The Members of
Sword and Shield Pharma Limited
Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of theCompany for the financial year ended on March 31 2019.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on March 31 2019 is summarizedbelow:
| || ||(Rs in Lakhs) |
|FINANCIAL RESULTS AND APPROPRIATIONS ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Revenue from Operations ||1.93 ||2.89 |
|Other Income ||0.45 ||0.06 |
|Total Revenue ||2.38 ||2.95 |
|Profit before Exceptional items and Tax ||-8.41 ||-15.67 |
|Less: Exceptional items ||0.00 ||0.40 |
|Profit/(Loss) Before Tax ||-8.41 ||-16.07 |
|Less: Taxation ||0.00 ||0.00 |
|Profit/(Loss) for the period ||-8.41 ||-16.07 |
The Company discloses financial results on a quarterly basis of which results aresubjected to limited review and publishes audited financial results on an annual basis.The Financial Statements as stated above are also available on the website of the Companyat www.swordnshieldpharma.com.
2. FINANCIAL PERFORMANCE
The year 2018-19 was another year of continuous efforts to improve operatingperformance and new initiatives for Sword and Shield. The Revenue from Operations wererecorded as INR 1.93 Lacs although comparatively less than last year but the Company hasreduced its losses from INR 16.06 Lakh of last year to INR 8.41 Lakh for this year. TheCompany is no more engaged in the activity of Manufacturing of Pharmaceutical and otherallied Pharmaceutical Products as it was closed in the year 2015-16 due to slump sale ofits Manufacturing Unit i.e. Factory Land and Building.
Several efforts were undertaken to improve the marketing of the Pharmaceutical andother allied products of the Company on Commission basis. The Management is taking everypossible step to stream line its operations and to put the Company on growth.
3. NATURE OF BUSINESS
Company continues to operate only in one segment i.e. Pharmaceuticals. There is nochange in the nature of business of the Company during the Financial Year ended March 312019.
4. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.
In view of the losses for the year ended March 31 2019 and accumulated losses theBoard of Directors deferred the proposal of declaration of dividends for this year.
6. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
7. MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure
Requirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
8. CORPORATE GOVERNANCE
Pursuant to Regulation 15 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Corporate Governance Report isnot mandatory for time being in respect of Companies having paid up equity share capitalnot exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25 Crore as on March 312019 and hence no separate report on Corporate Governance is provided in this reportalthough certain information is provided under relevant heading.
9. EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) and sub-section (3) of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 theExtract of the Annual Return as at March 31 2019 is put up on the Company's website andcan be accessed at http://www.swordnshieldpharma.com/pdf/Form-MGT-9-2018-19-SSPL.pdf
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Company does not have any subsidiary joint venture or associate company.
11. SCHEME OF AMALGAMATION AND ARRANGEMENT
Company had received Observation letter on May 5 2018 from BSE Limited regarding theproposed Scheme of Arrangement in the nature of Amalgamation between Praveg CommunicationsLimited ("the Transferor Company") and Sword and Shield Pharma Limited("the Transferee Company") and their shareholders and creditors under Section230 to 232 read with Section 66 and other applicable provisions of the Companies Act2013.
Further Company had received Creditors and shareholders' approval at Tribunal ConvenedMeeting held on April 9 2019 and April 10 2019 respectively for the approval ofproposed Scheme of Arrangement in the nature of Amalgamation between Praveg CommunicationsLimited ("the Transferor Company") and Sword and Shield Pharma Limited("the Transferee Company") and their shareholders and creditors under Section230 to 232 read with Section 66 and other applicable provisions of the Companies Act2013.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The strength of the Board on signing of the report comprises of Six Directors. TheBoard of Directors comprises of an appropriate mix of Executive and Non-ExecutiveDirectors. There are four Non-Executive Directors and two Executive Director. The Board ofDirectors of the Company comprises of Mr. Pravinbhai Patel Chairman and ManagingDirector Mrs. Jyotsnaben Patel as an Executive Woman Director and Mr. Jayeshkumar PatelMr. Dilipkumar Patel Mr. Paresh Patel and Mr. Kanjibhai Chaudhary as the Non-ExecutiveIndependent Directors of the Company.
The composition of Board complies with the requirements of the Companies Act 2013("Act").
Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements)
Regulations 2015 ("Listing Regulations") the Company is exempted fromrequirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director or ManagingDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company and none of the Director of the Company is holding position asDirector in more than eight listed entities and none of the Director is serving asIndependent Director in more than 7 Listed Company. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164(2) of theCompanies Act 2013.
