Your Directors are pleased to present the Twenty Sixth 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 312020.
The financial highlights of the Company during the period ended March 31 2020 are asbelow:
(Amount in Rupees)
|Particulars ||Financial Year 2019-20 ||Financial Year 2018-19 |
|Revenue from operations (Gross) ||7586700 ||14377358 |
|Less: Excise duty ||0.00 ||0.00 |
|Revenue from operations (Net) ||7586700 ||14377358 |
|Other income ||10067966 ||10240420 |
|Total Revenue ||17654666 ||24617777 |
|Less: Expenses || || |
|(a) Cost of materials consumed ||10651302 ||7452401 |
|(b) Purchases of stock-in-trade ||Nil ||Nil |
|(c) Changes in inventories of FG WIP & Stock-in-Trade ||- 8179800 ||-4790000 |
|(d) Employee benefits expense ||1968847 ||1611371 |
|(e) Finance costs ||3075.67 ||3113 |
|(f) Depreciation expense ||__ ||-- |
|(g) Other expenses ||5701960 ||6161973 |
|Total Expenses ||14935385 ||21890618 |
|Profit/ (Loss) before tax ||2719281 ||2727161 |
|Less: Tax expense: || || |
|(a) Current tax expense ||710000 ||730000 |
|(b) Deferred tax || || |
|(c) Prior Period Adjustment ||Nil ||Nil |
|Profit / (Loss) for the year ||2009281 ||1997161 |
|Earnings per share (face value Rs.10/-) Basic & Diluted ||0.19 ||0.19 |
GLOBAL HEALTH PANDEMIC FROM COVID-19:
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely newwork-from-home' model. Proactive preparations were done in our work locations duringthis transition to ensure our offices and training centers were safe.
We have extended support to the employees impacted by this pandemic including thosewho tested positive for COVID-19. The Company would implement a phased and safereturn-to-work plan as and when lockdown restrictions are relaxed.
The Company's total revenue from operations during the financial year ended 31st March2020 were Rs. 176.55 Lacs as against Rs. 246.18 Lacs of the previous year representingdecrease of approximately about 28.00% over the corresponding period of the previous yearwith total expenses of Rs. 149.35 lacs (previous year of Rs. 218.91lacs). The Company hasmade Net Profit of Rs.20.09 Lacs as against Rs. 19.97 Lacs of the previous year afterconsidering Depreciation and Provision for Tax and other adjustments representing aincrease of approximately about 0.61% over the corresponding period of the previous year.
The EPS of the Company for the year 2019-20 is Rs. 0.19.
No dividend has been recommended in respect of the financial year ended 31stMarch 2020and the entire surplus be ploughed back to the business to meet the needs for additionalfinance for capital expenditure.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year.
During the year under review there is no change in the paid up share capital of theCompany. Further the paid up share capital of the Company as on March 31 2020 is Rs.104009000.
STATE OF COMPANY AFFAIRS
During the year under review company made Total Income of Rs. 17654666/- as againstRs. 24617777/- in the previous year. The company has made profit before InterestDepreciation Finance Cost and Tax of Rs. 2722357/-against profit of Rs. 2730271/- inthe previous year in the financial statement.
Your Company made net profit of Rs. 2009281/- against profit of Rs. 1997158/- inthe previous year -in the financial statement.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY ANDCHANGE IN NATURE OF THE BUSINESS
The outbreak of Coronavirus ( COVID -19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.
COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On March 24 2020 the Government of Indiaordered a nationwide lockdown for 21 days which further got extended till May 3 2020 toprevent community spread of COVID-19 in India resulting in significant reduction ineconomic activities due to such material changes that has affect the financial position ofthe Company.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBSE where the Company's Shares are listed.
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
Mr. Shetal Shah Chairman and Managing Director of the Company. A brief resume of Mr.Shetal Shah being the Managing Director is given in the section on "Report onCorporate Governance" forming part of this Annual Report. Mr. Shetal Shah is a KeyManagerial Personnel of the Company in terms of Section 203(1) of the Companies Act 2013.Mr. Satish Shah Chief Financial Officer of the Company A brief resume of Mr. Satish Shahis given in the section on "Report on Corporate Governance" forming part of thisAnnual Report. Mr. Satish Shah is a Key Managerial Personnel of the Company in terms ofSection 203(1) of the Companies Act 2013.
Mr. Vishal Shah holds office as an Non-Executive Director and Non Independent Directorof the Company retire by rotation at the conclusion of this Annual General Meeting andbeing eligible offer himself for re-appointment. A brief resume of Mr. Vishal Shah isgiven in the section on "Report on Corporate Governance" forming part of thisAnnual Report.
Mr. Vijay Shah holds office as an 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 Mr. Vijay Shah is given in the sectionon "Report on Corporate Governance" forming part of this Annual Report.
Mrs. Lilaben Ageja holds office as an 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. Shikha Bajaj Company Secretary & Compliance Officer of the Companyare the Key Managerial Personnel in terms of Section 203(1) of the Companies Act 2013.
