Your Directors are pleased to present the Twenty Seventh Annual Report of the Companycovering the operating and financial performance together with the Audited FinancialStatements and the Auditors' Report thereon for the Financial Year ended on March 312022.
The financial highlights of the Company during the period ended March 31 2022 are asbelow:
(Amount in Rupees)
|Particulars ||Financial Year ||Financial Year |
| ||2021-22 ||2020-21 |
|Revenue from operations (Gross) ||292.84 ||266.75 |
|Less: Excise duty ||0.00 ||0.00 |
|Revenue from operations (Net) ||292.84 ||266.75 |
|Other income ||89.18 ||100.67 |
|Total Revenue ||382.02 ||367.42 |
|Less: Expenses || || |
|(a) Cost of materials consumed ||242.58 ||257.9 |
|(b) Purchases of stock-in-trade ||Nil ||Nil |
|(c) Changes in inventories of FG WIP & Stock-in-Trade ||Nil ||Nil |
|(d) Employee benefits expense ||32.07 ||30.85 |
|(e) Finance costs ||Nil ||Nil |
|(f) Depreciation expense ||12.96 ||1.04 |
|(g) Other expenses ||34.71 ||48.03 |
|Total Expenses ||324.88 ||337.95 |
|Profit/ (Loss) before tax ||57.14 ||29.47 |
|Less: Tax expense: || || |
|(a) Current tax expense ||16.43 ||7.53 |
|(b) Deferred tax ||(1.47) ||0.13 |
|(c) Prior Period Adjustment ||1.57 ||Nil |
|Profit / (Loss) for the year ||40.62 ||21.81 |
|Earnings per share (face value Rs.10/-) Basic & Diluted (In Rupees) ||0.39 ||0.21 |
The Company's total revenue from operations during the financial year ended 31stMarch2022 were Rs. 382.02 Lacs as against Rs. 367.42 Lacs of the previous year representingIncrease of approximately about 4% over the corresponding period of the previous year withtotal expenses of Rs. 324.88 lacs (previous year of Rs. 337.95 lacs). The Company has madeNet Profit of Rs. 40.62 Lacs as against Rs. 21.81 Lacs of the previous year afterconsidering Depreciation and Provision for Tax and other adjustments representing anincrease of approximately about 19% over the corresponding period of the previous year.
The EPS of the Company for the year 2021-22 is Rs. 0.39.
No dividend has been recommended in respect of the financial year ended 31st March2022 and the entire surplus be ploughed back to the business to meet the needs foradditional finance for capital expenditure.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year.
During the year under review there has been no change in the Share Capital of theCompany. The Company's Authorized share capital is Rs.110000000/- comprising of11000000 equity shares of Rs.10/- each.
During the year under review there was no change in Paid-up share capital of theCompany and it remained at Rs. 104009000/- comprising of 10400900 equity shares ofRs.10/- each.
STATE OF COMPANY AFFAIRS
During the year under review company made Total Income of Rs. 382.02/-Lakhs as againstRs. 367.42/-Lakhs in the previous year. The company has made profit before InterestDepreciation Finance Cost and Tax of Rs. 70.85/-Lakhs against profit of Rs. 30.51/-Lakhin the previous year in the financial statement.
Your Company made net profit of Rs. 40.62 Lacs as against Rs. 21.81 /- in the previousyear -in the financial statement.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY ANDCHANGE IN NATURE OF THE BUSINESS
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this Directors' Report.
The company has started normal business during the year under review.
However the company had split and increased the authorized and paid up equity sharecapital between the date of closure of financial year and date of this report.
The Company has vide resolutions dated 17.05.2022 passed through Postal Ballot splitthe equity share of Rs.10/-each into Rs.1/- each and has increased the Authorised ShareCapital to Rs.115000000 and had capitalized Rs.10400900 out of free reserves byissuing the Bonus Shares in the ration of 10:100 (Post Split) resulting into an increasein paid up share capital of the Company which on the date of this report stands atRs.114409900/-.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 toBSE Limited where the Company's Shares are listed.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the Company did not transfer any unclaimed dividend andshares to Investors Education and Protection Fund.
During the year under review the Company has neither invited nor accepted any depositsfrom the public under Section 76 and Chapter V of the Companies Act 2013 and rules madethereunder.
SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
During the year under review the Company does not have any Subsidiary Joint Venture(JV) or Associates Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
There were no material changes during the year on the board of directors
Mr. Shetal Shah Chairman and Managing Director of the Company who retires by rotationat the conclusion of this Annual General Meeting and being eligible offer himself forre-appointment. A brief resume of Mr. Shetal Shah being the Managing Director is givenin the section on "Report on Corporate Governance" forming part of this AnnualReport. Mr. Shetal Shah is a Key Managerial Personnel of the Company in terms of Section203(1) of the Companies Act 2013. Mr. Vijay Shah holds office as a Non-Executive andIndependent Director of the Company and is eligible for appointment as a Director who isnot liable for retirement by rotation for a period of 5 years. A brief resume of Mr. VijayShah is given in the section on "Report on Corporate Governance" forming part ofthis Annual Report.
Mrs. Lilaben Ageja holds office as a Non-Executive and Independent Director of theCompany and is eligible for appointment as a Director who is not liable for retirement byrotation for a period of 5 years. A brief resume of Mrs. Lilaben Ageja is given in thesection on "Report on Corporate Governance" forming part of this Annual Report.
Mr. Shetal Shah Chairman and Managing Director and Mr. Satish Shah Chief FinancialOfficer and Ms. Manali Jain Company Secretary & Compliance Officer of the Company arethe Key Managerial Personnel in terms of Section 203(1) of the Companies Act 2013.
However after the closure of financial year:-
Mr. Vishal Shah who held the office as an Non-Executive Director and Non IndependentDirector of the Company has resigned from his office and the Board has accepted andapproved his resignation in its meeting dated 22.07.2022. On resignation of Mr. Vishal SShah Mr. Satishkumar Ramanalal Shah have been appointed as Non-Executive Non-IndependentDirector of the Company w.e.f. 22.07.2022 till the conclusion of this AGM and the Boardhas proposed Special Resolution to the members at the AGM for regularization ofappointment done by the Board.
Further Mr. Satishkumar R Shah has resigned from the post of Chief Financial Officer ofthe Company and Mr. Shetal S Shah took up the said position after the resignation of Mr.Satish S Shah.
As on date of this Report the Board of Directors of the Company comprised of FourDirectors one of whom is the Chairman & Managing Director. The remaining ThreeDirectors comprises of one who is a Non-Executive and Non-Independent Director TwoDirector Non-Executive and Independent Directors.
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act2013 from each of its Non-Executive and Independent Directors to the effect that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as "Listing Regulations").These declarations have been placed before and noted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors to the best ofits knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the financial year ended on March 312022 the applicable accounting standards had been followed along with proper explanationrelating to material departures; (b) They have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year March 31 2022 and of the profit and loss of the Company for thatperiod; (c) They 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) They have prepared the annual accounts on a going concern basis; (e)They have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and (f) Theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
During the year under review Regular Board Meetings are held once in a quarterinter-alia to review the quarterly results of the Company. During the year under review 4(Four) Board Meetings were convened and held on 30.06.2021 13.08.2021 01.11.2021 and21.01.2022. The intervening gap between the two meetings was within the period prescribedunder the Companies Act 2013. The details of the meetings of the Board of Directors aregiven in the section on "Report on Corporate Governance" forming part of thisAnnual Report.
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review there were no frauds reported by the auditors to theBoard under section 143(12) of the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee which has framedNomination and Remuneration Policy. The Committee reviews and recommend to the Board ofDirectors about remuneration for Directors and Key Managerial Personnel and other employeeup to one level below of Key Managerial Personnel. The Company does not pay anyremuneration to the Non-Executive Directors of the Company other than sitting fee forattending the Meetings of the Board of Directors and Committees of the Board. Remunerationto Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointmentre-appointment and remuneration of Directors Key Managerial. All the appointmentre-appointment and remuneration of Directors and Key Managerial Personnel are as per theNomination and Remuneration Policy of the Company. The Nomination and Remuneration Policyis also available on the website of the Company www.sawacabusiness.com
For Board of Directors and Senior Management Group. The Board of Directors of theCompany has laid down a code of conduct for all the Board Members and Senior ManagementGroup of the Company. The main object of the Code is to set a benchmark for the Company'scommitment to values and ethical business conduct and practices. Its purpose is to conductthe business of the Company in accordance with its value systems fair and ethicalpractices applicable laws rules and regulations. Further the Code provides for thehighest standard of professional integrity while discharging the duties and to promote anddemonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmedcompliance with the code of conduct for the financial year ended on March 31 2022 asrequired by Regulation 26(3) of the Listing Regulations. A declaration signed by theChairman & Managing Director to this effect is attached as a part of this AnnualReport. The code of conduct is also available on the website of the Companywww.sawacabusiness.com
FOR PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 came into effect from May 15 2015 to put in place a framework forprohibition of insider trading in securities and to strengthen the legal frameworkthereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 the Company has formulated and adopted the Code ofPractices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure isavailable on the website of the Company www.sawacabusiness.com Further pursuant toRegulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 the Company has formulated and adopted the Code of Conduct forPrevention of Insider Trading. The Code lays down guidelines and procedures to be followedand disclosures to be made while dealing with the shares of the Company and cautioningthem on the consequence of non-compliances. The Company Secretary has been appointed as aCompliance Officer and is responsible for monitoring adherence to the Code. The code ofconduct to regulate monitor and report trading by insiders is also available on thewebsite of the Company www.sawacabusiness.com
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company www.sawacabusiness.com.