Retirement by rotation
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Jyotsnaben Pravinbhai Patel (DIN: 01877469) ExecutiveDirector of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for reappointment subject to the approval of the Members of theCompany. The Board recommends the re-appointment of Mrs. Jyotsnaben Pravinbhai Patel foryour approval. A brief Resume is attached with the Notice of Annual General Meeting.
Details of the Directors seeking appointment / re-appointment in forthcoming AnnualGeneral Meeting
The information as required by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in relation to appointment / reappointment of Directors of the Companyare given in the Annexure of the Notice of the Annual General Meeting.
In terms of Section 149 of the Companies Act 2013 and Rules made thereunder thefollowing Non-Executive Directors are Independent:
a) Mr. Jayeshkumar Patel b) Mr. Dilipkumar Patel c) Mr. Paresh Patel d) Mr. KanjibhaiChaudhary
Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Companythat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Regulation 16(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Board and Committee Meetings and Procedures
The Board of Directors is the apex body constituted by shareholders for overseeing theCompany's overall functioning. The Board provides and evaluates the Company's strategicdirection management policies and their effectiveness and ensures that shareholders'long-term interests are being served. The meetings of Board of Directors were held at theRegistered Office of the Company.
The functions performed by the Board include review of Minutes of Audit CommitteeMeetings and other Committees of the Board adoption of financial results of the Companyand review of Company's Operation & Performance. The Board meets at least once aquarter to review the quarterly performance and financial results of the Company. Themaximum interval between any two meetings did not exceed 120 days. The Board notescompliance reports of all laws applicable to the Company every quarter.
The Chairman of the Board and Company Secretary in consultation with other concernedmembers of the senior management finalise the agenda for Board / Committee meetings.
The agenda and notes on agenda are circulated to Directors in advance and in thedefined agenda format. All material information is incorporated in the agenda forfacilitating meaningful and focused discussions at the meeting. Where it is notpracticable to attach any document to the agenda it is tabled before the meeting withspecific reference to this effect in the agenda.
The Company Secretary records minutes of proceedings of each Board and Committeemeeting. Draft minutes are circulated to Board / Committee members for their comments asprescribed under Secretarial Standard-1. The Minutes are entered in the Minutes Bookwithin 30 days from the conclusion of the meeting.
The guidelines for Board / Committee meetings facilitate an effective post meetingfollow-up review and reporting process for decisions taken by the Board and Committeesthereof.
Important decisions taken at Board / Committee meetings are communicated promptly tothe concerned departments / divisions. Action taken report on decisions / minutes of theprevious meeting(s) is placed at the succeeding meeting of the Board / Committees fornoting.
Number of Board Meetings
Seven Board meetings were held during the financial year 2018-19 i.e. on May 30 2018June 13 2018 August 13 2018 October 31 2018 February 13 2019 March 6 2019 andMarch 20 2019. The Attendance details of Board meetings are given below:
|Sr. No. Name of Director ||No. of Meetings held ||No. of Meetings attended |
|1. Mr. Pravinbhai Patel ||7 ||6 |
|2. Mrs. Jyotsnaben patel ||7 ||6 |
|3. Mr. Jayeshkumar Patel ||7 ||1 |
|4. Mr. Dilipkumar Patel ||7 ||1 |
| || || |
| || || |
|5. Mr. paresh patel ||7 ||1 |
|6. Mr. Kanjibhai Chaudhary ||7 ||1 |
Meeting of Independent Directors
The Company's independent directors meet at least once in a financial year without thepresence of executive directors and management personnel to review the performance ofNon-Independent Directors and Board as whole. 1 (one) such meeting was held on March 202019.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
|Mr. Pravinbhai Patel ||Managing Director |
|Ms. Ankita Lunagariya (Appointed w.e.f. March 20 2019) ||Company Secretary and Compliance Officer |
Ms. Pooja Kadam Company Secretary and Compliance Officer of the Company resigned fromthe office w.e.f. March 20 2019 and the Board conveyed its sincere appreciation for thevaluable contribution made by Ms. Pooja Kadam to the Company as the Company Secretary andCompliance Officer of the Company.
Policy on Director's Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Board consists of six members four of whom are independent directors. TheCompany's policy on directors' appointment and remuneration and other matters provided inSection 178(3) of the Act has been disclosed in the corporate governance report.
