Your Directors here by present the 32nd Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2017.
During the year under review due company has not carry out any business activities butdue to Administrative Expenses posted Net Loss of Rs.1075608/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:
The Company does not have any significant business activity and not carried out anybusiness during the year under review.
Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
The issued subscribed and paid up capital of the Company is Rs. 108600000/- dividedinto 18600000 equity shares of Rs 10/- each. There has been no change in the share capitalof the Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2016-17 is enclosed as an Annexure tothis Board's Report. During the year under review the company has not provided anysecurity falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
MR. UMESH SHARMA was appointed as an Additional Director of the Company on 03.02.2017and hold office up to the date of this Annual General Meeting be and hereby appointed asdirector of the Company and whose office liable to retire by rotation. Ms. Rupali Jain andMr. Paras Jain were appointed on 03.02.2017 as an Additional Director of the Company andis hereby appointed as an Independent Director of the Company to hold office for fiveconsecutive years up to the conclusion of the Annual General Meeting to be held in thecalendar year 2022.
VIPUL SHANTILAL TRIVED NILESHKUMAR TRIBHOVANDAS KAVA and DINABEN GANATRA were resignedas a Director of the Company with effect from 25.10.2016 02.05.2017 and 03.02.2017respectively.
JITENDRA BABULAL SHAH and VIKRAM CHAMPAKLAL SANGHVI were appointed as additionaldirector of the company as on 25.10.2016 and subsequently resigned as on 02.05.2017.
Since the Company does not have any significant business activities hence the Volumeand Scope of work for the Company Secretary and Chief Financial Officer are less and it isnot a full time work and the job of Company Secretary and Chief Financial Officer are notattractive commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year2016-17 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS Mumbai (Firm Reg. No.128216W) Statutory Auditors of the Company to hold office from the conclusion this AGMuntil the conclusion of the AGM to be held in the year of 2020 for period of 3 yearssubject to ratification by members every year as applicable at such remuneration and outof pocket expenses as may be decided by the Board of Directors of the Company on therecommendation of the Audit Committee.
The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. K. H. & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company.
The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-
|Sr. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
|a) ||Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. ||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
|b) ||The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. ||The company will take necessary steps to comply with the same. |
|c) ||As per section 203(1)(i)(ii) & (iii) the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
|d) ||As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. ||The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
|e) ||Statutory Registrar as per companies Act 2013 is yet to be updated. ||The company will take necessary steps to update Statutory Register as per companies Act 2013. |
|f) ||Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. ||The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
|g) ||Updating of website is pending. ||The company will take necessary steps to update the same. |
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up forInternal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules2014 in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for that period;
c) the Directors have 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;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: Since there are no women employees in the Company hence nocomments.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for: a.Government Policies b. Human Resource Risk
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
| ||For and on Behalf of the Board |
|PLACE: MUMBAI ||For SWORD-EDGE COMMERCIALS LIMITED |
|DATE: 25.05.2017 || |
| ||UMESH SHARMA |
| ||Director |
| ||DIN: 01610617 |