasti Vinayaka Art & Heritage Corporation Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended on 31st March, 2020.

1. FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the stand alone financial statements of the Company.

(Rs. in Lacs)

Sr. No. Particulars Year ended 31.03.2020 Year ended 31.03.2019
1. Revenue from operations 945.55 907.07
2. Other Income 21.65 6.71
3. Total revenue 967.20 913.78
4. Total Expenditure
i) Cost of material consumed 4.65 9.82
ii) Purchase of stock 21.23 9.15
iii) Manufacturing and operating cost 67.64 106.92
iv) Changes in inventories (46.48) (73.98)
v) Employee benefit Expenses 224.92 217.69
vi) Financial cost 91.38 77.57
vii) Depreciation 29.93 28.64
viii) Other Expenditure 406.36 329.43
Total 799.63 705.24
5. Profit Before Tax (3-4) 167.57 208.54
6. Provision for taxation
i) Current Tax 47.77 57.93
ii) Deferred Tax (0.41) (1.12)
iii) Earlier years Tax - 1.63
7. Profit After Tax 120.21 150.10
8. Balance carried from previous year 292.58 192.19
9. Amount Available for Appropriation 412.79 342.29
10. Appropriations:
Dividend (80.00) -
Dividend Distribution Tax (16.44) (0.29)
Transferred to General Reserve - (50.00)
11. Balance carried to Balance Sheet 316.35 292.58

2. DIVIDEND:

In view of limited profits, no dividend was recommended by the board during the year under review.

3. OPERATIONS:

During the period under review the profit after tax (PAT) stood at 120.21 Lakhs, as compared to last financial year 2018-19 which was Rs. 150.09 Lakh but in the coming years your directors are confident about higher amount of profits.

4. RESERVES:

During the year under review the company has not transferred any amount to General Reserves

5. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state 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) The Directors had 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 and of the profit and loss of the Company for that period;

(c) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:

There were no Appointment/ resignations during the financial year 2019-20:

7. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure-I and forms an integral part of this report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure II.

9. PARTICULARS OF EMPLOYEES:

• The information required pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III to the Directors Report.

• Particulars of employees drawing remuneration in excess of limits prescribed under Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum (Rupees 1.02 Crore per annum) if employed throughout the financial year or rupees Eight Lakhs and Fifty Thousand per month (Rupees 8.5 Lakhs per month) if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

10. NUMBER OF MEETINGS OF BOARD:

Sr.No Particulars No. of meetings held
1. Board Meetings Seven
2. Audit Committee Meetings Four
3. Independent Directors Meeting One
4. Nomination and Remuneration Committee Meeting One

11. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Section 134 (3) (p) of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board cultures, execution and performance of specific duties, obligations and governance.

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 the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

13. REMUNERATION 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. The said policy is also uploaded on the website of the Company; i.e. www.svartcorp.in.

14. AUDITORS:

At the annual General meeting held on September 28, 2018, M/s S.P.Jain & Associates, Chartered Accountants, (FRN: 103969W), Mumbai, were appointed as statutory auditor of the company to hold office till conclusion of Annual General meeting to be held in year 2023.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the secretarial audit report.

16. VIGIL MECHANISM/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.svartcorp.in

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee is required under section 177 (8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

1. Mr. Rakeshkumar Garodia - Chairman
2. Mr. Rajesh Poddar - Member
3. Mr. Sanjiv Vishwanath Rungta - Member

18. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects 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.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

20. RISK MANAGEMENT:

The Company is periodically reviewing its risk management perception taking into account overall business environment affecting/ threatening the existence of the Company. Presently, board is of the opinion that such existence of risk is minimal.

21. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company had given the corporate guarantee in favour of Ashirwad Shelters Private Limited to HDFC Bank for Rs. 300 Lakhs and also the Company has invested the funds amounting to Rs.141.71 lacs during the year. The Company has also provided short term loan of Rs. 100.92 lacs to Swasti Vinayaka Investech Private Limited (as per notes to accounts).

