The Board of Directors are pleased to present its Ninth Annual Report on the operations of SVS VenturesLimited ("the Company") and the Standalone Audited Financial Statements for the Financial Year endedMarch 31, 2024.
FINANCIAL HIGHLIGHTS:
The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2024 isas under:
LRs. in Lakhs)
PARTICULARS
STANDALONE -
FINANCIAL
STATEMENTS-YEAR
ENDED
MARCH 31, 2024
MARCH 31, 2023
Revenue from Operations
143.23
663.02
Other Income
6.00
1.04
Total Revenue
149.23
664.06
Profit / (Loss) before exceptional and extra¬ordinary Items and tax
11.65
93.32
Add/(Less): Extra-Ordinary Item
NIL
Nil
Profit / (Loss) after Extra Ordinary Items andbefore tax
Tax Expense:
A) Current Income Tax
3.33
23.5
B) Deferred Tax (Assets)/Liabilities
Profit / (Loss) After Tax
8.32
69.82
STATE OF COMPANY'S AFFAIRS AND OPERATIONS:
Our Company was originally incorporated as Hetarth Software Solutions Private Limited on December 21,2015 under the Companies Act, 2013 vide certificate of incorporation issued by the Registrar of Companies,Gujarat, Dadra and Nagar Haveli. Subsequently the name of the company was changed from "HetarthSoftware Solutions Private Limited" to "EPL Life Science Private Limited" under the Companies Act, 2013pursuant to a special resolution passed by our shareholders at the EGM held on December 02, 2021 andhad obtained fresh certificate of incorporation dated December 07, 2021 issued by the Registrar ofCompanies, Gujarat, Dadra and Nagar Haveli. Subsequently the name of the company was changed from"EPL Life Science Private Limited" to "SVS Ventures Private Limited" under the Companies Act, 2013pursuant to a special resolution passed by our shareholders at the EGM held on March 02, 2022 and hadobtained fresh certificate of incorporation dated March 14, 2022 issued by the Registrar of Companies,Gujarat, Dadra and Nagar Haveli. Thereafter, Our Company was converted in to a public company pursuantto a special resolution passed by our shareholders at the EGM held on May 10, 2022 and consequentlyname was changed to "SVS Ventures Limited" vide fresh certificate of incorporation dated June 03, 2022issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli.
Our Company and the Erstwhile Proprietary Firm- M/s Vijay & Co. have been into the business of real estatesince 2015 and 2014 years, respectively. Our Company and the Erstwhile Proprietary Firm are into thebusiness of construction and real estate development, focused primarily on construction and developmentof residential and commercial projects, in and around Ahmedabad, Gujarat.
In this dynamic and extremely competitive business environment, Mr. Shashikant Vedprakash Sharmathrough his business acumen, strategically became the Director-Promoter of SVS Ventures Limited in 2021and in April 2022, our company entered into a business takeover agreement dated April 26, 2022 with theErstwhile Proprietary Firm- M/s Vijay & Co. of Mr. Shashikant Vedprakash Sharma. Since 2021, Mr.Shashikant Vedprakash Sharma has continued to hold his position in our Company as Promoter Director.
With this business takeover, our Company intends to develop versatile projects by focusing on innovativearchitecture, strong project execution and quality construction. These projects currently cater to and willcontinue catering to the middle income and high income group. Currently, our business focuses onresidential villas and apartment development projects. Our residential villas and apartments portfolioconsists of various types of accommodation of varying sizes. Our residential buildings and villas aredesigned with a variety of amenities such as security systems, sports and recreational facilities, play areasand electricity back-up.
Presently, Our Company is promoted by Mr. Shashikant Vedprakash Sharma, who has over 10 years ofexperience respectively in the real estate sector. Our Company aims to grow in size from his rich experience,expert in-sight of the industry and expand its operations. Our Company is currently focusing onopportunities to build a brand in real estate sector.
DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your Directors do notrecommend any dividend for the Financial Year 2023-24.
TRANSFER TO RESERVES:
During the year, the Board of your Company has not appropriated / transferred any amount to the reserves.The profit earned during the year has been carried to the balance sheet of the Company as part of theProfit and Loss Account.
CHANGE IN NATURE OF BUSINESS:
The details of the same are as stated in the section on "State of Company's Affairs and Operations" andthe Company continues to be in the same line of business as stated in main objects of the existingMemorandum of Association.