Pursuant to the provisions of Sections 178(2) of the Companies Act 2013 and Regulation17(10) of the Listing Regulations the Nomination and Remuneration Committee / Board hascarried out evaluation of the performance of the Board its Committees and IndependentDirectors. A structured evaluation feedback form was prepared after taking intoconsideration the inputs received from the Directors covering various aspects such asboard composition flow of board process information and functioning establishment anddetermination of responsibilities of Committees and quality of relationship between theBoard and the management. The performance of Individual Directors and the Board Chairmanwas also carried out in terms of attendance contribution at the meetings circulation ofsufficient documents to the Directors timely availability of the agenda etc. Furtherpursuant to Schedule IV of the Companies Act 2013 the performance evaluation of theIndependent Directors was carried out by the entire Board of Directors of the Companyexcept the one being evaluated.
The performance evaluation of the Independent Directors was completed. During thefinancial year under review the Independent Directors met on 08thMarch 2022 inter-aliato discuss: z Performance evaluation of Non Independent Directors and Board of Directorsas a whole; z Performance evaluation of the Chairman of the Company; z Evaluation of thequantity quality and timeliness of flow of information between the Management and Boardfor effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
COMMITTEES OF THE BOARD OF DIRECTORS
Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors: z Audit Committee zStakeholder's Grievances and Relationship Committee z Nomination and RemunerationCommittee z Executive Committee z Transfer Committee
The details with respect to the compositions powers terms of reference and otherinformation of relevant committees are given in details in the Corporate Governance Reportwhich forms part of this Annual Report.
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same.
The Company has framed a formal Risk Management Framework for risk assessment and riskminimization which is periodically reviewed to ensure smooth operation and effectivemanagement control. The Audit Committee also reviews the adequacy of the risk managementframework of the Company the key risks associated with the business and measure and stepsin place to minimize the same.
POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Directors state that during the year under review there were no complaintsreported under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164(2) of the Companies Act 2013.
Pursuant to Section 139 and other applicable provisions of the Companies Act 2013 andrules made there under M/ s. M A A K & Associates(Firm Registration Number: 135024W)Statutory Auditors Chartered Accountants Ahmedabad were appointed as a StatutoryAuditors of the Company at the Twenty Sixth Annual General Meeting held on September 302020 for five years i.e. Financial Year 2021-22 to Financial Year 2024-2025 fromconclusion of Twenty six Annual General Meeting till the conclusion of Thirty First AnnualTwenty six Annual General Meeting.
The eligibility certificate pursuant to Section 141 of the Companies Act 2013 and therules made thereunder is also received from the Statutory Auditors of the Company.
The Standalone Auditors' Report for the financial year ended on March 31 2022 havebeen provided in "Financial Statements" forming part of this Annual Report.
The report of the Statutory Auditor does not contain any qualification reservationadverse remark or disclaimer. The observations made in the Auditor's Report areself-explanatory and therefore do not call for any further comments.
M/s. Shridhar Shah & Co. has been appointed on 30.06.2022 as the internal auditorof the company for the Financial Year 2021-22 and continues until resolved further.Internal Auditors are appointed by the Board of Directors of the Company on a yearlybasis based on the recommendation of the Audit Committee. The Internal Auditor reportstheir findings on the Internal Audit of the Company to the Audit Committee on a quarterlybasis. The scope of internal audit is approved by the Audit Committee.
