SW Investments Limited
Your Directors take the privilege of presenting the 36th Annual Report of the Companyon the business and operations of the Company together with the Audited Statement ofAccounts for the year ended 31st March 2016.
The Company's performance during the financial year ended 31st March 2016 as comparedto the previous financial year is summarized below:
(Rs. In Lacs)
|PARTICULARS ||For the year ended on 31.03.2016 ||For the year ended on 31.03.2015 |
|Revenue from operations ||47.99 ||50.89 |
|Other Income ||0.87 ||0.31 |
|Total Revenue ||48.86 ||51.20 |
|Total Expenditure ||13.32 ||21.83 |
|Profit before tax (PBT) ||35.54 ||29.37 |
|Less: Income Tax Provision || || |
|Excess/(Short)provision for tax ||0.40 ||0.00 |
|Current Tax ||10.80 ||9.03 |
|Deferred Tax ||(0.00) ||- |
|Profit before minority interest ||24.34 ||20.33 |
|Less: Minority interest ||-- ||-- |
|Profit After Tax ||24.34 ||20.33 |
|Balance brought forward from previous year ||92.38 ||77.47 |
|Surplus available for Appropriation ||116.73 ||97.80 |
|Less: Appropriations || || |
|Proposed equity dividend ||4.50 ||4.50 |
|Tax on proposed equity dividend ||0.92 ||0.92 |
|Statutory Reserve Fund ||-- ||-- |
|Transfer to Capital Reserve ||-- ||-- |
|Surplus carried to Balance Sheet ||111.32 ||92.39 |
During the year under review the total revenue earned is Rs. 4886100/- compared toprevious year's revenue of Rs. 5119605/-. The profit before tax stands at Rs.3553963/- as compared to Rs. 2936604/- during the previous year.
Your Directors are pleased to recommend a final dividend of Rs. 0.50/- per Equity shareon 900000 Equity Shares of Rs. 10/- each amounts to Rs. 450000/- (Rupees Four LakhFifty Thousand Only) including dividend distribution tax of Rs. 91610/- out of theprofits of the Company for the financial year 2015-16 for the approval of shareholders.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves out of the profitsearned during the Financial Year 2015-16.
During the year under review the Company has not allotted any Equity Shares thus thepaid up Equity Share Capital of the Company remains the same. Also the Company has notissued shares with differential voting rights and sweat equity shares.
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATECOMPANIES
The Company does not have any Subsidiary/Joint Venture/Associate Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the notes to the Financial Statements of theCompany.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of section 152 of the Companies Act 2013 Mr. PankajJain (DIN-00048283) Director of the Company retire by rotation and being eligible seeksre-appointment at the ensuing Annual General Meeting. The Board recommends hisre-appointment.
Mrs. Vandana Kacholia (DIN: 07195330) resigned as Company Secretary on 14th August2015 and she resigned as Director of the Company on 9th November 2015.
Mrs. Lalitha Cheripalli (DIN-07026989) is appointed as an Additional Director of theCompany in the meeting of Board of Directors held on 9th November 2015. Mrs. Cheripalliholds office of directorship upto the ensuing Annual General Meeting of the Company. YourDirector recommends her appointment as Director in the forthcoming AGM of the Company.
Ms. Mayuri Jain was appointed as Company Secretary on 9th November 2015 and sheresigned on 5th February 2016.
On the recommendation of Board and Nomination and Remuneration Committee Ms. SapnaPatel was appointed as Company Secretary on 12th February 2016.
DECLARATIONS BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Erstwhile Clause 49 of the Listing Agreement).
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
The Board of Directors met 4 (four) times during the financial year ended March 312016 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The Directors actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time. Furtherdetails of the meetings of Board are given in the Report on Corporate Governance formingpart of this Annual Report.
Directors' Responsibility Statement
In terms of section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312016 the Board ofDirectors hereby confirms that:
1. in the preparation of the annual accounts for the year 2015-16 the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures;
2. such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the Financial Year under review and of the Profitsof the Company for that period;
3. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts of the Company have been prepared on a going concern basis;
5. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
6. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
An Audit Committee is in existence in accordance with the provisions of section 177 ofthe Companies Act 2013 and the Listing Regulations. Kindly refer section on CorporateGovernance under the head 'Audit Committee' for matters relating to constitutionmeetings functions of the Committee.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of subsection (3) of section 178 and the Listing Regulations. Kindly refersection on Corporate Governance under the head 'Nomination and Remuneration Committee'for matters relating to constitution meetings functions of the Committee and theremuneration policy formulated by this Committee.