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 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 31 2020 andof the profit and loss of the Company for that period;
(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 andthat such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws 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 22.05.2019 14.08.2019 24.10.2019and11.12.2020. 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.
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 CODE OF CONDUCT
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 2020 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.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERAIL PERSONNEL (KMP)/EMPLOYEES:
The performance evaluation of the Independent Directors was completed. According toSchedule IV of the Companies Act 2013 and the Rules there under mandate that theindependent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non-independent directors and members of the Management. Even before theCompanies Act 2013 came into effect; our Board's policy mandated periodic meetingsattended exclusively by the independent directors. At such meetings the independentdirectors discuss among other matters the performance of the Company and risks faced byit the flow of information to the Board competition strategy leadership strengths andweaknesses governance compliance Board movements human resource matters andperformance of the executive members of the Board including the Chairman.
Considering the lockdown imposed in India due to the current pandemic situation acrossthe world the independent directors may not have adequate time and information at hand toconvene such independent director meeting. Further in the light of social distancingmeasures recommended by the Indian Government the independent directors of the Companywere not being able to hold such meetings physically before 31 March 2020. In thesecircumstances the MCA has clarified that if the independent directors are not able tohold at least one independent director meeting during the financial year 2019-20 the MCAwill not view it as a non-compliance of the statutory provisions through the amendmentmade in the Companies (Meetings of Board and its Powers) Amendment Rules 2020 (AmendedMeeting Rules).
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.
The Company at its Annual General Meeting held on 30th September 2015 had appointedM/s. M A A K & Associates Chartered Accountants Ahmedabad [FRN No. 135024W](previously known as M/s. Marmik G. Shah & Associates) as the Statutory Auditors for aterm of five consecutive years from the conclusion of the Tweny-first Annual GeneralMeeting to the conclusion of the Tweny-Sixth Annual General Meeting subject toratification of their appointment by the members every year. Further the first term ofthe appointment of Statutory Auditors expires at the conclusion of Tweny-Sixth AnnualGeneral Meeting.
Accordingly in terms of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 the present Statutory Auditors of the Company M/s. M AA K & Associates would hold office until the conclusion of the ensuing Annual GeneralMeeting. They have expressed their willingness to be reappointed for a further term. Interms of the provisions of Section 139 (2) (b)of the Companies Act 2013 an Audit Firmcan be appointed for two terms of five consecutive years each. The Board of Directors atits meeting held 25th August 2020 after considering the recommendations of the AuditCommittee had recommended the re-appointment of M/s. M A A K & Associates (previouslyknown as M/s. Marmik G. Shah & Associates) as the Statutory Auditors of the Companyfor approval of the Members to hold office for a period of five consecutive years fromthe conclusion of the ensuing Thirty-Sixth Annual General Meeting until the conclusion ofThirty-First Annual General Meeting to be held in the calendar year 2025. M/s. M A A K& Associates has submitted their confirmation to the effect that they continue tosatisfy the criteria provided in Section 141 of the Companies Act 2013 and that theirappointment is within the limits prescribed under Section 141(3)(g) of the Act. Membersare requested to ratify their appointment as the Statutory Auditors of the Company and tofix their remuneration.
The eligibility certificate pursuant to Section 141 of the Companies Act 2013 and therules made there under is also received from the Statutory Auditors of the Company.
The Standalone Auditors' Report for the financial year ended on March 31 2019 has beenprovided 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 22/05/2019 as the internal auditorof the company for the Financial Year 2019-20 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 there under theCompany has appointed M/s. Mukesh H. Shah &Co. Company Secretaries as SecretarialAuditor of the Company for the financial year ended on March 31 2020. The SecretarialAudit Report for the financial year ended on March 31 2020 is attached as AnnexureI to the Directors' Report and forming part of this Annual Report.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMER MADE
1. 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
Pursuant to Section 92 of the Companies Act 2013 and rules made thereunder theextract of the Annual Return in the prescribed Form MGT 9 is attached as AnnexureII to the Directors' Report and forming part of this Annual report. The same hasbeen disclosed on the website of the company at www.sawacabusiness.com.
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 III 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 ||Remuneration Paid ||Increase in remuneration from previous year |
| || ||FY 2019-20 ||FY 2018-19 || |
| || ||(Rs.) ||(Rs.) || |
|Shetal Shah ||CMD ||660000 ||480000 ||180000 |
|Satish Shah ||CFO ||660000 ||480000 ||180000 |
|Ms. Shikha Bajaj ||CS ||168000 ||70000 ||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 : 09 (Nine) Employed for part ofthe year : 01 (One) The number of permanent employees on the rolls of Company as on 31March 2020:09 (Nine) The remuneration paid to all Key management Personnel was inaccordance with remuneration 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.
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 2020.
The Board of Directors greatly appreciates the commitment and dedication ofemployees at all levels who have contributed to the growth and success of the Company. Wealso thank all our clients vendors investors bankers and other business associates fortheir continued 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.