Pursuant to Section 204 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. Mukesh H. Shah &Co. Company Secretaries as SecretarialAuditor of the Company for the financial year ended on March 31 2022. The SecretarialAudit Report for the financial year ended on March 31 2022 is attached as AnnexureIto the Directors' Report and forming part of this Annual Report.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMER MADE
There is a no qualification of Disclaimer of Opinion in the Auditor's Report on theFinancial Statements to the shareholders of the Company made by the Statutory Auditors intheir Auditors
EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 The annual returnin Form No.MGT-7 for the financial year 2021-22 will be available on the website of theCompany (www.sawacabusiness.com). The due date for filing annual return for the financialyear 2021-22 is within a period of sixty days from the date of annual general meeting.Accordingly the Company shall file the same with the Ministry of Corporate Affairs withinprescribed time and a copy of the same shall be made available on the website of theCompany (www.sawacabusiness.com) as is required in terms of Section 92(3) of the CompaniesAct 2013.
CORPORATE GOVERNANCE REPORT:
Pursuant to the Regulation 34(3) read with Schedule V Part C of the ListingRegulations a "Report on Corporate Governance" is given separately formingpart of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V Part E ofthe Listing Regulations the Certificate from M/s. M A A K& Associates CharteredAccountants Ahmedabad confirming compliance with the conditions of Corporate Governanceis annexed to the Corporate Governance Report forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the Regulation 34(2)(e) read with Schedule V Part B of the ListingRegulations "Management Discussion & Analysis" is given separately formingpart of this Annual Report.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENT
Pursuant to Section 186 of the Companies Ac 2013 and the rules made thereunderparticulars of loans given investments made or guarantee given or security provided havebeen provided in "Financial Statements" forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provision of Section 188 of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules 2014 particulars of contracts or arrangements withrelated parties falling within the scope of Section 188(1) of the Companies Act 2013given in prescribed Form AOC-2 is attached as Annexure II to the Directors' Reportand forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under the mandatory bracket of Corporate SocialResponsibility the Company has not taken any initiative on Corporate SocialResponsibility.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively. To maintain the objectivity and independence ofInternal Audit the Internal Auditor reports to the Chairman of the Audit Committee of theBoard. The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the Control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as follows:
Remuneration Ratio of Directors/ KMP/ Employees:
|Name ||Designation || |
|Ratio to medain remuneration ||Increase / decrease in remuneration from previous year (Rs.) |
| || ||FY 2021-22 ||FY 2020-21 || || |
| || ||(Rs.) ||(Rs.) || || |
|Shetal Shah ||CMD ||855000 ||660000 ||183.08 ||(195000) |
|Satish Shah ||CFO ||855000 ||660000 ||183.08 ||(195000) |
|Vishal Shah ||NED ||420000 ||420000 ||250 ||0 |
|Ms. Manali Jain ||CS ||75000 ||180000 ||49.93 ||0 |
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are as follows: Employed throughout the year : 11 (Twelve) Employed for partof the year : 02 (Two)
The number of permanent employees on the rolls of Company as on 31 March 2022: 09(Ten)
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the Conservation of Energy Technology Absorptionand Research and Development are not applicable to the Company.
During the Year Company used foreign exchange and earned foreign exchange amounting isNIL.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review there were no significant and/or material orders passedby any Court or Regulator or Tribunal which may impact the going concern status or theCompany's operations in future.
The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notificationSEBI/LAD-NRO/GN/2015-16/27 dated December 22 2015 the Business Responsibility Report isto be given only by top 500 listed companies based on market capitalization therefore thesame is not applicable to the Company as on March 31 2022.
MAINENTANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 are notapplicable to the Company and accordingly such accounts and records are not required to bemaintained.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR
The balances of monies accepted by the Company from Directors/ relatives of Directorsat the beginning of the year were Rs. NIL /- and at the close of year was Rs. NIL
The Funds has been given out of Directors own Funds and is not being given out of fundsacquired by borrowing from others.
As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the Demat activation number allotted to the Company is ISIN:INE248B01023. Pres- entry shares are held in electronic and physical mode (99.77% ofshares in demat 0.23% in physical mode).
INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable to the Company.
The Board of Directors greatly appreciates the commitment and dedication of employeesat all levels who have contributed to the growth and success of the Company. We also thankall our clients vendors investors bankers and other business associates for theircontinued support and encouragement during the year.
We also thank the Government of India Government of Gujarat Ministry of Commerce andIndustry Ministry of Finance Customs and Excise Departments Income Tax Department andall other Government Agencies for their support during the year and look forward to theircontinued support in future.
| ||For And On Behalf Of The Board Of Directors |
| ||For Sawaca Business Machines Limited |
| ||Sd/- |
| ||Shetal Satishkumar Shah |
|PLACE : Ahmedabad ||CMD |
|DATE : 22.07.2022 ||DIN: 02148909 |