CHANGE IN CAPITAL STRUCTURE:
During the year under review, the Authorised and Paid-up Share Capital of your Company was as under:
• Authorised Share Capital:
The authorized capital of your Company as on March 31, 2024 was Rs. 21,50,00,000/- consisting of2,15,00,000 Equity shares of Rs.10/- each.
• Issued, Subscribed & Paid-up Share Capital and Allotments:
At the end of financial year 2023-24, Paid Up Share Capital was Rs. 21,34,96,190 comprised of2,13,49,619 equity shares of Rs. 10/- each.
DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROMPUBLIC ISSUE:
In the Financial Year 2022-23, your Company got listed on SME Platform of BSE Limited, and till date ofBoard's Report Company has utilized funds in the objects as stated in offer document and there were nodeviations or variations in utilization of funds raised from the public
TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:
During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimeddividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125of the Companies Act, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):
• Board of Directors and KMPs:
DIN
Name
Designation
06628349
Shashikant Vedprakash Sharma
Promoter, Managing Director and CEO
08206567
Sumitkumar Jayantibhai Patel
Non-Executive and Independent Director
08716231
Avni Chouhan
09480894
Sunny Surendrakumar Sharma
Non-Executive Director
-
Ronak Rathi
Company Secretary and Compliance Officer
Viral Patel
Chief Financial Officer
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia)of the Companies (Accounts) Rules, 2014.
• Appointment/ Cessation of Directors/KMPs:
During the year 2023-24, no changes took place in the board composition or the KMPs.
• Retired by Rotation:
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof
Mr. Sunny Surendrakumar Sharma (DIN: 09480894), Non-Executive Director, retires by rotation at theAnnual General Meeting and being eligible, offers himself for re-appointment. The Board recommendsthe re-appointment of Mr. Sharma.
The Company has received declarations from the Independent Directors of the Company that they meetwith the criteria of independence as prescribed under Sub- section (6) of Section 149 of the CompaniesAct, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors)Rules, 2014 as amended from time to time and there has been no change in the circumstances whichmay affect their status as independent director during the year and they have complied with the codeof conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
The Directors on the Board have submitted requisite disclosure under Section 184(1) of the CompaniesAct, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 andDeclaration as to compliance with the Code of Conduct of the Company. Further, a certificate of non¬disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & AssociatesPractising Company Secretary, Ahmedabad is annexed along with the Form MR-3 at "Annexure C".
During the financial year 2023-24, 10 Board meetings were held. The intervening gap between two meetingswas not more than 120 days. The details of attendance of each Director at the Board Meetings during theyear are as under:
Name of Directors
No. of Boardmeeting (eligibleto attend duringthe tenure)
No. of Boardmeetingattended
Managing Director
10
Non-ExecutiveIndependent Director
The Company, being listed under SME segment, the provisions relating to Corporate Governance and numberof memberships in committees are not applicable.
None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act,2013.
The following Statutory Committees have been constituted by the Board of Directors of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Sexual Harassment Committee
The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 ofthe Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (asamended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicableprovisions of the SEBI (LODR) Regulation, 2015. The Audit Committee comprises following members.
Name of the Director
Designation in theCommittee
Nature of Directorship
Chairman
Member
Non-Executive Independent Director
The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman ofthe Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications tothe shareholders in any matter relating to financial statements. The scope and function of the AuditCommittee and its terms of reference shall include the following:
Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordancewith Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.
1) Oversight of the Company's financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement orremoval of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4) Reviewing, with the management, the annual financial statements before submission to the board forapproval, with particular reference to:
• matters required to be included in the director's responsibility statement to be included in the board's
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
• changes, if any, in accounting policies and practices and reasons for the same;
• major accounting entries involving estimates based on the exercise of judgment by management;
• significant adjustments made in the financial statements arising out of audit findings;
• compliance with listing and other legal requirements relating to financial statements;
• disclosure of any related party transactions;
• modified opinion(s) in the draft audit report;
5) Reviewing, with the management, the quarterly financial statements before submission to the boardfor approval;
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes otherthan those stated in the offer document / prospectus / notice and the report submitted by themonitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;
7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of auditprocess;
8) Approval or any subsequent modification of transactions of the listed entity with related parties;
9) Scrutiny of inter-corporate loans and investments;
10) Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11) Evaluation of internal financial controls and risk management systems;
12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of theinternal control systems;
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit;
14) Discussion with internal auditors of any significant findings and follow up there on;
15) Reviewing the findings of any internal investigations by the internal auditors into matters where thereis suspected fraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the board;
16) Discussion with statutory auditors before the audit commences, about the nature and scope of auditas well as post-audit discussion to ascertain any area of concern;
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;
18) To review the functioning of the whistle blower mechanism;
19) Approval of appointment of chief financial officer after assessing the qualifications, experience andbackground, etc. of the candidate;
20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.
