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SVS Ventures Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 17.40 Cr. P/BV 0.52 Book Value (Rs.) 15.54
52 Week High/Low (Rs.) 20/8 FV/ML 10/6000 P/E(X) 232.86
Bookclosure EPS (Rs.) 0.04 Div Yield (%) 0.00
Year End :2024-03 

The Board of Directors are pleased to present its Ninth Annual Report on the operations of SVS Ventures
Limited ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended
March 31, 2024.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2024 is
as under:

LRs. in Lakhs)

PARTICULARS

STANDALONE -

STANDALONE -

FINANCIAL

FINANCIAL

STATEMENTS-YEAR

STATEMENTS-YEAR

ENDED

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 and
before tax

11.65

93.32

Tax Expense:

A) Current Income Tax

3.33

23.5

B) Deferred Tax (Assets)/Liabilities

NIL

Nil

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 "Hetarth
Software Solutions Private Limited" to "EPL Life Science Private Limited" under the Companies Act, 2013
pursuant to a special resolution passed by our shareholders at the EGM held on December 02, 2021 and
had obtained fresh certificate of incorporation dated December 07, 2021 issued by the Registrar of
Companies, 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, 2013
pursuant to a special resolution passed by our shareholders at the EGM held on March 02, 2022 and had
obtained 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 pursuant
to a special resolution passed by our shareholders at the EGM held on May 10, 2022 and consequently
name was changed to "SVS Ventures Limited" vide fresh certificate of incorporation dated June 03, 2022
issued 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 estate
since 2015 and 2014 years, respectively. Our Company and the Erstwhile Proprietary Firm are into the
business of construction and real estate development, focused primarily on construction and development
of residential and commercial projects, in and around Ahmedabad, Gujarat.

In this dynamic and extremely competitive business environment, Mr. Shashikant Vedprakash Sharma
through his business acumen, strategically became the Director-Promoter of SVS Ventures Limited in 2021
and in April 2022, our company entered into a business takeover agreement dated April 26, 2022 with the
Erstwhile 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 innovative
architecture, strong project execution and quality construction. These projects currently cater to and will
continue catering to the middle income and high income group. Currently, our business focuses on
residential villas and apartment development projects. Our residential villas and apartments portfolio
consists of various types of accommodation of varying sizes. Our residential buildings and villas are
designed with a variety of amenities such as security systems, sports and recreational facilities, play areas
and electricity back-up.

Presently, Our Company is promoted by Mr. Shashikant Vedprakash Sharma, who has over 10 years of
experience 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 on
opportunities to build a brand in real estate sector.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend 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 the
Profit 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" and
the Company continues to be in the same line of business as stated in main objects of the existing
Memorandum 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 of
2,15,00,000 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 of
2,13,49,619 equity shares of Rs. 10/- each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM
PUBLIC ISSUE:

In the Financial Year 2022-23, your Company got listed on SME Platform of BSE Limited, and till date of
Board's Report Company has utilized funds in the objects as stated in offer document and there were no
deviations or variations in utilization of funds raised from the public

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed
dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125
of 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

Non-Executive and Independent Director

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 the
Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends
the re-appointment of Mr. Sharma.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet
with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies
Act, 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 which
may affect their status as independent director during the year and they have complied with the code
of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies
Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and
Declaration 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 (Listing
Obligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & Associates
Practising Company Secretary, Ahmedabad is annexed along with the Form MR-3 at
"Annexure C".

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, 10 Board meetings were held. The intervening gap between two meetings
was not more than 120 days. The details of attendance of each Director at the Board Meetings during the
year are as under:

Name of Directors

Designation

No. of Board
meeting
(eligible
to attend during
the tenure)

No. of Board
meeting
attended

Shashikant Vedprakash Sharma

Managing Director

10

10

Sumitkumar Jayantibhai Patel

Non-Executive
Independent Director

10

10

Avni Chouhan

Non-Executive
Independent Director

10

10

Sunny Surendrakumar Sharma

Non-Executive Director

10

10

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number
of 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.

COMMITTEES OF THE BOARD OF DIRECTORS:

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

1. Audit Committee:

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) 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 Audit Committee comprises following members.

Name of the Director

Designation in the
Committee

Nature of Directorship

Sunny Surendrakumar Sharma

Chairman

Non-Executive Director

Avni Chouhan

Member

Non-Executive Independent Director

Sumitkumar Jayantibhai Patel

Member

Non-Executive Independent Director

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of
the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to
the shareholders in any matter relating to financial statements. The scope and function of the Audit
Committee and its terms of reference shall include the following:

(i) Terms of reference of the Audit Committee is as under:

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance
with 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 information
to ensure that the financial statement is correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal 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 for
approval, 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 board
for 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 other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring 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 audit
process;

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 the
internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and 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 there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as 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 and
background, 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 particularly
the head of the finance function) to be present at the meetings of the committee, but on occasions it
may also meet without the presence of any executives of the Issuer. The finance director, head of
internal audit and a representative of the statutory auditor may be present as invitees for the meetings
of 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 by
management;

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 to
review by the Audit Committee.

