Your Directors have pleasure in presenting their 29th Annual Report on the business andoperations of the Company and Audited Statement of Accounts for the year ended 31st March2015.
1. FINANCIAL HIGHLIGHTS:
The Boards Report is prepared based on the stand alone financial statements ofthe Company. (Rs. in Lacs)
|No. ||Particulars ||2014-15 ||2013-14 |
|1. ||Net Sales/ Income ||1194.47 ||778.99 |
|2. ||Total Expenditure || || |
| ||i) Cost of material consumed ||84.80 ||5.01 |
| ||ii) Purchase of stock ||64.19 ||71.62 |
| ||iii) Manufacturing and operating cost ||34.64 ||29.29 |
| ||iv) Changes in inventories ||205.34 ||(5.74) |
| ||v) Employee benefit Expenses ||115.22 ||89.30 |
| ||vi) Financial cost ||136.37 ||148.62 |
| ||vii) Depreciation ||62.45 ||41.18 |
| ||viii) Other Expenditure ||256.51 ||253.97 |
| ||Total ||959.52 ||633.25 |
|3. ||Profit Before Tax ||234.95 ||145.74 |
|4. ||Provision for Taxation || || |
| ||i) Current Tax ||(89.43) ||(50.55) |
| ||ii) Deferred Tax ||10.30 ||2.22 |
| ||iii) Earlier years Tax ||- ||- |
|5. ||Profit After Tax ||155.82 ||97.41 |
|6. ||Balance carried from previous year ||6.12 ||10.16 |
|7. ||Amount available for Appropriation ||161.94 ||107.57 |
|8. ||Appropriations: || || |
| ||Proposed Dividend ||(80.00) ||(80.00) |
| ||Dividend Distribution Tax ||(16.37) ||(13.59) |
| ||Transferred to General Reserve ||(2.15) ||(7.85) |
|9. ||Balance carried to Balance Sheet ||63.42 ||6.13 |
We are pleased to announce that the Board of Directors has recommended dividend of Re.0.20 per equity share of Re. 1/- each (i.e. 20 % of face value) aggregating Rs. 8000000(excluding dividend distribution tax as applicable) for the year ended on 31st March2015.
The Board of Directors have decided to transfer Rs. 215000 to General reserve.
4. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder 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- Iand forms an integral part of this report.
During the period under review the profit after tax (PAT) stood at 155.82 Lacs(Previous Year Rs. 97.41 Lacs) there was an increase of 59.96 % as compared to lastfinancial year.
6. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors state that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany
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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:
The following Independent Directors were appointed during the financial year2014-2015:
1. Mr. Rakesh Garodia (DIN: 00143438)
2. Mr. Sanjiv Rungta (DIN: 00381643)
3. Mr. Nirmal Jain (DIN: 00894735)
4. Mr. Piyush Shah (DIN: 02333557)
Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of theCompany in terms of provisions of Section 149(1) of the Companies Act 2013 read withClause 49 of the Listing Agreement.
However there were no Resignations from the Board of Directors during the financialyear.
8. PARTICULARS OF EMPLOYEES:
The information required pursuant to Rule 5 (1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III to theDirectors Report.
Particulars of employees drawing remuneration in excess of limits prescribedunder Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
There are no employees drawing remuneration exceeding Rupees. 60 Lacs per annum ifemployed throughout the financial year or Rupees 5 Lacs per month if employed for part ofthe financial year or draws remuneration in excess of Managing Director or Whole timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.
9. NUMBER OF MEETINGS OF BOARD:
|No. ||Particulars ||No. of meetings held |
|1. ||Board Meetings ||Five |
|2. ||Audit Committee Meetings ||Five |
|3. ||Nomination and Remuneration Committee Meeting ||One |
|4. ||Risk Management Committee Meeting ||One |
|5. ||Stakeholders Relationship Committee Meeting ||One |
|6. ||Independent Directors Meeting ||One |
10. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Risk Management and Stakeholders RelationshipCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Boards functioning suchas adequacy of the composition of the Board and its Committees Board cultures executionand performance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
11. DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
12. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy is also uploaded on the website of the Company; i.e.www.svartcorp.in.
The Auditors M/s. Sanjay Raja Jain & Co. Chartered Accountants (FRN 120132W)Mumbai will retire at the ensuing Annual General Meeting and being eligible; offerthemselves for reappointment for a period of three years from the conclusion of thisAnnual General Meeting [AGM] till the conclusion of the Annual General Meeting to be heldin the year 2018.
