The Directors of your Company are pleased to present the 21st Annual Report togetherwith the Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2015.
1. Financial Highlights:
The working results of the Company for the year under report are as under:-
| ||2014-2015 ||2013-2014 |
|Income ||2788963 ||2051486 |
|Expenditure ||1885832 ||1173789 |
|Profit before Tax ||903131 ||877697 |
|Tax ||300000 ||300000 |
|Profit after Tax ||603131 ||577697 |
|Balance brought forward from previous year ||(62167660) ||(62745357) |
|Balance carried to Balance Sheet ||(61564529) ||(62167660) |
|Basic Earnings Per Share (Face Value of Re. 1 per share) ||0.00 ||0.01 |
Your Directors wish to report that your Company has achieved the turnover of Rs.2788963 for the year ended March 31 2015 as against Rs. 2051486 for financial year2013-2014. Similarly for the FY 14-15 Profit before Tax (PBT) stood at Rs. 903131 andNet Profit (Profit After Tax) at Rs. 603131 as against PBT of Rs.877697 and PAT ofRs.577697 for the previous financial year.
In order to conserve resources the Board of Directors of your Company express theirinability to recommend any dividend for the Financial Year 2014-15.
4. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement entered into with the Stock Exchanges in Indiais presented in a separate section forming part of the Annual Report.
5. Subsidiary Joint Ventures and Associate Companies:
As on 31st March 2015 your Company has no subsidiary company. There are no associatecompanies within the meaning of Section 2(6) of the Companies Act 2013. Further thecompany has not entered into Joint Ventures with any company details of which arementioned in "Annexure V" in prescribed Form AOC 1.
6. Directors Responsibility Statement:
In terms of the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors confirm that:
in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any ;
the Directors have selected such accounting policies and applied 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 as at March 312015 and of the profit andloss of the Company for the year ended on that date;
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
the Directors have prepared the annual accounts on a "going concernbasis";
the Directors have laid down internal financial controls to be followed by theCompany and that such controls are adequate and are operating effectively; and
the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
7. Corporate Governance:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as stipulated by Securities and ExchangeBoard of India (SEBI).
The report on Corporate Governance as per the requirement of the Listing Agreementforms an integral part of this Annual Report. The requisite certificate from the Auditorsof the Company confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance.
8. Transfer to Reserves:
During the year under review the company has not transferred any amount to reserves.
9. Share Capital
Authorized Share Capital:
The Authorized Share Capital of the Company presently is 25 00 00 000 (Twenty FiveCrore only) divided into 25 00 00 000 (Twenty Five Crore shares) at the Face Value(F.V.) of Re. 1 /- each. The Company Share price was Rs. 10/- which was later on subdivided into Rs 1/- in the meeting of 12th March 2014.
Paid-up Share Capital:
The Issued Subscribed and Paid up Capital of the Company is Rs. 6 85 48000 (SixCrore Eighty Five Lakhs Forty Eight Thousand only) divide into 6 85 48 000 shares ofRe. 1/- each.
10. Capital Raising/ Preferential Allotment Of Warrants Converting To Equivalent NumberOf Equity Shares And Utilization Of Proceeds Received From Preferential Allotment:
Preferential Issue of Warrants:
In order to generate long term resources for implementing future growth plansto augment the capital base meet working capital requirements and to make strategicinvestments and to enable the Company to raise additional borrowing in case ofrequirement during the year under review the Company had issued and allotted warrantsconvertible into equal number of equity shares of Rs.10/ each on preferential basisto the promoters and non promoters at the issue price calculated under SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2009 on preferential basis dulyapproved by Shareholders and the Board of Directors of the Company.
On May 07 2014 the Company issued and allotted 25 00 000 Warrantsconvertible into equal number of equity shares of Rs. 10/ each at a premium of Rs.90/ each aggregating to Rs. 250000000/ to the promoters andnonpromoters on preferential basis [in accordance with the Regulations forPreferential Issue contained in Chapter VII of the SEBI (Issue of Capital and DisclosureRequirements) Regulation 2009]. The warrants shall be converted into Equity Shares inone or more trenches within 18 months from the date of their allotment
11. Related Party Transactions:
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. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in"Annexure IV" in Form AOC-2 and the same forms part of this report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website atwww.swagruhainfra.com.
12. Risk Management:
The Company has put in place a mechanism to identify assess monitor and mitigatevarious risks associated with the business. Major risks 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.
13. Internal Control Systems and their Adequacy:
The Company has Internal Control Systems commensurate with the size scale andcomplexity of its operations. Significant observations and corrective actions thereon arepresented to the Audit Committee from time to time.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Babu Shaik Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered himself for reappointment.
15. Key Managerial Personnel:
During the year under review Mrs. Nerogi Lakshmi Kalyani Managing Director and Mr.Babu Shaik Chief Financial Officer (appointed w.e.f. 14th November 2014) were designatedas Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act2013.
16. Declaration by the Independent Directors:
The Company has received declarations under Section 149(7) of the Companies Act 2013from all the Independent Directors of the Company confirming that they meet the criteriaof independence as prescribed under Section 149(6) of the Companies Act 2013 and Clause49 of the Listing Agreement.
17. Performance Evaluation:
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the Directors the Board as a whole and it various committees wasconducted based on the criteria and framework adopted by the Board.
The Nomination and Remuneration Policy is annexed herewith as "Annexure VI".