The A udit Committee enjoys following powers:
a) To investigate any activity within its terms of reference
b) To seek information from any employee
c) To obtain outside legal or other professional advice
d) To secure attendance of outsiders with relevant expertise if it considers necessary
e) The audit committee may invite such of the executives, as it considers appropriate (and particularlythe head of the finance function) to be present at the meetings of the committee, but on occasions itmay also meet without the presence of any executives of the Issuer. The finance director, head ofinternal audit and a representative of the statutory auditor may be present as invitees for the meetingsof the audit committee.
The A udit Committee shall mandatory review the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions (as defined by the audit committee), submitted bymanagement;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject toreview by the Audit Committee.
The recommendations of the Audit Committee on any matter relating to financial management, includingthe audit report, are binding on the Board. If the Board is not in agreement with the recommendations ofthe Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meetingand the same has to be communicated to the shareholders. The Chairman of the committee has to attend
the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
During the year 2023-24, four meetings of the Committee were held all of which were attended by allmembers.
The Company has formed the Nomination and Remuneration Committee as per Section 178 of the CompaniesAct, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions,and proposed applicable provisions of the SEBI (LODR) Regulation, 2015. The Nomination and RemunerationCommittee comprises the following members:
Designation in the Committee
Chairman ^
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration
Committee. The scope and function of the Committee and its terms of reference shall include the following:
1) Formulation of the criteria for determining qualifications, positive attributes and independence of adirector and recommend to the Board a policy, relating to the remuneration of the directors, keymanagerial personnel and other employees;
2) Formulation of criteria for evaluation of Independent Directors and the Board;
3) Devising a policy on Board diversity;
4) Identifying persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the Board their appointmentand removal. The company shall disclose the remuneration policy and the evaluation criteria in its AnnualReport;
5) To recommend to the Board, the remuneration packages i.e. salary, benefits, bonuses, perquisites,commission, incentives, stock options, pension, retirement benefits, details of fixed component andperformance linked incentives along with the performance criteria, service contracts, notice period,severance fees etc. of the executive directors;
6) To implement, supervise and administer any share or stock option scheme of our Company; and
7) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.
During the year 2023-24, one meetings of the Committee were held all of which were attended byall members.
(ii) Nomination and remuneration Policy:
The Board of Directors of the Company has, on the recommendation of Nomination andRemuneration Committee, framed and adopted a Nomination and Remuneration Policy. The saidpolicy is available on the website of the Company at http://svsventures.co.in/wp-content/uploads/2022/07/Nomination-and-Remuneration-Policv.pdf
Salient features of the policy dealing with nomination and remuneration are as under:Nomination
1. Appointment:
The Board shall assess the requirement of appointment of a new Director on the Board or KeyManagerial Personnel in the following events:
a. To fill up a casual vacancy,
b. To fulfill statutory requirement, or
c. To fill up critical positions in the Company as per the organization structure.
2. Based on the requirement assessed above, the Committee shall recommend the person/persons to be appointed. The incumbent should necessarily fulfill the following criteria:
a. Criteria for appointment as Director: The incumbent should:
i. not be disqualified in terms of Section 164 of the Act;
ii. be eligible in terms of Schedule V to the Act, if he is going to be appointed as
Managing Director, Whole-time Director or manager;
iii. fulfill the terms of independence as per the provisions of Section 149 and ScheduleIV to the Act;
iv. Possess qualification, experience, capability and knowledge commensurate with thefunctional responsibilities he has to fulfil;;
v. re-appointment of independent director shall be on the basis of report of
performance evaluation.
b. Criteria for appointment as Key Managerial Personnel and Senior Management Employees: Theincumbent should possess the following qualities:
i. Qualification and experience should be commensurate with the function to be
headed.
H. He/she should display Endurance Values - Customer Centricity, Integrity,
Transparency, Teamwork and Innovation (CITTI).
3. Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letterof appointment in accordance with the guidelines provided under the Act;
4. Succession Planning - The Committee shall establish and review succession plans of theBoard, Key Managerial Personnel and Senior Management Employees.