The report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
14. 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 SecretarialAuditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure IVto this report. The report is self-explanatory however the Company has initiated necessarysteps to comply with various non-compliances as per the provisions of various statutementioned under the Secretarial Audit Report.
15. VIGIL MECHANISM:
Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the CompaniesAct 2013 a Vigil Mechanism for Directors and employees to report genuine concerns hasbeen established. The Vigil Mechanism Policy has been uploaded on the website of theCompany at www.svartcorp.in
16. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee is required under section 177 (8) of the Companies Act2013.
The Composition of Audit Committee is as follows:
|1. ||Mr. Piyush Shah ||Chairman |
|2. ||Mr. Nirmal Jain ||Member |
|3. ||Mr. Rajesh Poddar ||Member |
17. There were no material changes and commitments which adversely affects thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
18. The Risk management Policy has been uploaded on the website of the Company atwww.svartcorp.in. There were no risks identified during the year under review which wouldthreaten the existence of the Company.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
The Company has not accepted any deposits during the year.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
During the year under review the Company has not made any loans guarantees orinvestments under Section 186 of the Companies Act 2013.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosedin Form AOC-2 which is enclosed as Annexure-II
23. CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is a code of self discipline. In theline with this policy the Board of Directors strongly believes that it is very importantthat the Company follows healthy Corporate Governance practices and reports to theshareholders the progress made on the various measures undertaken. The CorporateGovernance certificate from Practicing Company Secretaries regarding compliance ofconditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement isannexed with this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
GEMSTONE CARVINGS SIGNIO PAINTINGS AND COUTURE JEWELLERY:
This year we feel that we have seen the bottom in the demand in the luxury productsmarket. From here on there will be a slow but steady growth in the market place. Ourefforts in three directions should yield very good results in the coming years. Corporategifting as a segment is continuously giving us better results year after year. Our exportsto the US are getting more value added and catering to a niche clientele. With the USeconomy and consumer confidence increasing we are confident of doing better in thatmarket in the future. In India we are delighted to report that our regular customerscontinuously keep coming back to us for their gemstone requirements. This gives usconfidence that our product and pricing is in tune with the market expectations.Ultimately when the market reaches its full potential in the next 3-4 years we areconfident of delivering good results due to having a strong and loyal customer base aswell as many new customers being getting added to the gemstone collectors list.
During the year 2014-15 we have not witnessed a revival in the commercial real estatemarket. With the new government taking a lot of initiatives to revive the corporateactivity in the country there is a general and upbeat sentiment that we could see growthreturning to this industry in 2015-16. Unlike the residential real-estate market whichhas seen softness only since last year the commercial real estate market has beendepressed for the last five years. As per the cycle and time theory we feel the revivalin this industry is just round the corner. Needless to say we see a better performancefor 2015-16 and the following years.
25. 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 workplaceas required under the Act.
The following is a summary of sexual harassment complaint received or dispose of duringthe year 2014-15.
No. of Complaint received : NIL
No. of Complaint disposed off : NIL
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In the view of the nature of the Company Rule 8 of Company (Accounts) Rules 2014concerning conservation of energy and technology absorption respectively are notapplicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review the total foreign exchange used was Rs. 43.97 lacs andthe total foreign exchange earned was Rs. 26.95 lacs.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Companys operations in future.
28. LISTING AGREEMENT WITH THE STOCK EXCHANGE:
Your Company continues to be listed on the Stock Exchange Mumbai where theCompanys shares are being traded. The Company confirms that it has paid the AnnualListing Fees for the year 2014-2015 to BSE Limited where the Companys Shares arelisted.
We record our gratitude to the Banks and others for their assistance and co-operationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their cooperation extended to and confidence reposed in the management.