Corporate Social Responsibility Committee
The provisions of section 135 of the Companies Act 2013 are not applicable to theCompany hence the Company is not required to develop and implement any Corporate SocialResponsibility initiatives.
Other Board Committees
For details of other board committees viz. Stakeholder's Relationship Committee andothers kindly refer to the section on Corporate Governance.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects. The Board of Directors has expressed their satisfaction with the evaluationprocess. The overall performance of the Board was satisfactory.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
Vigil Mechanism / Whistle Blower Policy
In compliance with provisions of section 177(9) of the Companies Act 2013 read withRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Erstwhile Clause 49 of the Listing Agreement) your Company has established a VigilMechanism which includes whistle blower policy for Directors and employees to reportgenuine concerns to the management of the Company. The whistle blower policy of theCompany is posted on the website of the Company and may be accessed at www.sw1india.com.
The Company's management systems organisational structures processes standards codeof conduct and behaviors together form the system that governs how the Group conducts thebusiness of the Company and manages associated risks.
The approach is based on a clear understanding of the variety of risks that theorganisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
RELATED PARTY TRANSACTIONS
There are no related party transactions entered into by the Company during thefinancial year hence there is no need to furnish form AOC-2.
PARTICULARS OF EMPLOYEES
The information as required under the provisions of section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in MGT 9 attached hereto which forms part of thisreport.
During the Financial Year 15-16 there were no persons employed for a part of thefinancial year who were in receipt of remuneration of not less than Rs. 5 lakhs p.m.
However in accordance with the provisions contained in the proviso to section 136(1)of the Companies Act 2013 the particulars relating to other employees of the Company arenot being sent as a part of this Annual Report. Any Member interested in obtaining a copyof the same may write to the Company Secretary at the registered office of the Company.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
The internal financial controls with reference to the financial statements wereadequate and operating effectively. POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS
The Company conducted Postal Ballot during the period under review to seek approval ofthe Members by way of special resolution under section 186 of the Companies Act 2013 toprovide loans or give guarantee or to make further investment or provide security by theCompany which was duly passed and approved by the members of the Company with requisitemajority on 15th July 2015.
A) STATUTORY AUDIT
In compliance with provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s MBAH & Co. Chartered AccountantsMumbai (Firm Registration No.121426W) who are Statutory Auditors of the Company arerecommended for ratification by the shareholders to audit the accounts of the Company whowere appointed for a term of 5 years on 29th September 2015 subject to ratification bythe shareholders at every AGM of the Company. The appointment would be within the limitsprescribed under section 139 of the Companies Act 2013.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by Statutory Auditor.
B) SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has re-appointed Veeraraghavan N. (Membership No. A6911) CompanySecretary in Practice to undertake the Secretarial Audit of the Company. Secretarial AuditReport for the financial year 2015-16 issued by him in the prescribed form MR-3 is annexedas "Annexure A" to this Report. In respect of the observation made by theauditor in the report Directors would like to state that the Company is in process ofappointing CFO and Whole Time Director of the Company.
Other disclosures as per provisions of section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of activities the Company is engaged into the Company is notrequired to furnish information as required under the provisions of section 134(3)(m) ofthe Companies Act 2013 read with the rule 8(3) of the Companies (Accounts) Rules 2014.
Foreign Exchange Earnings and Outgo are as follows:
|i) Foreign Exchange Earned: ||Rs. NIL |
|ii) Foreign Exchange Outflow: ||Rs. NIL |
Information required under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2014
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. YourCompany has a policy and framework for employees to report sexual harassment cases atworkplace and the process ensures complete anonymity and confidentiality of information.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
All documents including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members. A member shall be entitled to request forphysical copy of any such documents.
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Erstwhile Clause 49 of the Listing Agreement) is not applicable to theCompany but for better corporate practices a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report as required by the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been separately furnishedin the Annual Report and forms a part of the Annual Report.
ACKNOWLEDGEMENT AND APPRECIAITON
Your Directors would like to express their sincere appreciation and gratitude for theco-operation and assistance from its shareholders bankers regulatory bodies and otherbusiness constituents.
Your Directors also wish to place on record their deep sense of appreciation for thecontribution and commitment made by every member of the Company.
For and on Behalf of the Board of Directors
|Mr. Kamalkishor Vyas ||Mr. Pankaj Jain |
|Director ||Director |
|(DIN:00008898) ||(DIN:00048283) |
|Mumbai 30th May 2016 || |