As on: May 01, 2024 06:34 PM
To
The Members
Your Directors have pleasure in presenting their 16th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2023.
Financial Highlights
Rs. in Lakhs.
Consolidated Financial Statements
The consolidated financial statements have been prepared pursuant to the provisions of the Companies Act, 2013 as also the listing agreement entered into with the stock exchange. The statements have been prepared in accordance with the IND AS as prescribed by the ICAI. The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules,2014 and Regulation 33 of SEBI (LODR) Regulations along with a separate statement containing the salient features of the financial performance of subsidiaries / associate in the prescribed form.
Overview of Operations
For the financial year under review, the total income is Rs. 705.63 Lakhs on a consolidated basis. The Profit After Tax is Rs. 10.77 Lakhs.
Subsidiary
SV Global Finance Private Limited has declared interim dividends for the financial year 2022 – 23 in the following manners, in its Board meetings as stated below:
S V GLOBAL MILL LIMITED/ 2023
The audited consolidated financial statements together with Auditors' Report form part of the Annual Report. The audited financial statements of the subsidiary company will be made available to the shareholders, on receipt of request from any shareholder and it has also been placed on the website of the Company www.svgml.com. This will also be available for inspection by the shareholders at the registered office during business hours.
A separate statement containing the salient features of the financial statements of the subsidiary and associate in Form AOC -1 as Annexure "A" forms part of the consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.
Dividend
No dividend is being proposed for the financial year 2022-23 in order to conserve the reserves.
Transfer to Reserves
General reserves for the financial year ended March 31, 2023 are as under:
(Rs. in Lakhs)
Company's Working /State of Affairs
The Company operates in only one segment i.e., Real Estate business and the subsidiary company S V Global Finance Private Limited operates as an NBFC (non-deposit taking). During the Financial Year 2022-23, the revenue of the Company on standalone basis is Rs. 618.21 lakhs (P.Y. Rs.611.79 lakhs) from operations and other income. The revenue of the subsidiary during the Financial Year 2022-23 is Rs. 580.49 Lakhs (P.Y. Rs. 571.69Lakhs) from operations and other income. The revenue of the associate company Adyar Property Holding Company Private Limited during the financial year is Rs. 10.85 Lakhs (P.Y Rs. 7.99 Lakhs)
Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.
There are no significant and material orders passed by the Regulators / Courts or tribunals that would impact the going concern status of the Company and its future operations.
Penalties / Punishment/ Compounding of Offences:
There are no Penalties or Court Orders or any fines from the Regulators, MCA, SEBI or BSE.
Internal Financial Control and Risk Management
The company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The frame work is reviewed regularly by the Management and tested by internal audit team and presented to the Audit Committee. Based on periodical testing, the framework is strengthened from time to time, to ensure adequacy and effectiveness of Internal Financial Control. The established controls are constantly assessed and strengthened with new / revised standard operating procedures. The Company has adopted policies and procedures for ensuring adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and reliability of accounting records and timely preparation of reliable financial disclosures. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management Policy. In the opinion of the Board, there is no serious element of risk which may threaten the existence of the Company.
Internal Audit
The internal audit is entrusted to M/s. Kalyanasundaram & Associates, Chartered Accountants to ensure that necessary controls are in place at all levels and all transactions are adequately authorized and reported correctly. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. Significant internal audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board periodically.
Public Deposits
The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 during the year ended 31st March 2023.
Statutory Auditors
Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s. P.B. Vijayaraghavan and Co., Chartered Accountants, Chennai (Firm Regn. No:004721S), had been appointed as the Statutory Auditors of the Company to hold their office for a term of five consecutive financial years commencing from FY 2019-20 to 2023-'24. Auditors' Report
The Statutory Auditors' Report for the Financial Year 2022 - 23 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report.
Share Capital
During the year under review, the Company has neither issued shares with differential voting rights, sweat equity shares and employees stock options nor has it resorted to buy back of its securities.
Annual Return
The Draft Annual Return of the Company is available on the company's website http://svgml.com/index/financial-results.html
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable. There was no foreign exchange inflow or outflow during the year under review.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013, the Company was not required to constitute a CSR Committee and so the CSR Committee was disbanded with effect from September 26,2022.
Change in Directors and Key Managerial Personnel Directors
• The Board of Directors at their meeting held on 13th May, 2022, subject to the approval of members, appointed Sri. S. Muthu Selvam as an Independent Director for a term of 3 years with effect from 13.05.2022 to 12.05.2025. Further, the members in their 15th Annual General Meeting held on 23.05.2022 confirmed the appointment of Sri. S. Muthu Selvam as an Independent Director for a term of 3 years with effect from 13.05.2022 to 12.05.2025
• Smt. S. Valli, Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
• Sri D. Kuppan will be attaining the age of 75 years in May'23 and as per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, for continuing the directorship of any person as a non-executive director who has attained the age of 75 years, a special resolution needs to be passed by the members at General Body Meeting. Hence the Board at its meeting held on May 22, 2023 has recommended to continue his Directorship and accordingly approval of Members is sought by a special resolution.
