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SW Investments Ltd.

BSE: 503659 Sector: Financials
NSE: N.A. ISIN Code: INE948K01011
BSE 00:00 | 05 Aug 49.40 0
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NSE 05:30 | 01 Jan SW Investments Ltd
OPEN 49.40
PREVIOUS CLOSE 49.40
VOLUME 70
52-Week high 107.50
52-Week low 44.05
P/E 823.33
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.40
CLOSE 49.40
VOLUME 70
52-Week high 107.50
52-Week low 44.05
P/E 823.33
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SW Investments Ltd. (SWINVESTMENTS) - Director Report

Company director report

To

The Members

SW Investments Limited

Your Directors take the privilege of presenting the 42nd Annual Report ofthe Company on the business and operations of the Company together with the AuditedStatement of Accounts for the year ended 31stMarch 202 2.

FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended 31st March 2022as compared to the previous financial year is summarized below:

(Rs. In Lakh)

Particulars For the year ended on 31.03.2022 For the year ended on 31.03.2021
Revenue from operations 4.61 36.29
Other Income 53.67 28.71
Total Revenue 58.28 65.00
Total Expenditure 19.98 45.78
Profit Before Tax (PBT) 38.30 19.22
Less: Current Tax 9.64 4.50
Profit After Tax (PAT) 28.66 14.72

PERFORMANCE

During the year under review the revenue from operations stood at Rs.461000/-compared to previous year's revenue of Rs. 3629000/-. The profit before tax stands atRs.3830000/- as compared to Rs.1922000/-during the previous year.

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 under review.

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 /Joint Venture/ Associate of the Company in format AOC-1 forthe Financial Year under review is not applicable.

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 notesto 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 Mrs.Lalitha Cheripalli (DIN: 07026989) 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 herre -appointment. Mr. Gautam Panchal (DIN: 07826634) had beenappointed as an Independent Director on the Board of the Company for his first term of 5years effective from June 27 2017. His present tenure as Independent director is uptoJune 27 2022. In the opinion of the Board he is a well-respected professional who bringsa wealth of experience and business acumen to the Board. Pursuant to the recommendation ofNomination and Remuneration Committee the Board of Directors at its meeting held on 27thMay 2022 approved re-appointment of Mr. Gautam Panchal (DIN: 07826634) as IndependentDirector of the Company for a second term of 5 years with effect from June 28 2022 toJune 27 2027 subject to approval of the shareholders of the Company. Mr. Panchal hasconfirmed his eligibility and willingness to continue in the office of Non-ExecutiveIndependent Director of the Company. Necessary resolution for his appointment is beingplaced for the approval of shareholders as part of the notice of the Annual GeneralMeeting. There were following changes in the Key Managerial Personnel of the Companyduring the year. Ms. Sapna Patel ceased to be a Key Managerial Personnel (CompanySecretary) upon her resignation at the close of business hours on 09th October2021. Mrs. Shaily Dedhia was appointed as the Company Secretary and Compliance Officer andwas designated as a Key Managerial Personnel with effect from 05thApril 2022.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet the ‘criteria of Independence' as prescribed under Section149(6) of the Act and have submitted their respective declarations as required underSection 149(7) of the Act and Regulation 16(1) of the Listing Regulations that they arenot aware of any circumstance or situation which exists or is anticipated that couldimpair or impact their ability to discharge their duties with an independent judgment andwithout any external influence as required under Regulation 25 of the Listing Regulations.The Independent Directors also confirmed that they have duly registered their names in thedata bank for Independent Directors maintained by Indian Institute of Corporate Affairs.Further the Board is of the opinion that the Independent Directors of the Company possessrequisite qualities to act as Independent Directors including integrity relevantexpertise and experience. The Board further confirms that the Independent Directors whowere required to have duly passed the online proficiency self-assessment test conductedby the Indian Institute of Corporate Affairs. The certificate under Regulation 34(3) ofListing Regulations forms part to this report.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 6 (Six) times i.e. on 31st May 2021 25thJune 2021 11th August 2021 30thAugust 202111 thNovember2021 and 11thFe bruary 2022 during the financial year ended 31stMarch 2022 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The Directors actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time. The name ofmembers of the Board of Directors their attendance at the Board Meetings of the Companyand last Annual General Meeting during the period under review is given below:

Name of Director Category No. of Board Meetings attended during the period under review Attendance at the last AGM held on 17th September 2021
Mrs. Lalitha Cheripalli Whole-time Director 6 Yes
Mr. Pankaj Jain Non-Executive Non Independent 5 Yes
Mr. Gautam Panchal Non-Executive Independent 6 Yes
Mrs. Sandhya Malhotra Non-Executive Independent 6 Yes

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 2022 the Board ofDirectors hereby confirmsthat:

a) in the preparation of the annual accounts for the year 2021-22 the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures;

b) such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the Financial Year under review and of the Profitsof 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 andwere 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 is in existence in accordance with the provisions of section 177 ofthe Companies Act 2013 and the Listing Regulations.

Constitution of the Audit Committee and Meetings held during the year

During the financial year under review 5 (five)meetings of the Audit Committee wereheld i.e. on 31st May 2021 25th June 2021 11thAugust 2021 11th November 2021 and 11th February 2022. Thecurrent composition of the Committee is as follows:

Name of the Director Category Position
Mr. Pankaj Jain Non-Executive Non Independent Chairman
Mr. Gautam Panchal Non-Executive Independent Member
Mrs. Sandhya Malhotra Non-Executive Independent Member

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.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-section(3) of section 178 and the Listing Regulations .

During the financial year under review 2 (Two) meeting of the Nomination andRemuneration Committee was held on 31st May 2021 and 30th August2021. The current composition of the Committee is as follows:

Name of the Director Category Position
Mr. Gautam Panchal Non-Executive Independent Chairman
Mr. Pankaj Jain Non-Executive Non-Independent Member
Mrs. Sandhya Malhotra Non-Executive Independent Member

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 aliaprovides the

(a) criteria for determining qualifications positive attributes and independence ofdirectors and

(b) policy on remuneration for directors key managerial personnel and other employees.The policy is directed towards a compensation philosophy and structure that will attractretain and motivate talent and provides for a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany and its goals. The NRC has formulated a policy on remuneration under theprovisions of Section 178(3) of the Act and the same is uploaded on the website of theCompany at http://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. The Committee also oversees theperformance of the Registrar and Transfer Agents of the Company relating to investorsservices and recommends measures for improvement.

Composition of Stakeholders' RelationshipCommittee an d Meetings held during the yearDuring the financial year under review 4 (Four) meetings of the Shareholders / InvestorsGrievance Committee were held i.e. on 31st May 2021 11th August2021 11th November 2021 and 11thFebruary 2022 . The currentcomposition of the Committee is as follows:

Name of the Director Category Position
Mr. Pankaj Jain Non-Executive Non Independent Chairman
Mr. Gautam Panchal Non-Executive Independent Member
Mrs. Sandhya Malhotra Non-Executive Independent Member

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 11th February2022 inter alia 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 timelines 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

The provisions of section 135 of the Companies Act 2013 are not applicable to theCompany hence the Company is not required to develop and implement any Corporate SocialResponsibility initiatives.

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of theBoard the Committees thereof and individual Directors. The evaluation is based oncriteria which include among others providing strategic perspective integrity andmaintenance of confidentiality and independence of judgment attendance time devoted andpreparedness for the Meetings quality quantity and timeliness of the flow of informationbetween the Board Members and the Management contribution at the Meetings effectivedecision making ability monitoring the corporate governance practices role andeffectiveness of the Committees and effective management of relationship withstakeholders. Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of its directors individually and the committees of the Board and the same isreviewed by the Nomination and Remuneration Committee.