Evaluation of Performance
The Company has devised a Board Evaluation Framework for performance evaluation ofIndependent Directors Board Non-Independent Directors and Chairman of the Company.Pursuant to this framework the Board has carried out the annual evaluation of its ownperformance as well as the evaluation of the working of its Committees and individualDirectors including Chairman of the Board. This exercise was carried out through astructured questionnaire prepared separately for Board Committee and individualDirectors.
The Board acknowledged certain key improvement areas emerging through this exercise andaction plans to address these are in progress. The performance evaluation of theNon-Independent Directors including Chairman was carried out by the Independent Directorsat a separate meeting of the Independent Directors on March 20 2019. The Nomination andRemuneration Committee has further carried out evaluation of all Directors includingIndependent Directors. The report of performance evaluation so arrived at was then notedand discussed by the Nomination and Remuneration Committee.
13. COMMITTEES OF THE BOARD
The Company's guidelines relating to Board meetings are applicable to Committeemeetings. Each Committee has the authority to engage outside experts advisors andcounsels to the extent it considers appropriate to assist in its function. Minutes ofproceedings of Committee meetings are circulated to the respective committee members andplaced before Board meetings for noting.
In conformity to the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) and Companies Act 2013 thecomposition of these committees of Board are constituted and reconstituted.
During the period under Reporting the composition of these Committees was as under:
|Name of members ||Audit Committee ||Stakeholders' Relationship Committee ||Nomination and Remuneration Committee |
|Pravinbhai Patel - Executive Director ||Yes ||No ||No |
|Jayeshkumar Patel - Independent Director ||Yes ||Yes ||Yes |
|Dilipkumar Patel - Independent Director ||No ||Yes ||Yes |
|Kanjibhai Chaudhary - Independent Director ||Yes ||Yes ||Yes |
The Company has devised the Policy on Familiarization Programme for IndependentDirector and the same is available on the website of the Companywww.swordnshieldpharma.com.
a) Audit Committee of Board
In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act2013 as applicable the strength of the Board as also of the Audit Committee is adequate.All the recommendations of the Audit Committee were accepted by the Board during the year.
Broad Terms of Reference of the Audit Committee
The Audit Committee of the Company comprises of Mr. Kanjibhai Chaudhary (Chairman) Mr.Jayeshkumar Patel and Mr. Pravinbhai Patel as other members of the Committee. CompanySecretary of the Company acts as the Secretary to the Audit Committee.
The terms of reference of Audit Committee of the Company are in accordance with Section177 of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 inter-alia include the following:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible.
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditors and the fixation of audit fees andconfirm their independence.
3. Approval of payment to statutory auditors for any other services rendered ifauthorised by the Board.
4. Review with the management the quarterly financial statements before submission tothe Board for approval and secure the Certificate from Managing Director and CFO in termsof the requirements under the Listing Regulations.
5. Evaluate internal financial controls and risk management systems.
6. Review with the management performance of statutory and internal auditors adequacyof the internal control systems.
7. Any other terms of reference as may be included from time to time in the ListingRegulations.
During the Year 2018-19 the Audit Committee met four (4) times on May 30 2018 August13 2018 October 31 2018 and February 13 2019. Attendance of the Members in the AuditCommittee Meetings are following:
|Name of members ||Designation ||No. of meeting held ||No. of meeting attended |
|Kanjibhai Chaudhary ||Chairman ||4 ||4 |
|Jayeshkumar Patel ||Member ||4 ||4 |
|Pravinbhai Patel ||Member ||4 ||0 |
b) Nomination and Remuneration Committee of Board
Mr. Dilipkumar Patel chairs the Nomination and Remuneration Committee of Board of theCompany. The other members are Mr. Jayeshkumar Patel and Mr. Kanjibhai Chaudhary. Allmembers of the Nomination and Remuneration Committee are Independent Director; hence thenecessary compliance is ensured. Company Secretary of the Company acts as the Secretary tothe Nomination and Remuneration Committee.
Broad Terms of Reference of the Nomination & Remuneration Committee
The terms of reference of Nomination & Remuneration Committee of the Company are inaccordance with Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 The Nomination & Remuneration Committeeinter-alia:
(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;
(5) whether to extend or continue the term of appointment of the independent directorbased on the report of performance evaluation of independent directors.
