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Swadeshi Industries & Leasing Ltd.

BSE: 506863 Sector: Industrials
NSE: N.A. ISIN Code: INE716M01026
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NSE 05:30 | 01 Jan Swadeshi Industries & Leasing Ltd
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OPEN 0.76
CLOSE 0.73
VOLUME 85802
52-Week high 8.02
52-Week low 0.61
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

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

Dear Shareholders

Your Directors are presenting the 33rd Annual Report of your Company and theAudited Financial Statements for the period ended 31st March 2017.

1. Financial Results:

Particulars For the year ended 31.03.2017 For the year ended 31.03.2016
Revenue from Operations 2580.98 49.78
Profit before Depreciation & Amortization 11.45 12.16
Depreciation & Amortization NIL NIL
Profit / (Loss) before taxation 11.45 12.16
Provision for taxation (incl. deferred tax) 3.79 3.76
Profit/ (Loss) for the year carried to Balance Sheet 7.66 8.40

2. 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.

3. 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.

4. Brief description of the Company's working during the year/ state of Company'saffair:

During the year under review the revenue from operations stood at Rs. 2580.98 Lacs asagainst Rs. 49.78 Lacs in the previous year and the total income (which includes otherincome) stood at Rs. 2629.23 Lacs as against Rs. 90.51 Lacs. The Company has earned a Netprofit of Rs. 7.66 Lacs as compared to the Profit of Rs. 8.40 Lacs during the previousaccounting year.

5. Change in the nature of business if any:

There was no change in nature of business.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

8. Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

9. Auditors:

M/s. Dhawan & Co. Chartered Accountants Mumbai having ICAI Firm Registration No.002864N being eligible offer themselves for re-appointment till the conclusion of the nextAGM. If re-appointed it will be within the prescribed limits specified in Section 139 ofthe Companies Act 2013. Members are requested to appoint the auditors and to fix theirremuneration.

There are no qualifications contained in the Auditors Report and therefore there areno further explanations to be provided for in this Report.

10. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT - 9 is appended as Annexure 3 of the Board's Report.

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

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. In future your Company will take steps toconserve energy and use alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy. Your Company has not made any investment on energyconservation equipments.

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 on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

12. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

Mr. Gaurav Jain (DIN 06794973) Managing Director who is liable to retire by rotationat the ensuing Annual General Meeting and being eligible seek re-appointment pursuant toSection 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

B. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance of individual Directors as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee.

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. 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).

iv. Familiarization Programme to Independent Directors:

The Company has provides suitable familiarization programme to Independent Directors soas to associate themselves with the nature of the industry in which the company operatesand business model of the company in addition to regular presentation on technicaloperations marketing and exports and financial statements. In addition to the aboveDirectors are periodically advised about the changes effected in the Corporate LawListing Regulations with regard to their roles rights and responsibilities as Directorsof the company. The same is available on the website of the company.

13. Details of Committee of the Board:

Currently the Board has 4 Committees: the Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Share Transfer Committee. TheComposition of various committees and compliances as per the applicable provisions of theCompanies Act 2013 and the Rules there under and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprising of Mr. Amit Kumar Independent Director as the Chairmanof the committee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumaraand Mr. Gaurav 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.

ii. Details of establishment of vigil mechanism for directors and employees:

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.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms.Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gaurav JainDirector as other members of the Committee. The Committee has framed a policy to determinethe qualification and attributes for appointment and basis of determination ofremuneration of all the Directors Key Managerial Personnel and other employees. A copy ofpolicy is annexed as Annexure- 5

Details of remunerations paid to the Directors and Key Managerial Personnel during2016-17 are given below:

Name of the Directors Directors' Position Relationship with other Directors Salary & allowances (Rs.) Perquisites (Rs.) Sitting Fees (Rs.)
Mr. Gaurav Jain (DIN 06794973) Managing Director Nil Nil Nil
Mr. Amit Kumar (DIN 06393899) Independent Director Nil Nil Nil
Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468) Independent Director

Nil Nil Nil
Ms. Krishna Kamal Kishor Vyas (DIN 07444324) Independent Director Nil Nil Nil
Mr. Vikas Sanklecha CFO 300000 Nil Nil

C. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Amit Kumar IndependentDirector as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr.Jagdishchandra Hansraj Ghumara and Mr. Gaurav Jain Director as other members of theCommittee. The role of the Committee is to consider and resolve securities holders'complaint. The meetings of the Committee are held once in a quarter and the complaints areresponded within the time frame provided.

