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SW Investments Ltd.

BSE: 503659 Sector: Financials
NSE: N.A. ISIN Code: INE948K01011
BSE 00:00 | 29 Jul 21.75 0
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NSE 05:30 | 01 Jan SW Investments Ltd
OPEN 21.75
PREVIOUS CLOSE 21.75
VOLUME 100
52-Week high 22.80
52-Week low 18.50
P/E 53.05
Mkt Cap.(Rs cr) 2
Buy Price 21.75
Buy Qty 33.00
Sell Price 23.50
Sell Qty 50.00
OPEN 21.75
CLOSE 21.75
VOLUME 100
52-Week high 22.80
52-Week low 18.50
P/E 53.05
Mkt Cap.(Rs cr) 2
Buy Price 21.75
Buy Qty 33.00
Sell Price 23.50
Sell Qty 50.00

SW Investments Ltd. (SWINVESTMENTS) - Director Report

Company director report

To

The Members

SW Investments Limited

Your Directors take the privilege of presenting the 39th Annual Report of the Companyon the business and operations of the Company together with the Audited Statement ofAccounts for the year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended 31st March 2019 as comparedto the previous financial year is summarized below: (Rs. In Lakhs)

Particulars For the year ended on 31.03.2019 For the year ended on 31.03.2018
Revenue from operations 3499.16 49.45
Other Income 1.10 0.74
Total Revenue 3500.26 50.19
Total Expenditure 3442.75 18.24
Profit Before Tax (PBT) 57.51 31.95
Less: Income Tax Provision
Excess/(Short)provision for tax - -
Current Tax 15.14 8.10
Profit After Tax (PAT) 42.37 23.85
Balance brought forward from previous year 157.46 133.61
Surplus available for Appropriation 199.83 157.46
Less: Appropriations
Proposed equity dividend -- --
Tax on proposed equity dividend -- --
Statutory Reserve Fund -- --
Transfer to Capital Reserve -- --
Surplus carried to Balance Sheet 199.83 157.46

PERFORMANCE

During the year under review the total revenue earned is Rs. 3500.26 Lakhscompared to previous year's revenue of Rs. 50.19 Lakhs. The profit before taxstands at Rs. 57.51 Lakhs as compared to Rs. 31.95 Lakhs during the previousyear.

There were no changes in the nature of business during the financial year under reviewto be disclosed in this report.

DIVIDEND

To strengthen the financial position of the Company your Directors do not recommendany dividend for the period under consideration.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profitsearned during the Financial Year 2018-19.

SHARE CAPITAL

During the year under review the Company has not allotted any Equity Shares thus thepaid up Equity Share Capital of the Company remains the same i.e. 900000 equity sharesof Rs. 10/- each. Also the Company has not issued shares with differential voting rightsand sweat equity shares.

DEPOSITS

Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATECOMPANIES

The Company does not have any Subsidiary/Joint Venture/Associate Company and thereforethe details of subsidiaries of the Company in format AOC-1 for the Financial Year2018-19 is not applicable. The Company has adopted the policy determining materialsubsidiaries and the said policy is available on the Company's website atwww.sw1india.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the notes to the Financial Statements of theCompany.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of section 152 of the Companies Act 2013 (‘theAct') Mr. Pankaj Jain (DIN- 00048283) Director of the Company who is liable to retire byrotation and being eligible seeks re-appointment at the ensuing Annual General Meeting.The Board recommends his re-appointment.

Mr. Mahadevan Kalahasthi ceased to act as a Director of the Company due to his demiseon 9th February 2019.

Ms. Sandhya Malhotra was appointed Additional Director in the capacity of Non-ExecutiveIndependent Director of the Company who shall hold office upto the date of ensuing AGMfor a term of five consecutive years from 30th May 2019 subject to members approval inthe ensuing general meeting.

Change in designation of Mrs. Lalitha Cheripalli from Non-executive Director toWhole-time Director of the Company w.e.f. 30th May 2019 for a term of 5 years at aproposed remuneration of Rs. 8.6 lakhs per annum subject to approval of shareholders inthe ensuing general meeting.

Mr. Amit Pitale was appointed as the Chief Financial Officer of the Company w.e.f. 30thMay 2019 by the Board of Directors of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and rules framedthereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations'). The Board reviewed the certificates andnoted that all Independent Directors are Independent of the Company's Management.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 (four) times i.e. on 18th May 2018 13th August 201826th October 2018 and 1st February 2019 during the financial year ended 31st March 2019in accordance with the provisions of the Companies Act 2013 and rules made thereunder.The Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.

The name of members of the Board of Directors their attendance at the Board Meetingsof the Company and last Annual General Meeting during the period under review is givenbelow:

Name of Director Category No. of Board Meetings attended during the period under review Attendance at the last AGM held on 26th September 2018
Mr. Mahadevan Kalahasthi* Independent Non Executive 4 No
Mr. Pankaj Jain Non Independent Non Executive 4 No
Mr. Gautam Panchal Independent Non Executive 3 Yes
Mrs. Lalitha Cheripalli# Non-Executive Director 4 Yes

* Mr. Mahadevan Kalahasthi ceased to act as a Director due to demise on 9th February2019.