|Registered Office: ||By Order of the Board |
|303 Tantia Jogani Industrial Estate ||Swasti Vinayaka Art And Heritage Corporation Limited |
|J. R. Boricha Marg Lower Parel || |
|Mumbai - 400 011. || |
|Date: May 30 2015 ||Ramprasad Poddar |
|Place: Mumbai ||Chairman |
ANNEXUREI Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended onMarch 31 2015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
|CIN ||L51900MH1985PLC036536 |
|Registration Date ||10/06/1985 |
|Name of the Company ||Swasti Vinayaka Art And Heritage Corporation Limited |
|Category / Sub-Category of the Company ||Company Limited By Shares |
|Address of the Registered office and contact details ||303 Tantia Jogani Industrial Estate J. R.Boricha Marg Lower Parel Mumbai - 400 011. |
|Whether listed company ||Yes |
|Name Address and Contact details of Registrar and Transfer Agent if any ||Bigshare Services Private Limited E/2 Ansa Industrial Estate Sakivihar Road Sakinaka Andheri (East) Mumbai - 400 072. |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:-
|Sr No ||Name and Description of main products/services ||NIC Code of the Product /service ||% to total turnover of the Company |
|1 ||Compensation /Renting of Immovable Property ||681 ||58.31 |
|2 ||Jewellery/Carvings/ Gemstone/Diamonds ||321 ||36.15 |
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
There are no Holding Subsidiary and Associate Companies.
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY):
(i) Category-wise Share Holding
| || |
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year
% Change during the year
|Category of Shareholder ||Demat ||Physical ||Total No of Shares ||% of Total Shares ||Demat ||Physical ||Total No of Shares ||% of Total Shares || |
|A. Promoters || || || || || || || || || |
|1) Indian : a) Individual/ HUF ||18827000 ||- ||18827000 ||47.07 ||19261000 ||- ||19261000 ||48.15 ||1.08 |
|b) Bodies Corporate ||1573000 ||- ||1573000 ||3.93 ||1139000 ||- ||1139000 ||2.85 ||-1.08 |
|Sub total (A)(1) : ||20400000 ||- ||20400000 ||51.00 ||20400000 ||- ||20400000 ||51.00 ||0.00 |
|2) Foreign (A)(2) : ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Total holding for promoters (A)=(A)(1) + (A)(2) ||20400000 ||- ||20400000 ||51.00 ||20400000 ||- ||20400000 ||51.00 ||- |
|B. Public Shareholding || || || || || || || || || |
|Institutions (B)(1) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|2. Non-Institutions || || || || || || || || || |
|a) Bodies Corp. : i) Indian ||3135521 ||- ||3135521 ||7.84 ||6694471 ||- ||6694471 ||16.74 ||8.90 |
|b) Individuals i) Capital upto Rs. 1 lakh ||11057539 ||227383 ||11284922 ||28.21 ||9882174 ||227383 ||10109557 ||25.27 ||(2.94) |
|ii) Capital in excess of Rs. 1 lakh ||3832322 ||- ||3832322 ||9.58 ||2736025 ||- ||2736025 ||6.84 ||(2.74) |
|c) Others ( i) NRI/OBC ||15884 ||- ||15884 ||0.04 ||25658 ||- ||25658 ||0.06 ||0.02 |
|(ii) Clearing members ||1331351 ||- ||1331351 ||3.33 ||34289 ||- ||34289 ||0.09 ||(3.24) |
|Sub total (B)(2) : ||19372617 ||227383 ||19600000 ||49 ||1937617 ||227383 ||19600000 ||49.00 ||- |
|Total Public Shareholding (B)=(B)(1) + (B)(2) ||19372617 ||227383 ||19600000 ||49 ||1937617 ||227383 ||19600000 ||49.00 ||- |
|Total (A) + (B) : ||39772617 ||227383 ||40000000 ||100 ||39772617 ||227383 ||40000000 ||100.00 ||- |
|C. Shares held by Custodians for (GDRs & ADRs) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Grand Total (A) + (B) + (C) ||39772617 ||227383 ||40000000 ||100 ||39772617 ||227383 ||40000000 ||100.00 ||- |
(ii) Shareholding of Promoters:
|Sr. No. ||Shareholder's Name || |
Shareholding at the beginning of the year
Shareholding at the end of the year
% change in share holding during the year
| || ||No. of Shares ||% of total Shares of the Company ||% of Shares Pledged/ encumbered to total shares ||No. of Shares ||% of total Shares of the company ||% of Shares Pledged / encumbered to total shares || |
|1 ||Ramprasad Poddar ||1331000 ||3.33 || ||3268500 ||8.17 || ||4.84 |
|2 ||Ramprasad Rajeshkumar HUF ||2781400 ||6.95 || ||2781400 ||6.95 || ||0.00 |
|3 ||Ramprasad Dineshkumar HUF ||2550750 ||6.38 || ||2550750 ||6.38 || ||0.00 |