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 http://www.sw1india.com/

RISK MANAGEMENT

The Company's management systems organizational structures processes standards codeof conduct and behaviors together form the system that governs how the Group conducts thebusiness of the Company and manages associated risks. The approach is based on a clearunderstanding of the variety of risks that the organization faces disciplined riskmonitoring and measurement and continuous risk assessment and mitigation measures.

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 party (ies) are in the ordinary course of business and on arm's length basis.There are no material significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large and consequently form AOC-2 is not required to befurnished.

PARTICULARS OF EMPLOYEES

During the Financial Year 21-22 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.mor Rs. 1 0 . 2 croresp.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.

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 statementswere adequate 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. Bagaria & Co. LLP Chartered Accountants (FirmRegistration No. 113447/W/W-100019) were appointed as Statutory Auditors of the Companyto hold office from the conclusion of the 40th Annual General Meeting (AGM)held on 30th September 2020 till the conclusion of the AGM to be held in 2025.There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their audit reports on the financial statements for the year ended 31stMarch202 2. 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 2021-22 issued by him in the prescribed form MR-3 is annexedas ‘Annexure I'to this Report.

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

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. Sandeep V. Chavan & Co. Chartered Accountants (FirmRegistration No. 148937W) as an Internal Auditor. Findings of the Internal Auditor areplaced before Audit Committee which reviews and discuss the actions taken with theManagement.

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:

Annual Return

The details forming part of the Annual Return is made available on the Company'swebsite at http://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: NILii) Foreign Exchange Outflow: NIL

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

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. YourCompany has a policy and framework for employees to report sexual harassment cases atworkplace and the process ensures complete anonymity and confidentiality of information.

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.

MEANS OF COMMUNICATION

The Company is publishing its Quarterly Unaudited Financial Results and the AnnualAudited Financial Results in the widely circulated national and local newspapers viz."Free Press Journal"and"Navshakti ."

CORPORATE GOVERNANCE

Corporate Governance is not applicable to the Company pursuant to the Regulation 15 ofSEBI (LODR) Regulation 2015.

CODE OF CONDUCT AND BUSINESS ETHICS

The Company has adopted a Code of Conduct for prevention of Insider Trading andBusiness Ethics for Directors and Senior Management Personnel of the Company. As perRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the same have been posted on the Company's website. The Company has received confirmationsfrom the Directors and Senior Management personnel regarding compliance with the Code forthe year ended 31st March 2022 and the declaration for the same is annexed as AnnexureII to this report.

CERTIFICATE REGARDING NON-DEBARMENT AND NON-DISQUALIFICATION OF DIRECTORS FROMPRACTISING COMPANY SECRETARY

A certificate issued by Mr. Veeraraghavan N. Practicing Company Secretary pursuant toRegulation 34(3) read with Clause 10 (i) of Paragraph C of Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 certifying that none of the Directors on the Board of the Company as on 31st March2022 has been debarred or disqualified from being appointed or continuing as Directors ofthe companies by the Securities and Exchange Board of India Ministry of CorporateAffairs Reserve Bank of India or any such Statutory Authority is attached at the end ofthe Corporate Governance Report as "Annexure III" MANAGEMENTDISCUSSION AND ANALYSIS REPORT

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

DISCLOSURES ON MATERIALY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVE POTENTIALCONFLICT WITH THE INTERESTS OF THE COMPANY AT LARGE

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

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.

The Company has adopted the policy determining material subsidiaries and the policy onrelated party transactions and the said policies are available on the Company's website athttp://www.sw1india.com/

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 ofappreciation for the contribution and commitment made by every member of the Company.

For and on Behalf of the Board of Directors of SW Investments Limited
Lalitha Cheripalli Pankaj Jain
Whole-time Director Director
(DIN: 07026989) (DIN: 00048283)
Mumbai 27thMay 2022

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