# Change in designation of Mrs. Lalitha Cheripalli from Non Independent Non Executiveto Whole-time Director w.e.f 30th May 2019.

Directors' Responsibility Statement

In terms of section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2019 the Board ofDirectors hereby confirms that:

a) in the preparation of the annual accounts for the year 2018-19 the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures;

b) such accounting policies were selected and applied consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the Financial Year under review and of theProfits of the Company for that period;

c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Audit Committee

An Audit Committee has been constituted in accordance with the provisions of section177 of the Companies Act 2013 and the Listing Regulations.

Constitution of the Audit Committee and Meetings held during the year

During the financial year under review four meetings of the Audit Committee were heldi.e. on 18th May 2018 13th August 2018 26th October 2018 and 1st February 2019. Thecurrent composition of the Committee is as follows:

Name of the Director Category
Mr. Mahadevan Kalahasthi* Independent Non Executive
Mr. Pankaj Jain Non Independent Non Executive
Mr Gautam Panchal Independent Non Executive
Mrs. Sandhya Malhotra# Independent Non Executive

* Mr. Mahadevan Kalahasthi ceased to be member of the Audit Committee pursuant to hisceasation as a Director due to demise on 9th February 2019.

# Mrs. Sandhya Malhotra was appointed as Director on 30th May 2019 and also appointedas a member of the Audit Committee w.e.f 30th May 2019.

Terms of Reference

The composition powers role and terms of reference of the Committee are wide enoughcovering the matters specified for Audit Committee under Regulation 18 read with Part C ofschedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and section 177 of the Companies Act 2013.

In view of the amendments to the Listing Regulations and SEBI (Prohibition of InsiderTrading) Regulations 2015 the Board amended the terms of reference of the Committeeeffective from 1st April 2019.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee has been constituted in accordance with theprovisions of sub-section (3) of section 178 of the Act and the Listing Regulations.

In view of the amendments to the Listing Regulations the Board of Directors amendedthe terms of reference of the Committee effective from 1st April 2019.

During the financial year under review two meetings of the Nomination and RemunerationCommittee was held on 18th May 2018 and 1st February 2019. The current composition of theCommittee is as follows:

Name of the Director Category
Mr. Gautam Panchal Non-Executive Independent
Mr. Mahadevan Kalahasthi* Non-Executive Independent
Mr. Pankaj Jain Non-Executive Non-Independent
Mrs. Sandhya Malhotra# Independent Non Executive

* Mr. Mahadevan Kalahasthi ceased to be member of Nomination and Remuneration Committeepursuant to his cessation as a Director due to his demise on 9th February 2019.

# Mrs. Sandhya Malhotra was appointed as Director on 30th May 2019 and also appointedas a member of the Nomination and Remuneration Committee w.e.f. 30th May 2019.

Policy on Directors' appointment and remuneration

The Company has a duly constituted Nomination and Remuneration Committee("NRC") with its composition quorum powers role and scope in line with theapplicable provisions of the Act and SEBI Listing Regulations.

The policy inter alia provides the (a) criteria for determining qualificationspositive attributes and independence of directors and (b) policy on remuneration fordirectors key managerial personnel and other employees. The policy is directed towards acompensation philosophy and structure that will attract retain and motivate talent andprovides for a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3)of the Act and the same is uploaded on the website of the Company at www.sw1india.com.

Stakeholders' Relationship Committee

Pursuant to the provisions of the Companies Act and Listing Regulations the Companyhas constituted Stakeholders Relationship Committee. The Committee is specificallyresponsible for the redressal of security holders grievances related to non-receipt ofAnnual Report non-receipt of declared dividend etc.

In view of the amendments to the Listing Regulations the Board of Directors amendedthe terms of reference of the Committee effective from 1st April 2019.

Composition of Stakeholders' Relationship Committee and Meetings held during the year

During the financial year under review four meetings of the Shareholders / InvestorsGrievance Committee were held i.e. on 18th May 2018 13th August 2018 26th October 2018and 1st February 2019. The current composition of the Committee is as follows:

Name of the Director Category
Mr. Pankaj Jain Non Independent Non Executive
Mr. Mahadevan Kalahasthi* Independent Non Executive
Mr. Gautam Panchal Independent Non Executive
Mrs. Sandhya Malhotra# Independent Non Executive

* Mr. Mahadevan Kalahasthi ceased to be member of Stakeholders' Relationship Committeepursuant to his cessation as a Director due to his demise on 9th February 2019.

# Mrs. Sandhya Malhotra was appointed as Director on 30th May 2019 and also appointedas a member of the Stakeholders' Relationship Committee w. e. f 30th May 2019.

