SPV Global Trading Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the Thirty Fourth Boards Report of M/s. SPV Global Trading Limited (Formerly known as "Tarrif Cine & Finance Limited") both on Standalone and Consolidated basis together with the Audited Financial Statements for the Financial Year ended 31s t March, 2019.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figure is given hereunder: (Amount in lacs)

Particulars 2018-19 2017-18 2018-19 2017-18

Consolidated

Standalone

Revenue from Operations 44125.13 43,264.94 1088.39 1000.38
Other Income 513.16 697.51 2.28 4.27
Total Revenue 44,638.30 43962.45 1090.67 1004.65
Profit/(Loss) before Tax 1278.10 1134.07 (10.71) (21.06)
Add/ (Less): Current Tax 286.72 255 - -
Add/ (Less): Deferred Tax
180.05 145.64 0.48 -
Liability/ Assets
Add/ (Less): Taxation of earlier years 11.14 3.47 - -
Profit/(Loss) After Tax 786.90 705.96 (11.19) (21.07)
Add: Other Comprehensive Income (3.57) 0.05 (0.36) 0.06
Total Comprehensive Income for the Year 783.33 706.01 (11.55) (21.01)
Profit Attributable to Owner of The Company 385.34 346.16 - -
Profit Attributable to Non- Controlling Interests 401.56 359.81 - -

The Consolidated Statements provide the results of SPV Global Trading Limited (Formerly known as Tarrif Cine & Finance Limited) together with its subsidiary.

2. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS: i. Standalone Performance:

Your Company has earned total revenue of INR.1090.67 lakh in Financial Year 2018-19 as compared to INR.1004.62 lakh in Financial Year 2017-18.The Company incurred a Net loss of INR.10.71 lakh in the current Financial Year as compared to the Net loss of INR.21.06 lakh of the previous Financial Year.

ii. Consolidated Performance:

Your Company has earned total revenue of INR.44,638.30 lakh in Financial Year 2018-19 as compared to INR.43,962.45 lakh in Financial Year 2017-18.The Company Net Profit increased to INR.385.34 lakh in the current Financial Year as compared to the Net Profit of Rs.346.16 lakh of the previous Financial Year.

iii. Subsidiary Company: a) Rashtriya Metal Industries Limited

Unlike the previous Financial Year, 2018-19 turned out to be a good year for the capital market. The revenue from operations increased from INR. 43,259.17 lakh to INR.44,123.28 lakh during the Financial Year 2018-19.The Company earned a Net profit of INR. 811.39 lakh in the current Financial Year as compared to the Net Profit of INR.751.03 lakh of the previous Financial Year.

3. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A" and same is available on the website of the Company and its web link is www.spvglobal.in

5. STATE OF COMPANYS AFFAIRS:

During the year under review company has changed its object and pursuant to the change in the object the company is now involved in business of iron founders, mechanical engineers and manufacturers of agricultural implements and other machinery, tool-makers, brass -founders, metal-workers, boiler-makers mill -wrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply engineers, gas-takers, carriers and merchants and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machinery implements, rolling-stock and hardware of all kinds.

6. DIVIDEND:

Since the company has incurred loss during the current Financial Year the company do not recommend any divided for the Financial Year 2018-19.

7. SHARE CAPITAL:

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31s t March, 2019 none of the Directors of the Company holds instrument convertible into equity shares of the Company. The details of Share capital of the Company are as under:

Particulars

As at 31s t March 2019

As at 31s t

March 2018

Number of Shares

Amount (In Rs.)

Number of Shares

Amount (In Rs.)
Authorised Capital:-
Equity Shares of Rs. 10/- each Issued Subscribed and Paid-Up Equity Share 250,000

2,500,000

250,000

2,500,000
Capital Fully Paid-Up:-
Equity Shares of Rs. 10/- each 245,000

2,450,000

245,000

2,450,000

8. MEETINGS OF THE BOARD:

During Financial Year 2018-19 there were 8 (Eight) Board Meetings held by the Company on 20thApril 2018,11t h May 2018, 30t h May 2018,13t h August 2018, 14t h November 2018,11t h December 2018,06t h February 2019, 01s t March 2019.The intervening gap between the meetings was as prescribed under the Companies Act, 2013. Attendance of Directors at Board Meetings held during the Financial Year 2018-19:

Sr. Name of the Directors No. Attendance at held during 2018-19 Board Meetings Financial Year
1. Balkrishna Binani 8
2. Navratan Damani 8
3. Harish Vaman Shenvi 8
4. Sarladevi Damani 8
5. Yashwant Jain 8
6. Sanjay Mundra 8

9. MANAGEMENT DISCUSSIONS & ANALYSIS (MDAR):

Management Discussions and Analysis Report (MDAR) for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report as "Annexure B".

