The Directors have pleasure in presenting before you the Directors' Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The financial results of the company during the period ended 31st March 2017 has beenas under:
| || ||(Rs. In Lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||20.43 ||24.25 |
|Total Expenditure ||15.49 ||18.19 |
|Profit Before Tax ||4.95 ||6.06 |
|Provision for Tax ||1.50 ||2.50 |
|Profit after Tax ||3.45 ||3.56 |
|Earnings per share ||0.01 ||0.01 |
REVIEW OF OPERATIONS:
The Directors wish to report that your company has achieved the turnover of Rs. 20.43lakhs for the financial year ended 31.03.2017 as against Rs. 24.25 lakhs for the financialyear ended 31.03.2016. The Profit after tax stood at Rs. 3.45 lakhs for the financial yearended 31.03.2017 as against Rs. 3.56 lakhs for the financial year ended31.03.2016.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There was material change and commitment affecting financial position of the companybetween 31st March 2017 and the date of Board's Report. (i.e. 29.08.2017) i.e. a sum ofRs. 6.25 crs standing in the books under the head 'Share Warrants' has been written off inthe BM held on 29.07.2017.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of business.
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
TRANSFER TO RESERVES:
During the year no amount has been transferred to reserves.
Keeping the Company's expansion and growth plans in mind the Directors have decidednot to recommend dividend for the year.
CAPITAL OF THE COMPANY:
The Authorized Share Capital of the Company is Rs. 75000000 (Rupees Seven CroreFifty Lakhs only) divided into 75000000 equity shares (Seven Crore Fifty Lakhs only) ofRs. 1/- each only. The Paid up capital of the company is Rs. 68548000 (Rupees Six CroreEighty Five Lakhs Forty Eight Thousand only) divided into 68548000 equity shares (SixCrore Eighty Five Lakhs Forty Eight Thousand only) of Rs.1/- each.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review as persection 131 of the Companies Act 2013.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year the Company has not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at www.swagruhainfra.com.
BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 7 (Seven) times on 30.05.2016 13.08.2016 30.08.201604.10.2016 14.11.2016 06.01.2017 and 14.02.2017 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the annualreport titled "Report on Corporate Governance" along with the Auditors'Certificate on
Corporate Governance as stipulated under Regulation 34 read with Schedule V ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review which forms part ofAnnual Report pursuant to the SEBI (LODR) Regulations 2015.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report Annexure I
The Company has put in place a mechanism to identify assess monitor and mitigatevarious risk associated with the business. Major risk identified are systematicallydiscussed at the meeting of the Audit committee and Board of Directors of the company Inline with the new regulatory requirement the company has framed the Risk Managementpolicy to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policies and procedures.
COMMITTEES OF THE BOARD:
The Board of Directors of the Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 viz. Audit committee Nomination and Remuneration Committee StakeholdersRelationship Committee.
During the year under review in compliance with the provisions of the SEBI (LODR)Regulations 2015 the Board had also constituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of term of reference/role of the committee are taken on record by the Board ofDirectors.
Details of the role and constitution of committees including the number of meetingsheld during the financial year and attendance at meetings are provided in the corporategovernance section of the Annual Report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated. The manner in which the evaluation was carriedout and the process adopted has been mentioned out in the Report on Corporate Governance.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Mr. Srinivasulu Konduru resigned from the Board on 04.10.2016. The Board has placed onrecords its sincere appreciation for the valuable contribution made by him.
Mr. M. Sridhar was appointed as additional director on 29.08.2017. Now it's proposedto regularize him as director of the company. The Board welcomed and congratulated the NewDirector appointed on the Board of Swagruha Infrastructure Limited.
