| The Directors have pleasure in presenting their 29th Annual Report on
the business and operations of the Company and Audited Statement of
Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the stand alone financial
statements of the Company.
(R 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 beneft 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. 80,00,000 (excluding dividend distribution
tax as applicable) for the year ended on 31st March, 2015.
3. RESERVES:
The Board of Directors have decided to transfer Rs. 2,15,000 to General
reserve.
4. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form
MGT-9, as required under 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- I and 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 last financial year.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and
loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) 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 the Company 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 provisions of 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 year 2014-2015:
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
the Company, in terms of provisions of Section 149(1) of the Companies
Act, 2013 read with Clause 49 of the Listing Agreement.
However, there were no Resignations from the Board of Directors during
the financial year.
8. PARTICULARS OF EMPLOYEES:
- The information required pursuant to Rule 5 (1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure III to the Directors Report.
- Particulars of employees drawing remuneration in excess of limits
prescribed under Section 134 (3)(q) read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 :
There are no employees drawing remuneration exceeding Rupees. 60 Lacs
per annum if employed throughout the financial year or Rupees 5 Lacs
per month if employed for part of the financial year or draws
remuneration in excess of Managing Director or Whole time Director or
Manager and holds by himself or along with his spouse and dependent
children, not 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 Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration, Risk Management and Stakeholders Relationship Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board cultures, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgments safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
11. DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 has been received by the Company.
12. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. 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; offer themselves for reappointment for a period of
three years from the conclusion of this Annual General Meeting [AGM]
till the conclusion of the Annual General Meeting to be held in the
year 2018.
The report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
14. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules made there
under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have
been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditors is enclosed as Annexure IV to this report. The
report is self-explanatory however the Company has initiated necessary
steps to comply with various non-compliances as per the provisions of
various statute mentioned under the Secretarial Audit Report.
15. VIGIL MECHANISM:
Pursuant to the provisions of sub-section (9) and (10) of Section 177
of the Companies Act, 2013, a Vigil Mechanism for Directors and
employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company at
www.svartcorp.in
16. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee is required under section 177 (8) of the
Companies Act, 2013.
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 the financial position of the Company, which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
18. The Risk management Policy has been uploaded on the website of the
Company at www.svartcorp.in. There were no risks identified during the
year under review which would threaten the existence of the Company.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material 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 THE COMPANIES ACT, 2013:
During the year under review, the Company has not made any loans,
guarantees or investments 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 with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto is disclosed in 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 the line with this policy, the Board of Directors
strongly believes that it is very important that the Company follows
healthy Corporate Governance practices and reports to the shareholders
the progress made on the various measures undertaken. The Corporate
Governance certificate from Practicing Company Secretaries regarding
compliance of conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is annexed 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 products market. From here on, there will be a slow but steady
growth in the market place. Our efforts in three directions should
yield very good results in the coming years. Corporate gifting as a
segment is continuously giving us better results year after year. Our
exports to the US are getting more value added and catering to a niche
clientele. With the US economy and consumer confidence increasing, we
are confident of doing better in that market in the future. In India,
we are delighted to report that our regular customers continuously keep
coming back to us for their gemstone requirements. This gives us
confidence 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 are confident of delivering good results due to
having a strong and loyal customer base as well 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 estate market. With the new government taking a lot of
initiatives to revive the corporate activity in the country, there is a
general and upbeat sentiment that we could see growth returning to this
industry in 2015-16. Unlike the residential real-estate market, which
has seen softness only since last year, the commercial real estate
market has been depressed for the last five years. As per the cycle and
time theory, we feel the revival in this industry is just round the
corner. Needless to say, we see a better performance for 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 workplace as required under the Act.
The following is a summary of sexual harassment complaint received or
dispose of during the year 2014-15.
- No. of Complaint received : NIL
- No. of Complaint disposed off : NIL
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In the view of the nature of the Company, Rule 8 of Company (Accounts)
Rules, 2014 concerning conservation of energy and technology absorption
respectively are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the total foreign exchange used was Rs.
43.97 lacs and the total foreign exchange earned was Rs. 26.95 lacs.
27. 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:
No significant or material orders were passed by the regulators or
courts or Tribunals which 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
the Company's shares are being traded. The Company confirms that it has
paid the Annual Listing Fees for the year 2014-2015 to BSE Limited
where the Company's Shares are listed.
29. ACKNOWLEDGEMENT:
We record our gratitude to the Banks and others for their assistance
and co-operation during the year. We also wish to place on record our
appreciation for the dedicated services of the employees of the
Company. We are equally thankful to our esteemed investors for their
co- operation extended to and confidence reposed in the management.
Registered Office: By Order of the Board
303, Tantia Jogani Industrial Estate, Swasti Vinayaka Art And
J. R. Boricha Marg, Lower Parel, Heritage Corporation Limited
Mumbai - 400 011.
Date: May 30, 2015 Ramprasad Poddar
Place: Mumbai Chairman |