The Company has formed the Stakeholders Relationship Committee as per Section 178 of theCompanies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetingsof Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the CorporateGovernance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015.
The constituted Stakeholders Relationship Committee comprises the following members:
The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.
This Committee will address all grievances of Shareholders and Investors in compliance of the provisions ofsection 178 (5) of the Companies Act, 2013and its terms of reference include the following:
1) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annualreport, transfer of Equity Shares;
2) Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
3) Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, re¬materialization, splitting and consolidation of Equity Shares and other securities issued by our Company,including review of cases for refusal of transfer/ transmission of shares and debentures;
4) Reference to statutory and regulatory authorities regarding investor grievances;
5) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
6) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the abovepowers; and
7) Carrying out any other function contained in the SEBI (LODR) Regulations as and when amended fromtime to time.
During the year 2023-24, one meetings of the Committee were held all of which were attendedby all members.
The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held onNovember 28, 2022 in compliance with the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
The Sexual Harassment Committee consists of the following members:
Nature of designation
Mr. Tarungiri Goswami
Employee
Mr. Sunil Kanubhai Patel
Mrs. Manjulaben Natvarlal Patel
External Member
The Company Secretary and Compliance Officer of the Company will act as the secretary of the Sexual
Harassment Committee.
The scope and function of the Sexual Harassment Committee and its terms of reference shall include the
following:
1) To create and maintain an atmosphere in which employees can work together, without fear of sexualharassment, exploitation or intimidation.
2) Every employee is made aware that the Company is strongly opposed to sexual harassment and thatsuch behavior is prohibited both by law and by the Company.
3) The committee shall take reasonable steps to ensure prevention of sexual harassment at work whichmay include circulating applicable policies and other relevant information to all associates, including to
all new joinees'.
4) Ensure to provide safeguards against false or malicious charges.
5) To discourage and prevent employment-related sexual harassment.
6) To investigate every formal written complaint of sexual harassment.
7) Review the complainant's complaint in a fair and objective manner.
8) Determine the facts of the case with the individuals concerned and the witnesses, if any, and prepare areport with the findings.
9) To redress complaints of sexual harassment by taking appropriate remedial measures to respond to anysubstantiated allegations of sexual harassment.
10) To protect the interests of the victim, the accused person and others who may report incidents of sexualharassment, confidentiality will be maintained throughout the investigatory process to the extentpracticable and appropriate under the circumstances.
11) To ensure all records of complaints, including contents of meetings, results of investigations and otherrelevant material kept are confidential by the Company except where disclosure is required underdisciplinary or other remedial processes.
12) Be bound in the principle of natural justice and be unbiased in their evaluation.
(i) Meetings and Attendance:
During the year 2023-24, there were no meetings of the Committee were held.
DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
There were no outstanding shares lying in the demat suspense account/unclaimed suspense account andtherefore, disclosure relating to the same is not applicable.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARDAND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of theCompanies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annualevaluation of Individual Directors of the Company; and the Board of Directors has carried out the annualevaluation of the performance of performance of the Board and its Committees and Independent Directors.Further, Independent Directors also reviewed the performance of the Non-Independent Director and Boardas a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees andDirectors/Chairman were circulated to the respective meetings of the Board, Nomination and remunerationCommittee and Independent Directors Separate Meeting. A separate meeting of the Independent Directorswas held on March 30, 2024 to consider the performance evaluation in accordance with Schedule IV of theCompanies Act, 2013.
The performance of the Board is evaluated based on composition of the Board, its committees, performanceof duties and obligations, governance issues etc. The performance of the committees is evaluated based onadequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency andeffectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out interms of adherence to code of conduct, participation in board meetings, implementing corporate governancepractices etc.
The Independent Directors are evaluated based on their participation and contribution, commitment,effective deployment of knowledge and expertise, effective management of relationship with stakeholders,
integrity and maintenance of confidentiality and independence of behaviour and judgement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO:
The information on conservation of energy technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies(Accounts) Rules, 2014, is attached to this Report as "Annexure A".
PARTICULAR OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employeesof the Company is attached as "Annexure B" to this report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
As on March 31, 2024, the Company does not have any subsidiary, joint venture or associate companies.CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as theCompany does not fall under the criteria limits mentioned in the said section of the Act.