18. Familiarization of Independent Directors:
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.swagruhainfra.com.
19. Auditors and Auditors Report:
M/s Verma Mehta & Associates Chartered Accountants were appointed as StatutoryAuditors at the 20thAnnual General Meeting of the Company for a term of five (5)consecutive financial years and they shall hold office till the conclusion of the 25thAnnual General Meeting of the Company to be held in the year 2019 subject to ratificationby the Shareholders at every Annual General Meeting. They have confirmed their eligibilityto the effect that their reappointment if made would be within the prescribedlimits under the Companies Act 2013 and that they are not disqualified forreappointment.
The Auditors Report to the Members on the Accounts of the Company for the financialyear ended March 31 2015 does not contain any qualification reservation or adverseremark.
The Company has appointed M/s Tejas Nadkarni & Associates as the Internal Auditorqualified Chartered Accountants Mumbai who are responsible for conducting internal auditof the head office functions and reports directly to the Audit Committee of the Board.
The Board has appointed Mr. Bimlendu Kumar Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for thefinancial year ended 31st March 2015 is annexed herewith as "Annexure III" tothis Report.
20. Particulars of Loans Guarantees and Investments:
During the year under review the Company has not taken any Loans provided Guaranteesnor made any Investments.
21. Committees of the Board:
The Board of Directors of your Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013/Listing Agreement viz. AuditCommittee Nomination and Remuneration committee Stakeholders Relationship Committee.
During the year under review in compliance with the provisions of Clause 49 of theListing Agreement the Board had also constituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/role of the Committees are taken on record by the Board ofDirectors.
Details of the role and composition 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.
22. Meetings of Board of Directors:
The Board met six (6) times during the Financial Year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between the two Board Meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.
23. Public deposits:
Your Company has not accepted any deposits from the public or its employees during theyear under review.
24. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
The information relating to the Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo as required to be disclosed under the Companies(Accounts) Rules 2014 is given in "Annexure I" forming part of this Report.
25. Extract of Annual Return:
Extract of Annual Return of the Company for the Financial Year ended 31st March 2015in Form No. MGT-9 is annexed herewith as "Annexure II" to this Report.
26. Particulars of Employees and other Additional Information:
During the year ended March 31 2015 no employee is drawing remuneration in excess ofthe amount prescribed under Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
27. Transfer of amount to Investor Education & Protection Fund (IEPF):
During the period under review your company has not transferred any amounts to InvestorEducation & Protection Fund.
28. Industrial relations:
The industrial relations continued to be generally peaceful and cordial during theyear.
29. Corporate Social Responsibility (CSR):
The conditions prescribed in the section 135 of the Companies Act 2013 requiring aCompany to constitute a Corporate Social Responsibility Committee are not applicable tothe Company. The Board of Directors periodically reviews the applicability of CSR rules tothe Company.
30. Significant and material Orders passed by the Regulators/Courts if any:
There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of your Company and its future operations.
Your Directors would like to acknowledge and express sincere appreciation from allstakeholders which inter alia includes Banks Financial Institutions GovernmentAuthorities Customers Vendors and members.
Your Directors recognize and appreciate the efforts and hard work of all the employeesof the Company and their continued contribution to its progress.
| ||By order of the Board |
| ||For Swagruha Infrastructure Limited |
| ||Sd/- |
| ||N.L. Kalyani |
|Hyderabad ||CMD & Compliance Officer |
|September 5 2015 ||DIN: 01669808 |
SECRETARIAL AUDIT REPORT
For the Financial Year Ended 31st March 2015
[Pursuant to section 204 (1) of the Companies Act 2013 and Rule no. 9 of the Companies(Appointment and Remuneration) Rules 2014]
Swagruha Infrastructure Limited
H. NO.6-3-1216/47/B PLOT. NO 47-B
ROAD NO.3 Methodist Colony
Begumpet Hyderabad - 500 016
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Swagruha InfrastructureLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) The list of major heads/ group of Acts Law and Regulations as applicable to theCompany is given in Annexure I. In relation to these laws we have relied on therepresentation made by the Company and its Officers for system and mechanism formed by theCompany for compliances under other applicable Acts Laws and Regulations as applicable tothe Company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable during the audit period).
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. The Company has belatedly filed few of the e-form required to be filed underAct and certain e-forms which are required to be filed under various provisions ofcompanies act 2013 and rules made thereunder are still pending for filing as permanagement representation the company is in process of filing the same.
2. The Company yet to appoint Company Secretary (Key Managerial Personnel) asrequired under Section 203 of the Act;
3. Company has appointed Internal Auditor on 14th November 2014 which is beyondthe prescribed time limit under Section 138 of the Act and has also failed to file therequisite e-form as required under Section 117 of the Act;
4. The Company has not intimated stock exchange regarding closure of tradingwindow under Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were unanimous and the same was captured andrecorded as part of the minutes and hence no dissent is recorded in minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period:
(a) Company has allotted 25 Lacs warrants of Rs.10 each at a premium of Rs. 90 eachaggregating to Rs. 100 each on 7th May 2014 to promoters and person other than promoter.Each warrant is convertible to one equity share of Rs. 10 each. Further such conversionto equity is subject to subdivision. The warrants have to be made fully paid up andconverted into equity within a period of 18 months from date of allotment.
| ||Sd/- |
|Banglore ||Bimlendu Kumar |
|September 5 2015 ||FCS No. 7794 |
| ||C P No. 8725 |