The profiles of Smt. S. Valli and Sri. D. Kuppan are given separately in the notice of AGM.
Change in Company Secretary
During the year Sri D. Krishnamoorthy, FCA, FCS, was appointed as Company Secretary and Compliance Officer of the Company based on the recommendation of Nomination and Remuneration Committee with effect from 31st October, 2022, due to the resignation of Sri. K. Ramu as Company Secretary and Compliance Officer.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:
Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year
During the year Sri. S. Muthu Selvam was appointed as an Independent Director for a term of 3 years with effect from 13.05.2022 to 12.05.2025.
Committees of the Board, its constitution and details of Meetings of the Board and other Committees of the Board held during FY 2022 - 23:
Brief details are provided in the Corporate Governance Report as per Annexure "C".
Annual Performance Evaluation
In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Chairman, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.
Disclosure of Accounting Treatment
The Company has followed the Accounting Standards specified under Rule 3 and 4 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable, in the preparation of the financial statements.
Policy on Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviours, actual or suspected fraud, or violation of the Company's Code of conduct or ethics policy. The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company's code of conduct. The policy is disclosed on the Company's website www.svgml.com.
Policies
The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required. The following policies have been framed and has been disclosed on the Company's website www.svgml.com
1. Related Party Transaction Policy.
2. Policy on Material Subsidiary.
3. Whistle Blower Policy consisting of Vigil Mechanism.
4. Policy on determination of Materiality of Events or Information.
5. Code of Ethics and Business Principles applicable to Directors and Senior Management
6. Familiarization Program for Independent Directors.
7. Code of Conduct for Prohibition of Insider Trading.
8. Performance Evaluation Policy.
9. Prevention of Sexual Harassment at Workplace
Disclosure in Terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Code of Conduct and Prevention of Insider Trading
The Company has adopted the Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The Code prohibits trading in securities of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Directors, Key Management Personnel and Senior Management Personnel of the Company have confirmed compliance with the code of conduct applicable to them and a declaration to this effect made by the Managing Director is attached to this report. Code of conduct of Board of Directors and Senior Management Personnel are available in Company's website www.svgml.com.
Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014 except to its wholly owned subsidiary company viz., SV Global Finance Private Limited a loan of Rs.17.40 crores and made investment in the Equity Shares of Rs.13.00 crores. Please refer to Notes on accounts on the standalone financial statements for the financial year 2022-23 for details of investment made by the company.
Related Party Transactions
The Audit Committee and the Board of Directors have approved the related party policy and the same has been hosted on the Company's website www.svgml.com. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties.
The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at arm's length basis. There were no materially significant transactions with related parties during the Financial Year 2022 - 23 which were in conflict with the interest of the Company. Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the financial statements. Details of contracts / arrangements with related parties as required under Section 188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in Form AOC-2 and is attached as "Annexure B" (Form AOC-2), which forms an integral part of this Report.
Secretarial Audit Report
Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report for FY 2022-23 in Form No. MR-3 issued by a Company Secretary in practice is enclosed as Annexure "E" and forms an integral part of this report. The report does not contain any qualification, reservation or adverse remark.
Report on Corporate Governance
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI (LODR) Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. As per Regulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate section as "Annexure C" on Corporate Governance practices followed by the Company together with a certificate from a practicing Company Secretary confirming compliances forms an integral part of this report.
The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the SEBI (LODR) Regulations, 2015 for the Financial Year ended 31st March, 2023.
Management Discussion and Analysis
Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report as "Annexure D".
Particulars of Employees
In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to secretarial@svgml.com.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;
c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the annual accounts for the financial year ended 31st March, 2023 on a going concern basis;
e) that the Directors had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and that such internal financial controls are adequate and were operating effectively; and
f) that as required under Section 134(5)(f) of the Companies Act, 2013, the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are reportable to the Central Government
The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.
Declaration by Independent Directors
Pursuant to Section149 (7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Secretarial Standards
The Company has complied with all applicable Secretarial Standards in pursuant to the directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.
Acknowledgements and Appreciation
The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the Shareholders of the Company for their consistent support and continued faith reposed in the Company. The Board would also like to express their deep sense of appreciation to the various Central and State Government Departments, Bankers, Organizations and Agencies, external Professionals associated with the Company for their continued help and co-operation extended by them and last but not the least, to Employees at all levels for their hard work and commitment.