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that: a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments 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 31st March, 2019 and of the Loss of the company for the year ended on that date; c) That proper and sufficient care has been 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) That the annual financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION OF INDEPENDENCE

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedule and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations.

A separate meeting of Independent Directors, pursuant to Schedule IV of the Companies Act, 2013 was held during the year under review.

12. DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Navratan Damani (DIN:

00057401) and Mr. Harish Shenvi (DIN: 00332699), Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered themselves for re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 and Secretarial Standard issued by The Institute of Company Secretaries of India, the brief resume of the Director proposed to be appointed/re-appointed is given in the Notice convening the 34t h Annual General Meeting of the Company.

13. CORPORATE GOVERNANCE:

The Company has paid up share capital of Rs. 24,50,000/- being less than Rs. 10 Crore and the net worth of the Company at the end of the previous year 31st March, 2018 is Rs.1,11,63,929/- which is less than Rs. 25 Crores and therefore, the quarterly report on Corporate Governance pursuant to regulation 27 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company however the Company has been observing best governance practices and is committed to adhere to the corporate governance requirements on an ongoing basis.

14. AUDITORS & AUDITORS REPORT a) STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

As per the provisions of the Act, the period of office of M/s. K K Khadaria & Co., Chartered Accountants, Statutory Auditors of the Company, is liable to be retire by rotation at the conclusion of the ensuing Annual General Meeting. It is proposed to appoint M/s. S. S. Rathi & Co, Chartered Accountant (FRN 108726W), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years. M/s. S. S. Rathi & Co, Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) SECRETARIAL AUDITORS AND AUDIT REPORT:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary, Mumbai (Certificate of Practice No. 19900) has issued Secretarial Audit Report for the Financial Year 2018-19 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure C" and forms part of this Report. The Secretarial Audit Report for the year under review contains certain remarks, the managements reply for the same is as mentioned below:

Sr. AuditorsRemark/Observation Management Reply
No.
1.The Company is suspended from trading on BSE Limited w.e.f. 29th November, 2016. With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company has complied with all the earlier non- compliance and the Company is under the process of resolving the issue of suspension with BSE Limited. Directors wishes to further state the Company has also submitted the required documents according to the In-principal approval letter for revocation of suspension in trading of Equity Shares of the Company received by the Company vide letter dated 11t h March, 2019 from BSE Limited.
2. The Company have not maintained the requirement of the net owned funds of two hundred lakh rupees as required pursuant to provisions contained in Chapter III of the Master Direction Non-Banking Financial Companies issued by Reserve Bank of India Act, 1934 due to which the Company has ceased to be NBFC on cancellation of certificate of registration for carrying on the business of Non-Banking Financial Institution by the RBI vide its letter dated 29th August, 2018 w.e.f. 02nd August, 2018. With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that in order to increase the net owned funds to two hundred lakh rupees, the management needs to infuse the funds by way of preferential allotment on private placement basis. But as per the requirement of Regulation 28 of SEBI (LODR), 2015 the listed entity shall obtain in-principle approval before issuing securities & as the Company is suspended from BSE Limited it is not possible to obtain the same and due to lack of time and non-revocation of the Company from BSE Limited company was not able to Comply with the requirements of the RBI.

c) INTERNAL AUDITORS:

During the Financial Year the Company has appointed M/s. Kapadia Makwana & Associates, Chartered Accountants, as Internal Auditors of the Company as per the provisions of Section 138 of Companies Act, 2013. The Report of Internal Auditor was yearly reviewed by Audit Committee.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

UNDER SECTION 186:

The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has one subsidiary i.e. Rashtriya Metal Industries Limited. During the year, the Board of Directors (‘the Board) reviewed the affairs of

2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of our subsidiary in Form AOC-1 as "Annexure D" forms part of the financial statement attached to this report. The statement also provides the details of performance, financial positions of each of the subsidiary.

In accordance with Section 136 of the Act as amended by the Companies Amendment Act, 2017, the audited the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary are available on the website of www.spvglobal.in.