D. Share transfer Committee:

The Share Transfer Committee comprises of Mr. Amit Kumar Independent Director as theChairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr. JagdishchandraHansraj Ghumara and Mr. Gaurav Jain Director as other members of the Committee. The roleof the Committee is to approve/ratify transfer of securities and look into sharetransmission rematerialization and dematerialization of shares. The meetings of theCommittee are held on periodical basis and the complaints are responded within the timeframe provided.

14. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2016-17 asrequired under Section 204 of the Companies Act 2013 and the rules framed there under.The Secretarial Audit Report for the financial year 2016-17 forms part of the Directors'Report as Annexure 2. 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 its Compliance Officer as required under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also as per section 203 of the Companies Act 2013 and the rules made thereunder. The Company is searching for a suitable candidate and shall appoint the Whole-time Company Secretary on finding right candidate.

15. Board Meetings:

During the year under review the Company has conducted 5 (five) Board Meetings. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013

Sr. No Type of Meeting Date
1 Board Meeting May 27 2016
2 Board Meeting August 12 2016
3 Board Meeting November 112016
4 Board Meeting December 20 2016
5 Board Meeting February 10 2017

16. Particulars of loans guarantees or investments under section 186:

During FY 2015-16 the Company had given Corporate Guarantee of Rs. 200.00 Lacs to bankfor the credit facilities granted by them to M/s. Park View Developers a Partnership Firmwhere the Company is a Partner. The said Guarantee also Continue for the FY 2016-17. Apartfrom it during the year under review the Company has not taken any Loan made investmentas per provisions of Section 186 of the Companies Act 2013.

17. Particulars of contracts or arrangements with Related Party:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including transactions entered at arms length under third proviso are prescribed in FormNo. AOC - 2 which is appended as Annexure 1 to the Board's Report.

18. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and 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;

e) the Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and

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

19. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has not paid any remuneration or sitting fees to the Directors of theCompany. However your Company has paid remuneration to Chief Financial Officer of theCompany and hence the information as required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure- 4.

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 relevant particulars of employees as required to the extent applicable under rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014 is set out in the Annexure - 4 to this report.

20. Management Discussion and Analysis Report:

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. The report onthe same is appended as Annexure 8.

21. Corporate Governance:

At Swadeshi it is imperative that our company affairs are managed in a fair andtransparent manner. This is vital to gain and retain the trust of our stakeholders. As perthe Regulation 27 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 a separate section for Report on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance is annexed as a part of the Annual Report as Annexure6.

22. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

23. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

24. 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 year arisk analysis and assessment was conducted and no major risks were noticed.

25. 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 authorized personunder the said act has confirmed that no complaint/ case has been filed/pending with theCompany during the year.

26. 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).

27. Registered Office of the Company has been changed from Shop No. 2-3 Shree NathKrupa Building Opp. Swagat Hall Kasturba Rd No.5 Borivali (E) Mumbai - 400066 toA-303 3rd floor Bhattad Tower Opp. Kora Kendra Ground Borivali (West) Mumbai - 400092 w.e.f. 05/07/2017.

28. 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.

BY ORDER OF THE BOARD OF DIRECTORS
For SWADESHI INDUSTRIES AND LEASING LIMITED
Mr. Gaurav Jain Mr. Jagdishchandra Hansraj Ghumara
Managing Director Director
(DIN 06794973) (DIN 00519468)
Registered Office:
T/303 A Wing 3rd Floor Bhattad Tower opp. Kora Kendra Ground
R.M Bhattad Road Brorivali (W) Mumbai 400092.
Date: 27th May 2017
Place: Mumbai
CIN: L45209MH1983PLC031246