DIRECTOR'S REPORT To, The Members Svam Software Ltd. Your Directors have pleasure in presenting the 23rd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2015. The profit after tax of the company is 'Rs 2, 33,984/- during current financial year. BUSINESS REVIEW The turnover of the company during the year 2014-15 is Rs. 92,480/- as compared to Rs. 8, 15,74,343/- lacs during the immediately preceding financial year. However, profit before tax is Rs. '116,543/- lacs during the current financial year as compared to Rs. 219094/- lacs during the immediately preceding financial year. FUTURE OUTLOOK The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present the government has ushered in era of hope and development, and a vision to create a robust economy for India. An initiative that has particularly galvanized the entire country id 'make in India' led by our Hon'ble Prime Minister. Under this Campaign Government has taken a lot of reforms to uplift the market and the management is also quite positive about the future market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time. DIVIDEND Keeping in view need to conserve resources for growth of the Company, your Directors are constrained not to recommend any dividend for the year under review. PUBLIC DEPOSIT SCHEME During the year, your Company has not accepted any deposits within the meaning of the provision of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. CORPORATE GOVERNANCE Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements. A certificate from the auditors of the company M/s Deepak I P Agarwal & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report. BOARD OF DIRECTORS Your board has a Non-Executive Chairman and the number of Independent Directors is one third of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following four directors: 1. Mr. Rajeev Garg (Managing Director & Executive ); 2. Mr. Harshwardhan Koshal ( Non Executive Independent); 3. Neeraj Khetarpal ( Non-Executive Independent) (resigned w.e.f 13th April, 2015) 4. Mr. Virender Gupta ( Non-Executive Independent) (appointed w.e.f 15th May, 2015) 5. Mr. Sudhir Kumar Agarwal ( Non Executive); and 6. Mrs. Manisha Agarwal ( Non Executive ) DIRECTORS RESPONSIBILITY STATEMENT Pursuant to section 134(5) of the Companies ACT, 2013, it is hereby confirmed: 1. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review. 3. 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4. That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis. 5. The Directors had laid down internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. 6. The Director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively. AUDITORS AND THEIR REPORT M/s Deepak I P Agarwal & Company and M/s Naresh Gupta & Associates have been appointed as the Statutory Auditor and Secretarial auditor respectively for the Financial Year 2014-15. Reports issued by the Statutory Auditor on the Financial Statement for the Financial Year ended 31st March, 2015 by the Secretarial Auditor on the Verification of Secretarial and Compliance records of the Company for the Financial year ended 31st March, 2015 do not contain any qualification, reservation or adverse remark or disclaimer. SUBSIDIARIES As on 31st March 2015, the Company has three Wholly Owned Subsidiary namely Deby Exim Limited, Apron Estates Limited and Phoebe Infotech Limited respectively. Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards. CONSOLITED FINANCIAL STATEMENT As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and the provision of the Listing Agreement with the Stock Exchange, forms a part of this annual Report. The Auditor's report on the Consolidated Financial Statement is also attached. The same is unqualified. A statement pursuant to the provisions of the Section 129 (3) of the Companies Act, 2013 read with relevant rules in the prescribed form AOC-1, showing financial highlights of the subsidiary companies is attached to the consolidated financial statements and therefore not repeated here for the sake of brevity. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Detailed review by the management of the operations, performance and future outlook of the Company and its business pursuant to clause 49 of the Listing agreement is presented in a separate section- Manangement Discussion and Ananlysis, which form a part of this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO The information pertaining to conservation of energy, technology absorption, foreign exchange earnings & outgo, as required under the Companies Act, 2013, read with the Draft Companies Rules, 2014 is given as per Annexure of the Directors Report. PARTICULARS OF EMPLOYEES As required under section 197(12) of the Companies Act, 1956 read with the rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a and Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2015. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm length basis. During the year, the company has not entered into any contracts / arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The prescribed form AOC-2 is enclosed as Annexure and forms part of the report. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the code. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. APPRECIATION The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time. By the Order of the Board For SVAM SOFTWARE LIMITED Rajeev Garg (Managing Director) Manisha Agarwal (Director) Dated: 01/09/2014 Place: Delhi |