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Swadeshi Industries & Leasing Ltd.

BSE: 506863 Sector: Industrials
NSE: N.A. ISIN Code: INE716M01026
BSE LIVE 15:29 | 18 Aug 6.34 -0.12
(-1.86%)
OPEN

6.34

HIGH

6.34

LOW

6.34

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.34
PREVIOUS CLOSE 6.46
VOLUME 1113
52-Week high 8.02
52-Week low 2.44
P/E 634.00
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.34
Sell Qty 1690616.00
OPEN 6.34
CLOSE 6.46
VOLUME 1113
52-Week high 8.02
52-Week low 2.44
P/E 634.00
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.34
Sell Qty 1690616.00

Swadeshi Industries & Leasing Ltd. (SWADESHIINDS) - Director Report

Company director report

DIRECTORS’ REPORT

[(Disclosure under Section 134(3) of the Companies Act 2013) {Read With Companies(Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 32nd Annual Report of your Company and theAudited Financial Statements for the period ended 31st March 2016.

1. FINANCIAL RESULTS:

(in Lacs)
Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Revenue from Operations 49.78 1280.47
Profit before Depreciation & Amortization 12.16 19.77
Depreciation & Amortization NIL NIL
Profit / (Loss) before taxation 12.16 19.77
Provision for taxation (incl. deferred tax) 3.76 NIL
Profit/ (Loss) for the year carried to Balance Sheet 8.40 19.77

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company revenue from operations stood at Rs. 49.78Lacs as against Rs. 1280.47 Lacs in the previous year. The Company has earned a Net profitof Rs.8.40 Lacs as compared to the Profit of Rs. 19.77 Lacs during the previous accountingyear.

3. DIVIDEND:

To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.

4. RESERVES:

The whole profit after tax has been transferred to P&L surplus. There is no amountthat has been proposed to be carried to any other reserves.

5. LOANS GUARANTEE & INVESTMENTS:

The Company has given Corporate Guarantee 200.00 Lacs bank for the credit facilitiesgranted by them to M/s. Park View Developers a Partnership Firm where the Company is aPartner. Further during the year under review the Company has not taken any Loan madeinvestment as per provisions of Section 186 of the Companies Act 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at Large. Hence no separate annexure in Form No. AOC -2in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules2014 is given.

8. SHARE CAPITAL:

During the year there is no change in the company’s share capital.

9. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A) Changes in Directors and Key ManagerialPersonnel

During the year under review Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468) andMs. Krishna Kamalkishor Vyas (DIN 07444324) Additional Director appointed in the BoardMeeting held on 10th February 2016 are proposed to be appointed as anIndependent Director of the Company w.e.f 10th February 2016 and 19thFebruary 2016 respectively who shall not be liable to retire by rotation in respect ofwhom the Company has received notice proposing his/her candidature under Section 160 ofthe Companies Act 2013 along with requisite deposit for a tenure of 5 years. The Boardcommends his/her appointment as an Independent Director to the members.

Mr. Kamal Kishor Hari Kishan Vyas (DIN 06794961) Mr. Amitkumar Vinod Agarwal (DIN06406596) and Mrs. Leela Devi Sanklecha (DIN 06832283) resigned from Board w.e.f 10thFebruary 2016.

Mr. Gourav Jain (DIN 06794973) who is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible seek reappointment pursuant to Section 152 ofthe Companies Act 2013

B) Declaration by an Independent Director(s) and re-appointment if any

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

11. RISK MANAGEMENT POLICY:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the period arisk analysis and assessment was conducted and no major risks were noticed.

12. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and the ListingAgreement/Regulations the Board has carried out an annual performance evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration and other Committees. The same is found to besatisfactory

13. BOARD MEETINGS:

During the period under review the Company has conducted 4(Four) Board Meetings on 28thMay 2015 10th August 2015 06th November 2015 and 10thFebruary 2016 .

14. AUDITORS:

M/s. Motilal & Associates Chartered Accountants Mumbai retiring Auditors doesnot offer themselves for re-appointment. Further the Board in their meeting held on 27thMay 2016 decided to appoint M/ s. Dhawan & Co. Chartered Accountants who has giventheir consent to act as Statutory Auditors and being eligible to appoint. Members arerequested to appoint the auditors and to fix their remuneration. There are noqualifications contained in the Auditors Report and therefore there are no furtherexplanations to be provided for in this Report.

15. SECRETARIALAUDIT:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2015-16 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2015-16 forms part of the Directors’Report as Annexure 1. The management replies to the observation of the SecretarialAuditors are as under:

Auditors Observation Reply of Management
The Company has not appointed a Whole-time Company Secretary as required pursuant to section 203 of the Companies Act 2013 not appointed Company Secretary as Compliance Officer under regulations 6(1) of the SEBI (Listing Obligations and Disclosure The Company is searching for a suitable candidate and shall appoint the Whole-time Company Secretary on finding right candidate.
Requirements) Regulations 2015. the company has received Letter from BSE limited regarding suspension of trading in equity shares. The company is in process to respond to the competent authority for the same.

16. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in nature of business.

17. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position ofthe Company from the date of closure of financial year till the signing of Accounts.

18. 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:

The company has received Letter from BSE limited regarding suspension of trading inequity shares. The Company has taken necessary steps and the same is been process.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors subscribe to the Directors Responsibility Statementand state that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section92 of the Companies Act 2013 an extract of the annual return in form No MGT – 9 isappended as Annexure 2 of the Board’s Report.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS

AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserveenergy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy.

iii. The capital investment on energy conservation equipments:

Not applicable

B. Technology absorption:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore notechnology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company. iv. The expenditure incurred onResearch and Development: Nil C. Foreign exchange earnings and Outgo:

Total Foreign Exchange Earnings and Outgo : Rs NIL

22. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable as the Company is not falling under the said parameters.

23. NOMINATION AND REMUNERATION COMMITTEE:

On 10th February 2016 Mr. Kamalkishore Harikishan Vyas and Mr. AmitkumarVinod Agarwal resigned so they ceased to be Member of the Committee and on 10thFebruary 2016 at its Board Meeting held had reconstituted the Committee. The Nominationand Remuneration Committee under Section 178 of the Companies Act 2013 comprises of Mr.Amit Kumar Independent Director as the Chairman of the committee and Ms. KrishnaKamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director asother members of the Committee. The Committee has framed a policy to determine thequalification and attributes for appointment and basis of determination of remuneration ofall the Directors Key Managerial Personnel and other employees.

24. AUDIT COMMITTEE:

On 10th February 2016 Mr. Kamalkishore Harikishan Vyas and Mr. AmitkumarVinod Agarwal resigned so they ceased to be Member of the Committee and on 10thFebruary 2016 at its Board Meeting held had reconstituted the Committee. The AuditCommittee comprising of Mr. Amit Kumar Independent Director as the Chairman of thecommittee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara andMr. Gourav Jain Director as other members of the Committee. The recommendations of theAudit Committee is always welcomed and accepted by the Board and all the major stepsimpacting the financials of the Company are undertaken only after the consultation of theAudit Committee.

25. VIGIL MECHANISM

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Amit Kumar Chairman of theAudit Committee.

26. STAKEHOLDER’S RELATIONSHIP COMMITTEE

On 10th February 2016 Mr. Kamalkishore Harikishan Vyas and Mr. AmitkumarVinod resigned so they ceased to be Member of the Committee and on 10thFebruary 2016 at its Board Meeting held had reconstituted the Committee. TheStakeholder’s Relationship Committee comprises of The Committee comprises of Mr. AmitKumar Independent Director as the Chairman of the committee and Ms. Krishna KamalkishorVyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director as othermembers of the Committee. The role of the Committee is to consider and resolve securitiesholders’ complaint. The meetings of the Committee are held once in a quarter and thecomplaints are responded within the time frame provided.

27. SHARE TRANSFER COMMITTEE

On 10th February 2016 Mr. Kamalkishore Harikishan Vyas and Mr. AmitkumarVinod resigned so they ceased to be Member of the Committee and on 10thFebruary 2016 at its Board Meeting held had reconstituted the Committee. The ShareTransfer Committee comprises of Mr. Amit Kumar Independent Director as the Chairman of thecommittee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara andMr. Gourav Jain Director as other members of the Committee. The role of the Committee isto approve/ratify transfer of securities and look into share transmissionrematerialization and dematerialization of shares. The meetings of the Committee are heldon periodical basis and the complaints are responded within the time frame provided.

28. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of itsoperations. A separate section on Corporate Governance is included in the Annual Report asAnnexure 3 of the Board’s report and the Certificate from the Practicing CompanySecretary confirming the compliance of conditions on Corporate Governance as stipulated inChapter IV Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges is annexed thereto.

29. MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has not paid any remuneration or sitting fees to the Directors of theCompany and hence the information required under Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has no such employee drawing remuneration more than mention under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

30. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint/case has been filed/pending with theCompany during the year.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review asstipulated in

Clause 49 of the Listing Agreement and Regulation 34 read with part B of Schedule V ofListing Regulations entered into with the Stock Exchanges is set out in a separate sectionforming part of Director Report as Annexure 4.

33. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

34. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

For and on Behalf of the Board of Directors
Mr. Gourav Jain Mr. Jagdishchandra Hansraj Ghumara
Managing Director Director
(DIN 06794973) (DIN 00519468)
Place: Mumbai
Date: 27th May 2016