| Dear Members,
Your Directors have pleasure in presenting this Annual Report of your
Company together with the Audited Statements of Accounts for the year
ended March 31, 2015.
Some of the members had expressed displeasure on the style of working
of the previous Board of Directors and filed a Company Petition before
Company Law Board for their ouster from the Company citing Oppression
and Mismanagement.
The Company Law Board vide its order dated December 11, 2013 directed
an Extraordinary General Meeting to be held on January 11, 2014. In the
said meeting, members removed all the then Directors of the Company and
appointed 3 new directors on the Board. The said appointment and
removal was confirmed by the Company Law Board, Principle Bench, New
Delhi vide its order dated April 4, 2014.
The Old Board had also irregularly allotted 1,08,44,426 Equity Shares
to themselves, their relatives and associate company on May 8, 2013 and
2,97,00,000 Equity Shares to another associate company on August 5,
2013. The said shares have been cancelled by the Company Law Board,
Principle Bench, New Delhi vide its order dated June 4, 2015.
The old board did not handover the old records of the Company. Hence,
the new Board filed a Company Petition No. 10 of 2014 for handover of
old records and for cancellation of irregular allotments. Company Law
Board, Principle Bench, Delhi vide its order dated June 4, 2015
directed the old Board of directors to forthwith handover all records
to the new Board. The Company is yet to receive any records from the
old board.
(Rs. in Lacs)
Year Ended Year Ended
Financial Results 31.03.2015 31.03.2014
Income - -
Profit before Tax (7.58) (3.09)
Less : Provision for Taxation - -
Profit after Tax (7.58) (3.09)
Add : Profit brought forward from Previous
Year
Balance carried forward (7.58) (3.09)
DIVIDEND
As there was no income in the year under review the Company expresses
its inability to give any dividend for the year under review.
REGISTERED OFFICE
The members of the company have approved the Shifting of Registered
Office of the Company from 3, Prime Rose, Near Airtel Gallery,
Lokhandwala Complex, Andheri (West), Mumbai - 400 053 to Office No.8,
Rainbow House, Above Idea Showroom, Opp Deepak Hospital, Savedi,
Ahmednagar - 414 003. The resolution was approved by the members on
January 23, 2015 through Postal Ballot. The said shifting is subject to
the approval of Central Government.
BUSINESS SEGMENT
Your Company primarily operates in the business segment of mining and
trading.
RISK & CONCERNS
Subsequent to the Company Law Board, Principle Bench, Delhi vide its
order dated June 4, 2015, the company is trying to recover from its
financial mess done by its old board. The Board is confident of its
recovery. The company has complained to Economic Offence Wing regarding
misappropriation of funds and is also in the process of reporting the
same to Serious Fraud Investigation Office.
OPPORTUNITIES
The overall downturn in the fuel prices will only benefit the company
and lower the operational cost of the company.
THREATS
The Board of directors perceives that competition from established
players and change in government policies as major threats. These
coupled with Price volatility, Trade policy uncertainties and
Environmental concerns also possess its own challenges.
The Company business is of cyclic nature which has its own problems.
OVERVIEW
SVC Resources Limited (SVC) is a BSE listed company. SVC is a
professionally managed Company with the Board Members having rich and
varied experience in Exploration, Mining, Processing, Trading, Finance
and other fields.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The present internal control systems are commensurate with its size.
SUBSIDIARY
As per records available from BSE Website and MCA Website, Company has
only one overseas subsidiary SVC Resources FZC, Sharjah, UAE. However,
the company has no records pertaining to its subsidiary. Hence,
subsidiary accounts are not enclosed.
PUBLIC DEPOSITS
As the Old Board has not handed over the books of accounts, statutory
records and minutes book, the company is not in a position to ascertain
acceptance of public deposits. Company Law Board, New Delhi, vide its
order dated June 4, 2015 has directed the old board to handover books
of accounts and other records to the new board. However, the old board
is yet to hand over the same.