During the Year 2018-19 the Nomination and Remuneration Committee met three (3) timeson June 13 2018 August 13 2018 and March 20 2019. Attendance of the Members in theNomination and Remuneration Committee Meetings are as following:
|Name of members ||Designation ||No. of meeting held ||No. of meeting attended |
|Dilipkumar Patel ||Chairman ||3 ||3 |
|Jayeshkumar Patel ||Member ||3 ||3 |
|Kanjibhai Chaudhary ||Member ||3 ||3 |
Performance Evaluation Criteria for Directors
The Nomination and Remuneration Committee has devised criteria for evaluation of theperformance of the Directors including Independent Directors. The said criteria providecertain parameters like attendance acquaintance with business communicating inter seboard members effective participation domain knowledge compliance with code of conductvision and strategy benchmarks established by global peers etc. which is in compliancewith applicable laws regulations and guidelines.
No Sitting Fees was paid to Non-Executive Directors for attending the Board Meetings.
The Company has adopted and implemented the Nomination and Remuneration Policy devisedin accordance with Section 178(3) and (4) of the Companies Act 2013 which is available onthe website of the Company accessed at www.swordnshieldpharma.com.
As a gesture of their commitment to the company Managing Director has forgone theirremuneration till such time the performance of the Company improves and is able to payremuneration to the Executive Directors.
c) Stakeholders' Relationship Committee of Board
Mr. Jayeshkumar Patel chairs the Stakeholders' Relationship Committee of Board (SRC).The other members are Mr. Dilipkumar Patel and Mr. Kanjibhai Chaudhary. Company Secretaryof the Company acts as the Secretary to the Stakeholders' Relationship Committee.
The Committee considers and resolves the grievances of the security holders of theCompany including complaints received from shareholders / investors with respect totransfer of shares non-receipt of declared dividends non-receipt of Annual Reports etc.
During the Year 2018-19 the Stakeholders' Relationship Committee met four (4) times onMay 30
2018 August 13 2018 October 31 2018 and February 13 2019. Attendance of theMembers in the
Stakeholders' Relationship Committee Meetings are as following:
|Name of members ||Designation ||No. of meeting held ||No. of attended ||meeting |
|Jayeshkumar Patel ||Chairman ||4 ||4 || |
|Dilipkumar Patel ||Member ||4 ||4 || |
|Kanjibhai Chaudhary ||Member ||4 ||4 || |
Details of Investors/Shareholders Complaint received during the financial year 2018-19:
|Complaints received ||Complaints disposed ||Complaints Pending |
|0 ||0 ||0 |
No instruments of transfer were pending as on March 31 2019.
14. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act2013 to the best of their knowledge and ability state that: a) In preparation of AnnualAccounts the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) The Directors have 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 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;
d) The Directors have prepared the annual accounts for the year ended March 31 2019 ongoing concern basis;
e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
Information relating to Conservation of Energy Technology Absorption and ForeignEarning and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readtogether with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of this Reportas Annexure I.
16. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The details as required under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no such employee in the Company employed throughout thefinancial year with salary above INR 102 lakh per annum or employed part of the financialyear with average salary above INR 8.5 lakh per month.
Further there is no employee employed throughout the Financial year or part thereofwho was in receipt of remuneration of in aggregate is in excess of that drawn by theManaging Director or Whole time Director or Manager and holds by himself or along with hisspouse and dependent children not less than Two Percent (2%) of the Equity Shares of theCompany.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered during the financial year. 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. Accordingly the disclosure of related party transactionas require under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is notapplicable.
18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year to transfer anysums to the Investor Education and Protection Fund.
M/s. B. K. Patel & Co. Chartered Accountants (Firm Registration No. 112647W)Ahmedabad are the Statutory Auditors of the Company for the year ended March 31 2019.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the 20th Annual General Meeting held on September 30 2015for 5 (Five) year term i.e. from the conclusion of 20th Annual General Meetingtill the conclusion of 25th Annual General Meeting.
Disclosure of total fees paid to Statutory Auditor on a consolidated basis
During the Financial Year 2018-19 total amount of Rs. 120000 paid to M/s. B. K. Patel& Co. Chartered Accountants (Firm Registration No. 112647W) Ahmedabad StatutoryAuditors of the Company on consolidated basis.
The Statutory Auditors of the Company have submitted Auditors' Report which havecertain
Qualifications on the Financial Statements for the year ended on March 31 2019.
Management's Explanation with the Auditor's Qualification:
In respect of the qualification with regards to a Deferred Tax Assets of Rs. 1024358.91which is not realizable in view of want of convincing evidences for availability oftaxable profit in near future for its realization / adjustment. Management's Explanationis as under:
Currently the Company is in the process of merger with Praveg Communications Limited.Company has filled petition to NCLT for Merger. Praveg Communications Limited (theTransferor Company) is a highly profitable entity as evident from its recent AuditedFinancial Statements. Hence Company have view that Deferred Tax Assets would get realisedagainst the future income hence it is significant.