|4 ||Ramprasad Poddar & Sons HUF ||2543300 ||6.36 || ||2543300 ||6.36 || ||0.00 |
|5 ||Dinesh Rajesh Bros. HUF ||2397650 ||5.99 || ||2397650 ||5.99 || ||0.00 |
|6 ||Pushpadevi Poddar ||1638200 ||4.10 || ||1762100 ||4.41 || ||0.31 |
|7 ||Swasti Vinayaka Investech Private Limited ||1573000 ||3.93 || ||1139000 ||2.85 || ||-1.09 |
|8 ||Rajesh Kumar Poddar ||895000 ||2.24 || ||895000 ||2.24 || ||0.00 |
|9 ||Dinesh Kumar Poddar ||840000 ||2.10 || ||840000 ||2.10 || ||0.00 |
|10 ||Dinesh Ramprasad Poddar- HUF ||564400 ||1.41 || ||821600 ||2.05 || ||0.64 |
|11 ||Rhea Dineshkumar Poddar ||245200 ||0.61 || ||471500 ||1.18 || ||0.57 |
|12 ||Aryan Rajesh Poddar ||320200 ||0.80 || ||362700 ||0.91 || ||0.11 |
|13 ||Rajesh Ramprasad Poddar HUF ||36300 ||0.09 || ||296700 ||0.74 || ||0.65 |
|14 ||Prabhat Poddar ||180200 ||0.45 || ||200300 ||0.50 || ||0.05 |
|15 ||Vedaant Rajesh Poddar ||24900 ||0.06 || ||28500 ||0.07 || ||0.01 |
|16 ||Shilpa D Poddar ||21000 ||0.05 || ||21000 ||0.05 || ||0.00 |
|17 ||Nupur R Poddar ||20000 ||0.05 || ||20000 ||0.05 || ||0.00 |
|18 ||Ramprasad Poddar & Co. HUF ||2437500 ||6.09 || ||0 ||0.00 || ||-6.09 |
| || ||20400000 ||51.00 ||- ||20400000 ||51.00 || ||0.00 |
(iii) Change in Promoters' Shareholding: ( please specify if there is no change)
|Sr. No. ||Particulars || |
Shareholding at the beginning of the year
Cumulative Shareholding during the year
| || ||No. of shares ||% of total shares of the Company ||No. of shares ||% of total shares of the Company |
| ||At the beginning of the year ||20400000 ||51.00 ||20400000 ||51.00 |
|1 ||Ramprasad Poddar & Co HUF ||-2437500 ||-6.09 ||17962500 ||44.91 |
|2 ||Swasti Vinayaka Investech Pvt. Ltd. ||-434000 ||-1.09 ||17528500 ||43.82 |
|3 ||Ramprasad Poddar ||1937500 ||4.84 ||19466000 ||48.66 |
|4 ||Pushpadevi Poddar ||123900 ||0.31 ||19589900 ||48.97 |
|5 ||Dinesh Ramprasad Poddar HUF ||257200 ||0.64 ||19847100 ||49.61 |
|6 ||Rhea Dinesh Poddar ||226300 ||0.57 ||20073400 ||50.18 |
|7 ||Aryan Rajesh Poddar ||42500 ||0.11 ||20115900 ||50.29 |
|8 ||Rajesh Ramprasad Poddar HUF ||260400 ||0.65 ||20376300 ||50.94 |
|9 ||Prabhat Poddar ||20100 ||0.05 ||20396400 ||50.99 |
|10 ||Vedaant Rajesh Poddar ||3600 ||0.01 ||20400000 ||51.00 |
| ||At the End of the year ||20400000 ||51.00 ||20400000 ||51.00 |
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)
|Sr. No. || || |
Shareholding at the beginning of the year
Bought during the year
Sold during the year
Cumulative Shareholding during the year
| ||Name of Shareholders || |
% of total shares of the company
| || || |
No. of shares
% of total shares of the company
|1 ||Upsurge Investment & Finance Ltd. || |
|2 ||NNM Securities Pvt Ltd. || |
|3 ||Manjusha Saraf || |
|4 ||Swapnil Kashinath Kawli || |
|5 ||Ashwani Maheshwari || |
|6 ||Ankur Agarwal || |
|7 ||Shambhu Lal Gupta || |
|8 ||Pranali Commodities Pvt. Ltd || |
|9 ||Rachit Mukesh Panday || |
|10 ||Vimal Kumar Didwania || |
(v) Shareholding Pattern of Directors and Key Managerial Personnel
|Sr. No. || || |
Shareholding at the beginning of the year
Bought during the year
Sold during the year
Cumulative Shareholding during the year
| ||Name of Shareholders ||No.of shares ||% of total shares of the company || || ||No.of shares ||% of total shares of the company |
|1 ||Ramprasad Poddar ||1331000 ||3.33 ||1937500 || ||3268500 ||8.17 |
|2 ||Rajesh Kumar Poddar ||895000 ||2.24 ||- || ||895000 ||2.24 |
|3 ||Dinesh Kumar Poddar ||840000 ||2.10 ||- || ||840000 ||2.10 |
|4 ||Shilpa Poddar ||21000 ||0.05 ||- ||- ||21000 ||0.05 |
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
|Particulars ||Secured Loans excluding deposits ||Unsecured Loans ||Deposits ||Total Indebtedness |
|Indebtedness at the beginning of the financial year || || || || |
|i) Principal Amount due ||14036360 ||70150000 ||- ||84186360 |
|ii) Interest due but not paid ||146561 ||641659 ||- ||788220 |
|iii) Interest accrued but not paid ||- ||- ||- ||- |
|Total (i+ii+iii) ||14182921 ||70791659 ||- ||84974580 |
|Change in Indebtedness during the financial year || || || || |
| Addition ||- ||29325000 ||- ||29325000 |
| Reduction ||(6824840) ||(50740715) ||- ||(57565555) |
|Net Change ||(6824840) ||(21415715) ||- ||(28240555) |