DIRECTORS
During the year under review the following directors were removed by
the members in their Extraordinary General Meeting held on January 11,
2014 and confirmed by Company Law Board, Principle Bench, Delhi vide
its order dated April 4, 2014
1. Ashok Gupta
2. Akshat Gupta
3. Vinod Bansal
4. Vinay Poddar
5. Siddharth Bihani
6. Abhijeet Mittal
7. Kunal Raheja
The members appointed the following directors in their Extraordinary
General Meeting held on January 11, 2014 and confirmed by Company Law
Board, Principle Bench, Delhi vide its order dated April 4, 2014:
1. Mr. Zalak Shah
2. Mr. Om Prakash Chugh
3. Dr. Riyaz Khan
The Board of Directors appointed Mr. Mohammed Ali as Managing Director
in their Meeting held on April 9, 2014.
Pursuant to successful completion of voluntary Open Offer given by
Lorgan Lifestyle Limited to the members of SVC as per SEBI (Substantial
Acquisition of Shares and Takeover) Regulation, 2011, Mr. Rajesh Baheti
has been appointed as Chairman of the Company in the Board Meeting held
on October 7, 2014 and Lorgan Lifestyle Limited became the new promoter
of the company.
Mr. Rajesh Baheti, Chairman is liable to retire by rotation and being
eligible, has offered himself for re-appointment.
Mr. Mohammed Ali's re-appointment as Managing Director is subject to
approval of members in the ensuing Annual General Meeting.
CORPORATE GOVERNANCE
Pursuant to SEBI Circular, compliance of Corporate Governance is not
mandatory. However, the company has complied with the provisions of
Clause 49 of the Listing Agreement.
A separate section on Corporate Governance forms part of the Directors'
Report and certificate from your Company's Auditors on Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is
included in the Annual Report.
HUMAN RESOURCES
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company's
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organisation.
AUDITORS
Statutory Auditors
M/s D N Khatri, Chartered Accountants were appointed as Statutory
Auditor of the Company in the previous AGM held on August 28, 2015 and
their term expires at the ensuing AGM, being eligible, the Board has
recommended their re- appointment.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Companies (Appointment and Remuneration of Managerial Person)
Rules, 2014, the Company has appointed M/s Ramesh Chandra Bagdi &
Associates to undertake the Secretarial Audit of the Company.
In terms of provisions of Section 204(1) of the Companies Act, 2013,
Secretarial Audit Report is annexed to this Board Report.
COMMENTS ON AUDITORS' REPORT:
The notes referred to in the Auditors' Report are self explanatory and
as such they do not call for any further explanation.
PARTICULARS OF EMPLOYEES
The Company has no directors or employees who are in receipt of
remuneration exceeding the sum prescribed under section 197 of the
Companies Act, 2013 read with Rule (5) of Companies (Appointment and
Remuneration of Managerial Person) Rules, 2014
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholders' Relationship Committee, including the Chairman of the
Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company. 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo as required under
section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
As the Old Board has not handed over the books of accounts, statutory
records and minutes book, the company is not in a position to confirm
and ascertain the genuineness of various balances and advances shown in
the Annual Report for the year ended March 31, 2013.
The accounts for the current year has been prepared on the basis of
Bank Statements and records available in public domain.
Company Law Board, Principle Bench, New Delhi, vide its order dated
June 04, 2015 has directed the old board to handover books of accounts
and other records to the new board. However, the old board is yet to
hand over the same.
Pursuant to Section 134 of the Companies Act, 2013 the Directors state
that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) Appropriate accounting policies have been selected and applied
consistently and have 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 March 31, 2015 and of the profit and loss of the
Company for the year ended March 31, 2015;
(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively;
(f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the
Directors and Employees to report genuine concerns. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of persons
who use the Vigil Mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases.
CORPORATE SOCIAL RESPONSIBILITY
The Company has incurred loss in the year under review. Hence, the CSR
Provisions does not apply to the company.
RELATED PARTY TRANSACTIONS
No transactions were carried out between any of the related parties in
the year under review.
RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
creating a Risk Register, identifying internal and external risks and
implementing risk mitigation steps.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all your
Company's employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Government and
Statutory Authorities for their continued support.
Place: Mumbai For and on behalf of the Board
Date: September 02, 2015 For SVC Resources Limited
Rajesh Baheti
Chairman | 