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Swasti Vinayaka Art & Heritage Corporation Ltd.

BSE: 512257 Sector: Others
NSE: N.A. ISIN Code: INE895A01023
BSE 16:01 | 27 Mar 2018 Swasti Vinayaka Art & Heritage Corporation Ltd
NSE 05:30 | 01 Jan 1970 Swasti Vinayaka Art & Heritage Corporation Ltd
OPEN 5.49
PREVIOUS CLOSE 5.23
VOLUME 30369
52-Week high 9.99
52-Week low 2.90
P/E 6.61
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.49
CLOSE 5.23
VOLUME 30369
52-Week high 9.99
52-Week low 2.90
P/E 6.61
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Swasti Vinayaka Art & Heritage Corporation Ltd. (SWASTIVINART) - Director Report

Company director report

To

The Members

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 Board’s 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

2. DIVIDEND:

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.

3. RESERVES:

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.

5. OPERATIONS:

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 Board’s 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.

13. AUDITORS:

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.

20. DEPOSITS:

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 arm’s 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 collector’s list.

REAL ESTATE:

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 COMPANY’S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company’s’ operations in future.

28. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

Your Company continues to be listed on the Stock Exchange Mumbai where theCompany’s shares are being traded. The Company confirms that it has paid the AnnualListing Fees for the year 2014-2015 to BSE Limited where the Company’s Shares arelisted.

29. ACKNOWLEDGEMENT:

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

No.of shares

% of total shares of the company

No. of shares

% of total shares of the company

1 Upsurge Investment & Finance Ltd.

0

0.00

4660103

50000

4610103

11.53

2 NNM Securities Pvt Ltd.

0

0.00

1227008

778806

448202

1.12

3 Manjusha Saraf

0

0.00

413526

0

413526

1.03

4 Swapnil Kashinath Kawli

0

0.00

388800

73400

315400

0.79

5 Ashwani Maheshwari

0

0.00

225824

0

225824

0.56

6 Ankur Agarwal

230250

0.58

3325

10575

223000

0.56
7 Shambhu Lal Gupta

200938

0.50

0

0

200938

0.50
8 Pranali Commodities Pvt. Ltd

200000

0.50

0

0

200000

0.50
9 Rachit Mukesh Panday

200000

0.50

0

0

200000

0.50
10 Vimal Kumar Didwania

184476

0.46

0

5000

179476

0.45

(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

V INDEBTEDNESS:

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

Total

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

C. Remuneration

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.

ANNEXURE II

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 arm’s length basis:Not Applicable

2. Details of material contracts or arrangements or transactions at arm’s 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.

ANNEXURE III

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]

To

The Members Swasti Vinayaka Art And Heritage Corporation Limited

CIN: L51900MH1985PLC036536

303 Tantia Jogani Industrial Estate

J. R. Boricha Marg Lower Parel

Mumbai- 400011.

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