|Indebtedness at the end of the financial year || || || || |
|i) Principal Amount ||7304627 ||48900000 ||- ||56204627 |
|ii) Interest due but not paid ||53454 ||475944 ||- ||529395 |
|iii) Interest accrued but not due || || || || |
|Total (i+ii+iii) ||7358081 ||49375944 ||- ||56734025 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
|Particulars of Remuneration || |
Name of MD/WTD/ Manager
| ||Ramprasad Poddar ||Dinesh Poddar || |
|Gross salary || || || |
|(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 ||1080000 ||1155000 ||2235000 |
|(b) Value of perquisites u/s 17(2) Income-tax Act 1961 ||212242 ||515740 ||727982 |
|Total ||1292242 ||1670740 ||2962982 |
|Ceiling as per the Act ||3000000 ||3000000 ||6000000 |
B. Remuneration to other Directors: The Company does not pay remuneration to itsother Directors
To Key Managerial Personnel other than MD/ Manager/WTD: The Company does not payremuneration to any of its Key Managerial Personnel.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties / punishment/ compounding of offences for breach of anyprovisions under the Companies Act against the Company or its Directors or otherofficers if any during the year.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section
(1) of section 188 of the Companies Act 2013 including certain arms lengthtransactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis:Not Applicable
2. Details of material contracts or arrangements or transactions at arms lengthbasis:
|Sr.No ||Name of the related party and nature of relationship ||Nature of contracts / arrangements / transactions ||Duration of contracts / arrangements / transactions ||Salient features of contracts / arrangements / transactions including value if any ||Justification for entering into such contracts / arrangements / transactions ||Date(s) of approval by the Board / Audit Committee ||Amount paid as advances if any ||Date on which special resolution was passed in general meeting u/s 188(1) |
|1. ||Swasti Vinayaka Realestate Development Pvt. Ltd. ||Compensation paid ||01/04/2014 To 31/03/2019 ||Agreement of Lease ||The Company has obtained premises for business purpose ||23/01/2014 ||N.A. ||N.A. |
|2. ||Ashirwad Shelters Pvt. Ltd. ||Compensation paid ||01/04/2014 To 31/03/2019 ||Agreement of Lease ||The Company has obtained premises for business purpose ||23/01/2014 ||N.A. ||N.A. |
|3. ||Ashirwad Capital Ltd. ||Compensation paid ||01/04/2014 To 31/03/2019 ||Agreement of Leave and License ||The Company has obtained premises for business purpose ||23/01/2014 ||330000 ||N.A. |
|4. ||Swasti Vinayaka Synthetics Ltd. ||Compensation paid ||01/04/2014 To 31/03/2019 ||Agreement of Leave and License ||The Company has obtained premises for business purpose ||21/03/2014 ||2700000 ||N.A. |
Remuneration details of Directors and employees
i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Sr No. ||Directors Name ||Remuneration FY 2014-15 ||Median Remuneration of employees FY 2014-15 ||Ratio |
|1. ||Mr. Ramprasad Poddar ||12.92 ||1.53 ||19.76 |
|2. ||Mr. Dinesh Poddar ||16.71 ||1.53 ||25.57 |
ii) The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:
|Sr No. ||Directors Name ||Remuneration FY 2014-15 ||Remuneration FY 2013-14 ||% Increase |
|1. ||Mr. Ramprasad Poddar ||12.92 ||8.81 ||46.65 |
|2. ||Mr. Dinesh Poddar ||16.71 ||9.56 ||74.79 |
iii) The percentage increase in the median remuneration of employees in the financialyear:
|Median Remuneration of employees FY 2014-15 ||Median Remuneration of employees FY 2013-14 ||% Increase |
|1.53 ||1.83 ||-16.39 |
iv) The number of permanent employees on the rolls of company: 32
v) The explanation on the relationship between average increase in remuneration and thecompany performance:
The Company follows performance appraisal methodology where in performances ofemployees are linked to the key deliverables and key control areas of the Company. Theincrease in remuneration thus suggests better performance of the Company in terms ofprofitability and customer satisfaction stronger processes and controls bettercompliances with various regulations and establishment of better relationship withstakeholders.
vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
|Remuneration of KMP FY 2014-15 ||PAT of the Company ||Remuneration to PAT% |
|29.63 ||155.82 ||19.01 |
vii) Variations in the market capitalization of the Company price earnings ratio asthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedCompanies and in case of unlisted Companies the variations in net worth of the Companyas at the close of the current financial year and previous financial year:
| ||FY 2014-15 ||FY 2013-14 ||Variation |
|Market Capitalization ||1688 ||780 ||908 |
|Price Earning Ratio ||10.82 ||8.13 ||2.69 |
viii) Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
| ||FY 2014-15 ||FY 2013-14 ||% Increase |
|Employees Salary ||74.13 ||60.66 ||22.20 |
|Managerial Remuneration ||29.63 ||18.37 ||61.29 |
The Company follows performance appraisal methodology where in performances ofemployees are linked to the key deliverables and key control areas of the Company.
ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company
|Name of KMP ||Remuneration of KMP FY 2014-15 ||PAT of the Company FY 2014-15 ||Remuneration to PAT% |
|Mr. Ramprasad Poddar ||12.92 ||155.82 ||8.29 |
|Mr. Dinesh Poddar ||16.71 ||155.82 ||10.72 |
x) The key parameters for any variable component of remuneration availed by theDirectors The above clause is not applicable as there is no variable component ofremuneration which are availed by the Directors of the Company.
xi) The ratio of the remuneration of the highest paid Director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid Directorduring the year: The above clause is not applicable as there are no employees drawingremuneration in excess of the highest paid Director during the year.
xii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is affirmed that the remuneration is as per the remuneration policy of the Company
ANNEXURE IV Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 312015
[Pursuant to section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Members Swasti Vinayaka Art And Heritage Corporation Limited
303 Tantia Jogani Industrial Estate
J. R. Boricha Marg Lower Parel
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Swasti Vinayaka Art AndHeritage Corporation Limited (hereinafter called "the company"). SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2015 (hereinafterreferred to as "Audit Period") complied with the statutory provisions listedhereunder and also that the Company has proper board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act1956 (SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;
(vi) We have been informed by the Management that there are no other laws specificallyapplicable to the Company.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreement entered into by the Company with Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. Company has appointed Managing Director as Key Managerial Personnel (KMP) undersection 203(1) of the Companies Act 2013. However compliance under clause (ii) and (iii)of sub-section (1) of section 203 is not complied with regard to the appointment ofCompany Secretary and Chief Financial Officer.
2. Appointment of an Internal Auditor under section 138 of the Companies Act 2013 ispending.
3. Company started filing MGT -10 return for the change exceeding 2% in theshareholding of the Promoters / Top ten shareholders with Registrar of Companies from 30October 2014 onwards.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the Audit Period were carriedout in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members' views are captured and recorded as part of theminutes.
We further report that there are adequate systems and processes in the Company whichcommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the following specific events/ actionsoccurred having a major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc.
(a) Special Resolution under Section 180(1)(c) of the Companies Act 2013 passed by themembers at the Annual General Meeting dated July 26 2014 for setting borrowing limits ofthe Board up to Rs. 100 Crores only.
| ||For Sandeep Dar & Co. |
| ||Proprietor |
|Place: Navi Mumbai ||FCS: 3159 |
|Date: May 30 2015 ||C. P. No.: 1571 |