AUDITORS:
Statutory Auditors:
The Members of the Company approved appointment of M/s. JM Patel & Bros, Chartered Accountants (ICAIFirm Registration No. 107707W), as Auditors of the Company from Annual General Meeting ("AGM") of theCompany held on September 30,2022 till the AGM of the Company to be held for Financial Year 2026.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory and thereforedo not call for any comments under Section 134 of the Companies Act, 2013. The report given by theStatutory Auditors on the financial statements of the Company is a part of this Annual Report. There wereno qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in theirReport.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported any instances of fraud under Section 143(12)of the Act, committed against the Company by its officers or employees, to the Audit Committee or theBoard, the details of which would be required to be mentioned in the Directors' Report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has
appointed M/s B.S. Vyas & Associates Practising Company Secretary, Ahmedabad to conduct a SecretarialAudit for the year 2023 - 2024. The Secretarial Audit Report for the year ended March 31, 2024 is annexedherewith as "Annexure C" to this Board's Report. The secretarial audit report does not contain anyqualifications, reservations, or adverse remarks or disclaimer.
COST AUDITOR:
The provisions of Section 148 of the Companies Act, 2013 and rules thereof are not applicable.INTERNAL AUDITOR:
The Board had appointed M/s. Dhruvin Shah & Associates (FRN:148222W) as Internal Auditors of theCompany for the FY 2023-24 pursuant to the provisions of Section 138 of the Companies Act, 2013.
MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:
There was no material order passed by Regulators/Courts/Tribunals during the year under review impactingthe going concern status and company's operations in future.
DEPOSITS:
The Company has not accepted any deposit from the public within the meaning of Chapter V of theCompanies Act 2013 and rules there under.
CORPORATE GOVERNANCE:
The Company adheres to the best Corporate Governance practices and always works in the best interestof its stakeholders. The Company has incorporated the appropriate standards for corporate governance.Further, the Company is listed on BSE SME Platform and as such pursuant to Regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:
The particulars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, aredisclosed in the notes attached to and forming part of the Financial Statements of the Company, preparedfor the financial year ended March 31, 2024.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company have occurredbetween the end of the financial year of the Company to which the Financial Statements relate and thedate of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained bythem, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section134 of the Companies Act, 2013, which states:
a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followedalong with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and of the profit /loss of the Companyfor that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe 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 have laid down Internal Financial Controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has in place proper system of internal financial control which is commensurate with size andnature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia,to oversee company's financial reporting process, disclosure of financial information, and reviewing theperformance of statutory and internal auditors with management.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India, New Delhi.
RELATED PARTY TRANSACTIONS:
All the Related Party Transactions which were entered into during the Financial Year 2023-24 were at arm'slength basis and in the ordinary course of business. Further, details of material related party transactionsas required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part ofthis report as "Annexure D".
ANNUAL RETURN:
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read withrules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available onthe website of the Company in the Annual Return section at http://svsventures.co.in/annual-return/.MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as"Annexure E".
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place a policy on "Prevention of Sexual Harassment", through which the Companyaddresses complaints of sexual harassment at the all workplaces. The Company has complied with theprovisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, therewere no incidences/complaint reported under said Act.
RISK MANAGEMENT AND ITS POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to keybusiness objectives. Major risks identified are systematically addressed through mitigating actions on acontinuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directorsof the Company.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision ofSection 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees andDirectors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code ofConduct. The Company provides adequate safeguards against victimization of employees and Directorswho express their concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company. The Board hasapproved the policy for vigil mechanism which is available on the website of the Company athttp://svsventures.co.in/wp-content/uploads/2022/07/Whistle-Blower-Policv.pdf.
PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016:
There are no proceedings initiated/pending against the Company under the Insolvency and BankruptcyCode, 2016 which materially impact the Business of the Company.
ACKNOWLEDGEMENT:
Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for theirfaith, trust and confidence reposed in the Company and express appreciation to the Workers, ExecutiveStaff and Team Members at all levels.
Date: September 07, 2024 For and on behalf of Board of Directors
SVS VENTURES LIMITED
Place: Ahmedabad
Sd/- Sd/-
Registered office: --------------------------------------------------------------------------
Block A, Office No. 1009, Shashikant Sharma Sunny Sharma
Mondeal Hights, Nr. Managing Director Non-Executive Director
Panchratna Party plot, S.G. (DIN: 06628349) (DIN: 09480894)
Highway Ahmedabad - 380051