<dhhead>DIRECTORS REPORT</dhhead>
To,
The Members of
SVP GLOBAL TEXTILES LIMITED
Your Directors take pleasure in presenting the 41st Annual
Report of your Company, together with the Standalone and Consolidated Audited Financial
Statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Profit/(Loss) before interest, depreciation and taxation |
854.84 |
1744.59 |
4562.38 |
30410.55 |
Less: Interest |
1069.35 |
881.43 |
17775.69 |
14650.53 |
Depreciation/Amortization/ Impairment |
735.00 |
735.04 |
9852.18 |
8574.08 |
Provision for Taxation- current/earlier years |
128.40 |
(2.40) |
129.05 |
7.23 |
|
1932.74 |
1614.07 |
27756.92 |
23231.84 |
Add : provisions written back |
|
|
|
|
Net Profit /(Loss) after Tax |
(1077.90) |
130.52 |
(23194.54) |
7178.71 |
Add: Balance in Profit & Loss Account |
2114.68 |
2022.11 |
(12164.05) |
27024.29 |
Less: Transferred to Reserve Fund (IND AS Effect and others) |
|
|
(6198.92) |
(46329.10) |
Total |
1036.78 |
2152.63 |
(41557.51) |
(12126.10) |
Appropriations |
|
|
|
|
Interim Dividend |
|
37.95 |
|
37.95 |
Final Dividend |
|
- |
- |
- |
Dividend Tax |
|
- |
- |
- |
Balance carried forward |
1036.78 |
2114.68 |
(41557.51) |
(12164.05) |
Total |
1036.78 |
2114.68 |
(41557.51) |
(12164.05) |
2. FINANCIAL PERFORMANCE
Standalone Results:
For the period under review (FY 2022 -23), the turnover of the Company
was Rs.59.56 Crores as against Rs. 119.42 Crores in the previous Financial Year. The Net
loss after tax was Rs 9.60 Crore as against net profit Rs. 1.27 Crores in the previous
financial year
Consolidated Results:
For the period under review (FY 2022-23),the turnover of the company
was Rs. 952.99 Crores as against Rs. 1778.38 Crores in the previous Financial Year. The
Net loss after tax was Rs 233 Crore as against net profit Rs. 71.36 Crores in the previous
financial year
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 2022-23 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%20governance/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 31.03.2023 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, 2023 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, 2023, the Company has Six (5) Directors consisting of
Four (3) 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. Benitto Kumar Nadar - Chief Financial Officer Appointed
w.e.f 20.07.2023
Mrs. Urmi Chhapariya - - Company Secretary and Compliance
Officer : Appointed w.e.f 14.08.2023
Mr. O.P Gulia - Chief Executive Officer
Appointment/Resignations from the Board of Directors & Key
Managerial Personnel
During the year under review Ms. Reema Shah has appointed as
Independent Woman Director of the Company
During the year under review Mrs. Preeti Sharma has appointed as
Company Secretary and Compliance officer of the Company
During the year under review Mr. Niraj Lahoti has resigned from
Independent Directorship of the Company.
During the year under review Mr. Diwakara Rao Akkala has resigned from
CFO.
Woman Director
Your Company's Board is represented by One Woman Director Ms. Reema
Shah till July 01, 2023 and thereafter board appointed Mrs. Prima Denish Parmar w.e.f.
20.10.2023
Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and Articles of Association of the Company, Mr. Praveen Shelley (DIN: 01922237) retires by
rotation as Director of the Company in the ensuing Annual General Meeting and being
eligible, offers himself for reappointment. 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 Director's 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 Board's
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 28th
March, 2023, 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 Company's 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, Five 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
The Company has appointed M/s. ADV & Associates, (FRN: 128045W)
Chartered Accountant as a statutory auditor of the Company from F.Y. 2021 - 22 to 2026 -
27. M/s. ADV & Associates, (FRN: 128045W) Chartered Accountant have resigned w.e.f. 14th
November, 2023 as Statutory Auditors of the Company which has caused casual vacancy in the
office of statutory auditors of the company and to fill such casual vacancy, the Board of
Directors of the Company in their meeting held on November 14, 2023 appointed M/s Joshi
& Shah, Chartered Accountants, (FRN: 144627W), as the Auditors of the Company subject
to approval of shareholders upto the 41st Annual general Meeting of the
Company. Your board has recommended the appointment of M/s Joshi & Shah, Chartered
Accountants as statutory auditor for the F.Y. 2023-24. Further your board has recommended
to appoint M/s Joshi & Shah, Chartered Accountants, (FRN: 144627W) M/s as a statutory
auditor of the Company for Four (4) year from F.Y.2024-25 to F.Y. 2027-78.
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
01.04.2022 and ending on 31.03.2023 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, 2023. 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. BM Gattani & Co Chartered Accountants (FRN: 113536W) 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 auditor's 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, 2023; 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, 2023 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, 2023, 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 Board's 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 arm's 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 Company's 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, 2023.
31. INSURANCE
All insurable assets of the Company including inventories, warehouse
premises etc. are adequately insured.
32. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135(1) of Companies Act 2013 related to
Corporate Social Responsibility is not applicable on the company.
33. 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-VI of the Annual Report.
34. 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 VII
35. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT
As on 31st March 2023, 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.
36. HUMAN RESOURCES
The well-disciplined workforce which has served the Company for decades
in the Company's 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.
37. 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 today's 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.
38. NOMINATION & REMUNERATION POLICY
The Company's Remuneration Policy has been disclosed on the website of
the Company i.e. https://www.svpglobal.co.in/pdf/corporategovernance/no
mination-&-remuneration-policy.pdf.
39. 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)
40. WEBSITE OF THE COMPANY
The Company maintains a website www.svpglobal.co.in where detailed
information of the Company and its products are provided.
41. 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 Company's 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 inparticulars 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.
42. 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.
43. 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.
44. 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.
45. 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 2022-23 has already been paid to BSE and NSE
46. SECRETARIAL STANDARDS
The Company complies with all applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
47. 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 Board's Report.
48. 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.
49. 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.
50. 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 Company's
wellbeing.
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