The Board appointed M/s Payal Dhamecha (ACS No: 47303 COP No: 20411) PracticingCompany Secretaries Ahmedabad to conduct Secretarial Audit for the Financial Year2018-19.
The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith marked as Annexure II to this Report.
Secretarial Audit Report have qualification during the period of report andManagement's Explanation on the Secretarial Auditor's Qualification is as following:
In respect of the qualification with regards to Appointment of Chief Financial Officerunder section 203 of the Companies Act 2013. Management's Explanation is as under:
Company was searching for suitable candidate for the position of Chief FinancialOfficer (Key Managerial Position) who must have experience to manage financial controlsand ensure full transparency over the financial performance of the company. Company foundMr. Kirtikumar Sankarlal Patel suitable candidate for the position of Chief FinancialOfficer of the Company and he was appointed as CFO w.e.f. April 24 2019.
20. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
During the year there is no amount on account of principal or interest on publicdeposits was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies(Accounts) Rules 2014.
22. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited.
23. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its AuditedFinancial Results for the year ended March 31 2019 in the Board meeting duly held on May30 2019 which is well within the statutory time limits as prescribed in the CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
24. SIGNIFICANT & MATERIAL ORDERS
No significant or material orders have been passed against the Company by theRegulators Courts or
Tribunals which impacts the going concern status and company's operations in future.
25. OTHER DISCLOSURES
The Paid-up Equity Share Capital as at March 31 2019 stood at Rs. 515.06 lakhs. Duringthe year under review there were no changes which have taken place in the authorized andpaid-up share capital of the Company.
Authorised Capital of the Company is Rs. 60000000 divided into 6000000 Equity Shares ofRs. 10 each and Paid-up Capital of the Company is Rs. 51506000 divided into 5150600 EquityShares of Rs. 10 each.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act 2013 and the Rules framedthereunder are not applicable to the Company. Hence CSR report is not required to beannexed.
Particulars of Loan given Investments made Guarantee given and Security Provided
Particulars of loan given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are provided in thenotes to the Financial Statements.
Internal Financial Controls
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Statutory Auditors andthe reviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2018-19.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be reported to the Vigilance & Ethics Officer whichoperates under the supervision of the Audit Committee as protected disclosures through ane-mail or dedicated telephone line or a written letter. Employees may also reportdirectly to the Chairman of the Audit Committee. The said Policy is available on thewebsite of the Company athttp://www.swordnshieldpharma.com/pdf/Whistle%20Blower%20Policy.pdf.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to RelatedParty Transactions. The policy envisages the procedure governing the materiality ofRelated Party Transactions and dealing with Related Party transactions required to befollowed by Company to ensure compliance with the Law and Regulation. The said Policy isavailable on the website of the Company atwww.swordnshieldpharma.com/pdf/Related%20Party%20Transaction%20Policy.pdf.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there are only 2* Woman employee (Mrs. JyotsnabenPatel - Executive Woman Director who is holding the position in the Top Management Leveland Ms. Pooja Kadam - Company Secretary and the Compliance Officer of the Company) andtherefore there was no need to constitute an Internal Complaints Committee (ICC).
*Ms. Ankita Lunagariya was appointed as the Company Secretary and the ComplianceOfficer of the Company w.e.f. March 20 2019.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
Directors of the Company states that no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:
i. Details relating to deposits covered under Chapter V of the Act. ii. Issue of equityshares with differential rights as to dividend voting or otherwise. iii. Issue of shares(including sweat equity shares) to employees of the Company under any scheme. iv. TheCompany does not have any scheme of provision of money for the purchase of its own sharesby employees or by trustees for the benefit of employees. v. Neither the Managing Directornor the Whole Time Director of the Company receives any remuneration or commissions fromany of its subsidiaries.
27. GREEN INITIATIVES
Electronic copies of the Annual Report 2018-19 and the Notice of the 24thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
Your directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government Authorities lendinginstitutions and esteemed shareholders of the company. Directors also record theirappreciation for the total dedication of the employees.
| || ||For and on behalf of the Board of Directors |
|Date : August 14 2019 ||Pravinbhai Patel ||Jyotsnaben Patel |
|Place : Ahmedabad ||Managing Director ||Director |
| ||DIN 01877446 ||DIN 01877469 |