23. MANAGEMENT DISCUSSION AND ANALYSIS:

I. INDUSTRY STRUCTURE AND DEVELOPMENTS

GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:

Indias Gems and Jewellery sector is one of the largest in the world. India is also one of the largest consumer of precious metal jewelleries and also preferred exporter of finished products across the world. Indian jewellery and gemstones are been sold domestically as well as in the overseas markets. But as the current COVID-19 situation has affected other industries it has affected Gems & Jewellery sector too. The consumption rate had went down temporarily and also supply chains were disrupted due to the lockdown restrictions imposed by the government. But now slowly the Indian economy is recovering and the government has issued some relaxations in lockdown restrictions and in upcoming period there will be normalcy in demand both in domestic market as well as in overseas markets.

As far as SVART is concerned the intiatives are been taken to analyse the market demand and current situation in Indian markets as well as in the overseas markets and accordingly steps are been taken towards this section. and we are confident that in coming years this section of our business will be performing well and feel that our loyal customers and new collectors will keep giving us continuos business.

REAL ESTATE

The Increasing urbanisation in India and also the demand for properties for business activities has resulted in increased demand for residential properties as well as the Commercial properties. The present government has also issued various policies in support of this sector. However the current COVID-19 situation has affected the demand. The Indian economy is slowly recovering from the COVID-19 impact and the demand is expected to be steady in upcoming period. We are been continuously analysing the market situation. We have an optimistic approach that this section of our business will be performing well in upcoming period.

II. OPPORTUNITIES AND THREATS

Opportunities:

Indian Market has huge opportunities for both Gems & Jewellery sector as well as Real Estate sector. The demand for Indian made Jewelleries is huge in the overseas market as well. The Indian traditions of making jewelleries is also a key aspect for the demand of jewelleries in India as well as among the Indian diaspora worlwide.

Threats:

There is tough competition in the market as there are increasing number of market players. And also the current situation has posed a certain level of uncertainty in the market demand. The changes in government policies may also have an impact on the business.

III. SEGMENT-WISE PERFORMANCE:

During the year under review, revenue from sale of products was Rs. 1,41,77,237 and Revenue from sale of services was Rs. 8,03,77,588

IV. OUTLOOK

There exists intense competition in the market for both the sections of our business. We are taking necessary intiatives to continuously analyse the current performance of our businesses and are taking steps as required to survive through the tough competition and to continue the growth of our businesses.

V. RISKS AND CONCERNS

There exists certain level of uncertainty in the market demand, and the current situation of COVID-19 is also one of the factor of concern. The company has taken intiatives to protect itself and its stakeholders from internal as well as external factors.

The COVID-19 pandemic has disrupted the business operations due to Lockdown and other emergency measure imposed by the Government. The Company will continue its operations in a phased manner in line with directives from the authorities.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. All efforts are being made to make the internal control systems more effective. All business transactions are properly recorded and are in compliance and conformity with the accounting principle and processes.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or disposed off during the year 2019-20.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:

Sr.No. Name of Member Position held in IC Committee
1. Riddhi N. Vaity Presiding Officer
2. Nagabhushan T. Hegde Member
3. Shantaram S. Shinde Member
4. Shikha A. Mishra External Member

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In the view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars 2019-20 2018-19
(Rs. In Lakhs) (Rs. In Lakhs)
1. Foreign Exchange Earned 34.25 19.14
2. Foreign Exchange Used 23.52 12.86

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Companys operations in future.

27. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended and confidence reposed in the management.

Registered Office: By Order of the Board
303, Tantia Jogani Industrial Estate, For Swasti Vinayaka Art And Heritage
J. R. Boricha Marg, Lower Parel, Corporation Limited
Mumbai - 400011.
Date: July 29, 2020 Dinesh Poddar
Place: Mumbai Chairman and Managing Director