These documents will also be available for inspection during the business hours at the registered office of the Company. The Companys policy on material subsidiary as approved by the Board is uploaded on the Companys website i.e. www.spvglobal.in.

17. RELATED PARTY TRANSACTION:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on arms length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as "Annexure E". The details of the transaction with related parties are provided in the accompanying financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: www.spvglobal.in

18. AMOUNT TRANSFERRED TO RESERVES:

The Board of the Company does not propose to transfer any amount to the reserves for the Financial Year 2018-19.

19. MATERIAL CHANGES:

During the Financial Year 2018-19 the Company has ceased to be NBFC on cancellation of certificate of registration for carrying on the business of Non-Banking Financial Institution by the RBI vide its letter dated 29t h August, 2018 w.e.f 02n d August, 2018 pursuant to cancellation of certificate of Registration of the Company the Company has altered his object clause with the approval of members in the extra ordinary general meeting held on 20th March, 2019. The object has been altered from "NBFC related activity to Trading related of Non-ferrous Metal activity.

The Company has adopted Indian Accounting Standards (‘Ind AS") from 1s t April, 2018 and accordingly the financial statements for FY 2018-19 are in compliance with Ind AS.

Therefore, due to change in the object clause of the Company and in the line of the business which the company is carrying the company name was changed from "Tarrif Cine & Finance Limited" to "SPV Global Trading Limited" with effect from 26t h April,2019.

20. COMMITTEES OF THE BOARD:

Pursuant to the provision of Companies Act, 2013 and Listing Regulations the company has constituted the following committee of the board:

1. Audit Committee;

2. Nomination & Remuneration Committee; and

3. Stakeholders Relationship Committee.

4. Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Directors Report.

21. AUDIT COMMITTEE & ITS COMPOSITION:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 and on the recommendation of the audit committee the Board has adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

ii. Composition:

The Audit Committee consists of following members as on 31s t March, 2019.

No. Name of the Member Category Designation
1. Mr. Yashwant Rajmal Jain Independent Director Chairman
2. Mr. Sanjay Gopallal Mundra Independent Director Member
4. Mr. Balkrishna Binani Managing Director Member

iii. Meetings and Attendance:

During the Financial Year 2018-19, 4 (Four) Meetings were held on 30t h May, 2018, 13t h August, 2018, 14t h November, 2018, 06t h February, 2019.

Name of the Members Designation No. of Meetings attended
1 Mr. Yashwant Rajmal Jain Chairman 4
2 Mr. Sanjay Gopallal Mundra Member 4
3 Mr. Balkrishna Binani Member 4

22. NOMINATION AND REMUNERATION POLICY & ITS COMPOSITION:

Pursuant to Provisions of Section 178 of the Companies Act, 2013. The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

ii. Composition:

The Nomination and Remuneration Committee consists of following members as on 31s t March, 2019.

Name of the Member Category Designation
1. Mr. Yashwant Rajmal Jain Independent Director Chairman
2. Mr. Sanjay Gopallal Mundra Independent Director Member
4. Mr. Navratan Bhairuratan Damani Non- Executive Director Member

iii. Meetings and Attendance:

During the Financial Year 2018-19, 1 (One) Meeting was held on 11t h May, 2018.

Name of the Members Designation No. of Meetings attended
1 Mr. Yashwant Rajmal Jain Chairman 1
2 Mr. Sanjay Gopallal Mundra Member 1
3 Mr. Navratan Bhairuratan Damani Member 1

23. STAKEHOLDER RELATIONSHIP COMMITTEE & ITS COMPOSITION:

Pursuant to Provisions of Section 178 of the Companies Act, 2013, The Terms of Reference, Composition and Meetings and Attendance is as below: i. Terms of Reference/Policy: Apart from all the matters provided under Section 178 of the Companies Act, 2013, the Stakeholder Relationship Committee reviews the complaints received from the stakeholders of the Company as and when required and discusses their findings, suggestions, observations and other related matters.

ii. Composition:

The Stakeholder Relationship Committee consists of following members as on 31s t March, 2019.

Name of the Member Category Designation
1. Mr. Yashwant Rajmal Jain Independent Director Member
2. Mr. Sanjay Gopallal Mundra Independent Director Member
3. Mr. Balkrishna Binani Managing Director Member

iii. Meetings and Attendance:

During the Financial Year 2017-18, 4 (Four) Meetings were held on 30t h May, 2018, 13t h August, 2018, 14t h November, 2018, and 06t h February, 2019.