During the financial year under review the Company has not received any complaint fromthe shareholders.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review Independent Directors met on 1st February 2019 interalia to discuss:

1. Evaluation of the Performance of Non Independent Directors and the Board ofDirectors as a whole;

2. Evaluation of the Performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors;

3. Evaluation of the quality content and timeliness of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

All Independent Directors were present at the Meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Since the net profit of the Company is below Rs. 5 crores the provisions of section135 of the Companies Act 2013 are not applicable to the Company. The Company is notrequired to develop and implement any Corporate Social Responsibility initiatives.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of Board of Directors and of its Committeesand individual Directors on the basis of a structured questionnaire which comprisesevaluation criteria taking into consideration various performance related aspects. TheBoard of Directors has expressed their satisfaction with the evaluation process. Theoverall performance of the Board was satisfactory.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of section 177(9) of the Companies Act 2013 read withRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has established a Vigil Mechanism which includes whistle blower policyfor Directors and employees to report genuine concerns to the management of the Company.The whistle blower policy of the Company is posted on the website of the Company and maybe accessed at www.sw1india.com.

RISK MANAGEMENT

The Board of Directors have adopted a risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

RELATED PARTY TRANSACTIONS

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated parties are in the ordinary course of business and on arm's length basis. Thereare no material significant related party transactions entered into by the Company withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large.

PARTICULARS OF EMPLOYEES

During the Financial Year 18-19 there were no persons employed for a part of thefinancial year or throughout the financial year who were in receipt of remuneration of notless than Rs. 8.5 lakhs p.m or Rs. 1.2 crores p.a. respectively.

In accordance with the provisions contained in the proviso to section 136(1) of theCompanies Act 2013 the information required under section 197(12) of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are available for inspection at the registered office of the Company duringworking hours for a period of twenty one days before the date of the Annual GeneralMeeting.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of the Companies Act 2013 the Company has complied withthe Secretarial Standard on the Meetings of the Board of Directors (SS-1) and SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) and approved by the Central Government under Section 118(10) of the CompaniesAct 2013.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The internal financial controls with reference to the financial statements wereadequate and operating effectively.

AUDITORS

A) STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s MBAH & Co. Chartered Accountants Mumbai (FirmRegistration No.121426W) were appointed as Statutory Auditors of the Company to holdoffice from the conclusion of the 35th Annual General Meeting (AGM) held on 29thSeptember 2015 till the conclusion of the AGM to be held in 2020.

The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed.

The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by Statutory Auditor.

Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

B) SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has re-appointed Veeraraghavan N. (Membership No. A6911) CompanySecretary in Practice to undertake the Secretarial Audit of the Company. Secretarial AuditReport for the financial year 2018-19 issued by him in the prescribed form MR-3 is annexedas ‘Annexure A' to this Report. In respect of the observation made by theauditor in the report Directors would like to state that the Company has appointed AmitPitale as Chief Financial Officer and Mrs. Lalitha Cheripalli as Whole-time Director on30th May 2019.

C) COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable in respect ofthe business activities carried out by the Company.

D) INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacyof internal controls with the objective of providing to the Audit Committee and the Boardof Directors an independent objective and reasonable assurance on the adequacy andeffectiveness of the organisation's risk management control and governance processes. TheCompany has appointed M/s. N. Somani & Co. (Firm Registration No. 139934W) CharteredAccountants as an Internal Auditor. Findings of the Internal Auditor are placed beforeAudit Committee which reviews and discuss the actions taken with the Management.

OTHER DISCLOSURES

Other disclosures as per provisions of section 134 of the Act read with Companies(Accounts) Rules 2014 and Listing Regulations are furnished as under:

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B". The same is available on www.sw1india.com.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of activities the Company is engaged into the Company is notrequired to furnish information as required under the provisions of section 134(3)(m) ofthe Companies Act 2013 read with the rule 8(3) of the Companies (Accounts) Rules 2014.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: NIL
ii) Foreign Exchange Outflow: NIL

Information Required Under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2014

Your Company has in place an appropriate policy which is in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints if anyreceived regarding sexual harassment of women. We further state that during the financialyear under review there were no complaints received/cases filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

All documents including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members. A member shall be entitled to request forphysical copy of any such documents.

CORPORATE GOVERNANCE

Provisions relating to Corporate Governance is not applicable to the Company pursuantto the Regulation 27(2) of SEBI (LODR) Regulation 2015.

CODE OF CONDUCT AND BUSINESS ETHICS

The Company has adopted a Code of Conduct for Directors and Senior Management Personnelof the Company. As per Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the same have been posted on the Company's website. TheCompany has received confirmations from the Directors and Senior Management personnelregarding compliance with the Code for the year ended 31st March 2019.

MANAGRMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.

NON COMPLIANCES/STRICTURES/PENALTIES IMPOSED

During the last three years there were no penalties or strictures imposed on theCompany by SEBI Stock Exchange or any statutory authority on any matter related tocapital market.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed all relevant Accounting Standards while preparing theFinancial Statements.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their sincere appreciation and gratitude for theco-operation and assistance from its shareholders bankers regulatory bodies and otherbusiness constituents.

Your Directors also wish to place on record their deep sense of appreciation for thecontribution and commitment made by every member of the Company.

For and on Behalf of the Board of Directors
Mr. Pankaj Jain Mrs. Lalitha Cheripalli
Director (DIN: 00048283) Director (DIN: 07026989)
Date: May 30 2019
Place: Mumbai