The recommendations of the Audit Committee on any matter relating to financial management, including
the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of
the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting
and 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.

(ii) Meetings and Attendance:

During the year 2023-24, four meetings of the Committee were held all of which were attended by all
members.

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies
Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) 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 Remuneration
Committee comprises the following members:

Name of the Director

Designation in the Committee

Nature of Directorship

Sunny Surendrakumar Sharma

Chairman ^

Non-Executive Director

Avni Chouhan

Member

Non-Executive Independent Director

Sumitkumar Jayantibhai Patel

Member

Non-Executive Independent Director

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 a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial 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 senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual
Report;

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 and
performance 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.

(i) Meetings and Attendance:

During the year 2023-24, one meetings of the Committee were held all of which were attended by
all members.

(ii) Nomination and remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and
Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said
policy 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 Key
Managerial 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 Schedule
IV to the Act;

iv. Possess qualification, experience, capability and knowledge commensurate with the
functional 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: The
incumbent 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 letter
of appointment in accordance with the guidelines provided under the Act;

4. Succession Planning - The Committee shall establish and review succession plans of the
Board, Key Managerial Personnel and Senior Management Employees.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings
of Board and its Powers) 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 constituted Stakeholders Relationship Committee comprises the following members:

Name of the Director

Designation in the
Committee

Nature of Directorship

Sunny Surendrakumar Sharma

Chairman

Non-Executive Director

Avni Chouhan

Member

Non-Executive Independent Director

Sumitkumar Jayantibhai Patel

Member

Non-Executive Independent Director

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 of
section 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, annual
report, 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 above
powers; and

7) Carrying out any other function contained in the SEBI (LODR) Regulations as and when amended from
time to time.

(i) Meetings and Attendance:

During the year 2023-24, one meetings of the Committee were held all of which were attended
by all members.

4. Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on
November 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:

Name

Designation in the
Committee

Nature of designation

Mr. Tarungiri Goswami

Member

Employee

Mr. Sunil Kanubhai Patel

Member

Employee

Mrs. Manjulaben Natvarlal Patel

Member

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 sexual
harassment, exploitation or intimidation.

2) Every employee is made aware that the Company is strongly opposed to sexual harassment and that
such 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 which
may 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 a
report with the findings.

9) To redress complaints of sexual harassment by taking appropriate remedial measures to respond to any
substantiated allegations of sexual harassment.

10) To protect the interests of the victim, the accused person and others who may report incidents of sexual
harassment, confidentiality will be maintained throughout the investigatory process to the extent
practicable and appropriate under the circumstances.

11) To ensure all records of complaints, including contents of meetings, results of investigations and other
relevant material kept are confidential by the Company except where disclosure is required under
disciplinary 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 and
therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD
AND 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 the
Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual
evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual
evaluation 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 Board
as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and
Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration
Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors
was held on March 30, 2024 to consider the performance evaluation in accordance with Schedule IV of the
Companies Act, 2013.

The performance of the Board is evaluated based on composition of the Board, its committees, performance
of duties and obligations, governance issues etc. The performance of the committees is evaluated based on
adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and
effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in
terms of adherence to code of conduct, participation in board meetings, implementing corporate governance
practices 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 EARNINGS
AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo
stipulated 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 the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of 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 the
Company 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 (ICAI
Firm Registration No. 107707W), as Auditors of the Company from Annual General Meeting ("AGM") of the
Company 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 therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the
Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were
no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.

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 the
Board, 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 Secretarial
Audit for the year 2023 - 2024. The Secretarial Audit Report for the year ended March 31, 2024 is annexed
herewith as
"Annexure C" to this Board's Report. The secretarial audit report does not contain any
qualifications, 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 the
Company 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 impacting
the 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 the
Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest
of 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 OF
THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, are
disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared
for 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 occurred
between the end of the financial year of the Company to which the Financial Statements relate and the
date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section
134 of the Companies Act, 2013, which states:

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 have 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 as at the end of the financial year and of the profit /loss of the Company
for that period;

c) the Directors have 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) 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 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and
nature 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 the
performance 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 issued
by 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's
length basis and in the ordinary course of business. Further, details of material related party transactions
as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of
this 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 with
rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on
the 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 Company
addresses complaints of sexual harassment at the all workplaces. The Company has complied with the
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there
were 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 key
business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors
of the Company.

AV v

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of
Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and
Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct. The Company provides adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of employees and the Company. The Board has
approved the policy for vigil mechanism which is available on the website of the Company at
http://svsventures.co.in/wp-content/uploads/2022/07/Whistle-Blower-Policv.pdf.

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive
Staff 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


 
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