Sr. Name of the Members Designation No. of Meetings attended
1 Mr. Yashwant Rajmal Jain Chairman 4
2 Mr. Sanjay Gopallal Mundra Member 4
3 Mr. Balkrishna Binani Member 4

24. RISK MANAGEMENT COMMITTEES & ITS COMPOSITION (POLICY):

As per the provisions of the Companies Act, 2013 and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective of this policy is to ensure sustainable business growth with stability and promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. During the Financial Year 2018-19 no committee meeting were held. The Composition of Risk Management Committee is as below:

i. Composition:

The Risk Management Committees consists of following members as on 31st March, 2019.

Name of the Member Category Designation
1. Mr. Yashwant Rajmal Jain Director Member
2. Mr. Sanjay Gopallal Mundra Director Member
3. Mr. Balkrishna Binani Managing Member
Director

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS :

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met once during a year, without the attendance of Non- Independent Directors and Members of the Management.

28

The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed 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. The feedback of the Meeting was shared with the Chairman of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the Financial Year under review, the Company has not received any complaints from any of the employees of the Company.

29. PERFORMANCE EVALUATION:

Pursuant to the Section 178 of the Companies Act, 2013 and Regulation of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, 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 and independence of judgment thereby safeguarding the interest of the Company. 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 board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

30. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL

PERSONNEL AND PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure VI to this Boards report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In the terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered Office of the

Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. .

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

DURING THE YEAR:

During the year ended 31s t March, 2019, Ms. Nidhi Agarwal, Company Secretary and Compliance Officer of the Company who was appointed w.e.f 01s t June, 2017 has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f 20t h April, 2018 and the company has appointed Ms. Snehal Pawar as Company Secretary and Compliance Officer of the Company w.e.f 11t h May, 2018 Further Ms. Snehal Pawar has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 01s t March, 2019.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

In term of Revised Regulatory framework for NBFCs all NBFCs holding Certificate of Registration (CoR) Issued by RBI were required to achieve the net owned fund of two hundred lakhs of rupees before April, 01 2017. However the Company was unable to the meet the said requirements as companys listing was under suspension and therefore in exercise of the powers conferred under Sections 45-IA (6) of the Reserve Bank of India Act, 1934 the RBI has cancelled the Certificate of Registration No.13.00444 dated March 24, 1998 issued to the Company.

33. 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 commensurate with its size, scale and complexities of its operations. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

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.

All the transactions are properly 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.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. This Policy can be viewed on the Companys website. i.e. www.spvglobal.in.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:-

i. Conservation of Energy:

Steps taken or impact on conservation of energy The Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, where ever possible.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipments

ii. Technology Absorption:

Efforts made towards technology absorption Considering the nature of activities of the
Benefits derived like product improvement, cost reduction, product development or import substitution Company, there is no requirement with regard to technology absorption.
In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
Details of technology imported Nil
Year of import Not Applicable
Whether the technology has been fully absorbed Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable
Expenditure incurred on Research and Development Nil

iii. Foreign Exchange Earnings and Outgo:

Particulars FY 2018-19 FY 2017-18
Amount in Rs. Amount in Rs.
Actual Foreign Exchange earnings - -
Actual Foreign Exchange outgo - -

36. GREEN INITIATIVES

To support the ‘Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. With regard to the same, Members whose email IDs are registered with our Registrar and Share Transfer Agent, viz. Bigshare Services Pvt. Ltd, shall also receive a communication from our Registrar wherein Members shall be informed about the Service of Documents to them in electronic mode and in case, they wish to register a different email ID, they can update the same with their Depository Participant in case of shares held in demat mode and with the Registrar and Share Transfer Agent in case of shares held in physical mode.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED

SUSPENSE ACCOUNT:

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31s t March 2019. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable.

38. MD/ CFO Certification:

The MD/CFO have issued certificate pursuant to the provisions of Regulati on 17(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is annexed and forms part of the Annual Report.

39. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date 04th September, 2019

For and on behalf of the Board

Place Mumbai
Regd. 28/30, Anant Wadi Bhuleshwar (Balkrishna Binani ) (Harish Shenvi)
Office Mumbai -400 002 Managing Director Director
DIN: 00175080 DIN: 00332699