In accordance with Section 152 of the Act Mr. Babu Sahebe Shaik Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. As required under regulation 36 (3) of the SEBI (LODR)Regulations 2015 brief particulars of the Directors seeking appointment/re-appointmentare given as under:-:
|Name of the Director ||Babu Sahebe Shaik ||M. Sridhar |
|Date of Birth ||15.08.1968 ||06.07.1972 |
|Date of Appointment ||05.02.2014 ||29.08.2017 |
|Qualification ||Post Graduate ||Graduate |
|Expertise in specific functional areas ||Business Strategy and Planning ||Finance |
| ||Leadership Development and || |
| ||General Management || |
|Directorships held in other companies (excluding private limited and foreign companies) ||None ||None |
|Membership/Chairmanship of committee of other companies (includes only Audit Committee and Stakeholders Relationship Committee) ||None ||None |
|No. of Shares held in the Company ||Nil ||Nil |
|Inter se relationship with any Director ||N.A. ||N.A. |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Gopal Gillela Mr. M. Sridhar and Mr.Mathew Oommen Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.-Annexure-II
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicablelaws and that such systems were adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:
The company does not have any subsidiary Joint venture or associate company which havebecome or ceased to be its subsidiaries joint venture or associate company during theyear.
DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
M/s. M. M. Reddy & Co. Chartered Accountants retire at the ensuing Annual generalmeeting and are eligible for re- appointment. As required under the provisions of Section139 of the Companies Act 2013 the Company has received a written consent from theauditors to their re-appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Companies Act 2013 and the rulesframed there under and that they have satisfied the criteria provided in Section 141 ofthe Companies Act 2013.
The Board recommends the re-appointment of M/s M.M. Reddy & Co CharteredAccountants as the statutory auditors of the Company from the conclusion of this AnnualGeneral meeting till the conclusion of the next Annual General Meeting.
Pursuant to the provisions of Section 138 of the Companies read with rules made thereunder the Board has appointed M/s. Channamolu & Co. Chartered Accountants are theinternal Auditors of the Company.
The Board had appointed M/s. S. S. Reddy & Associates Practicing CompanySecretaries Hyderabad having CP No.7478 to conduct Secretarial Audit for the financialyear 2016-17 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR 3 for the financial year 2016- 17 is enclosed herewithas Annexure A to this Report.
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.
INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopt Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame. The impact of the change on adoptionof said IAS is being assessed.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March
31 2017 and has noted that the same does not have any reservation qualification oradverse remarks. However the Board decided to further strengthen the existing system andprocedures to meet all kinds of challenges that may occur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliance according tothe provisions of section 204 of the Companies Act 2013 and noted the observation that theCompany has not appointed Company Secretary as required under section 203 of the CompaniesAct 2013 and not constituted the Nomination & Remuneration Committee as per theprovisions of the Companies Act 2013.
The Board decided to appoint the company secretary at the earliest. As regards theconstitution of Nomination & Remuneration Committee it was informed that therequirement has already been met by appointing Mr. Sridhar as Independent Director on theBoard w.e.f. 29.08.2017.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company does not has the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crore or more a net profit of Rs. 5 Crore or more during the financial year orSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social Responsibility Policyand also not required the composition of Corporate Social ResponsibilityCommittee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder: A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans guarantees or investments during the year underreview.
CREDIT & GUARANTEE FACILITIES:
The Company has not availed facilities of Credit and Guarantee during the year.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
RATIO OF REMUNERATION TO EACH DIRECTOR:
No Remuneration is paid to the directors.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2016-17 is provided elsewhere in this Annual Report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
The company is in compliance with SS 1 & SS 2.
EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights: During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the periodunder review.
7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies (Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Thefollowing is the summary of sexual harassment complaints received and disposed during thecalendar year.
|? No. of complaints received ||: Nil |
|? No. of complaints disposed off ||: Nil |
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.
For and on behalf of the Board
Swagruha Infrastructure Limited
| ||Sd/- ||Sd/- |
|Place: Bengaluru ||N.L. Kalyani ||Jayasimha Reddy |
|Date: 29.08.2017 ||Chairperson & Managing Director ||Director |
| ||(DIN: 01669808) ||(DIN: 06490738) |