SW Investments Ltd.
|BSE: 503659||Sector: Financials|
|NSE: N.A.||ISIN Code: INE948K01011|
|BSE 10:04 | 01 Dec||56.60||
|NSE 05:30 | 01 Jan||SW Investments Ltd|
SW Investments Ltd. (SWINVESTMENTS) - Director Report
Company director report
SW Investments Limited
Your Directors take the privilege of presenting the 41st Annual Reportof the Company on the business and operations of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2021.
The Company's performance during the financial year ended 31st March2021 as compared to the previous financial year is summarized below:
During the year under review the revenue from operations stood at Rs.63.28/- Lakhs compared to previous year's revenue of Rs. 162.50 Lakhs. The profit beforetax stands at Rs. 19.21 Lakhs as compared to Rs. 4.92/- Lakhs during the previous year.
To strengthen the financial position of the Company your directors donot recommend any dividend for the period under consideration.
TRANSFER TO RESERVES
Your directors do not propose to transfer any amount to reserves out ofthe profits earned during the Financial Year under review.
During the year under review the Company has not allotted any EquityShares thus the paid-up Equity Share Capital of the Company remains the same i.e.900000 equity shares of Rs. 10/- each. Also the Company has not issued shares withdifferential voting rights and sweat equity shares.
Your Company has not accepted any deposits from public and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINTVENTURE/ASSOCIATE COMPANIES
The Company does not have any Subsidiary/Joint Venture/AssociateCompany and therefore the details of subsidiaries of the Company in format AOC-1 for theFinancial Year under review is not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements of the Company.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of section 152 of the Companies Act2013 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.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors ofthe Company confirming that they meet the 'criteria of Independence' as prescribed underSection 149(6) of the Act and have submitted their respective declarations as requiredunder Section 149(7) of the Act and Regulation 16(1) of the Listing Regulations that theyare not 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 registeredtheir names in the data bank for Independent Directors maintained by Indian Institute ofCorporate Affairs. Further the Board is of the opinion that the Independent Directors ofthe Company possess requisite qualities to act as Independent Directors includingintegrity relevant expertise and experience. The Board further confirms that theIndependent Directors who were required to have duly passed the online proficiencyself-assessment test conducted by the Indian Institute of Corporate Affairs.
The certificate under Regulation 34(3) of Listing Regulations formspart to this report.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
The Board of Directors met 5 (five) times i.e. on 24th June 2020 7thSeptember 2020 14th September 2020 11th November 2020 and 10th February 2021 duringthe financial year ended 31st March 2021 in accordance with the provisions of theCompanies Act 2013 and rules made thereunder. The Directors actively participated in themeetings and contributed valuable inputs on the matters brought before the Board ofDirectors from time to time.
The name of members of the Board of Directors their attendance at theBoard Meetings of the Company and last Annual General Meeting during the period underreview is given below:
Directors' Responsibility Statement
In terms of section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended March 312021 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts for the year 2020-21 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
b. 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 under review andof the Profits of the Company for that period;
c. proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the annual accounts of the Company have been prepared on a goingconcern basis;
e. internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;
f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
An Audit Committee is in existence in accordance with the provisions ofsection 177 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 4 (four) meetings of the AuditCommittee were held i.e. on 24th June 2020 14th September 2020 11th November 2020 and10th February 2021. The current composition of the Committee is as follows:
Terms of Reference
The composition powers role and terms of reference of the Committeeare wide enough covering the matters specified for Audit Committee under Regulation 18read with Part C of schedule II to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and section 177 of the Companies Act 2013.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordancewith the provisions of sub-section (3) of section 178 and the Listing Regulations.
During the financial year under review 1 (one) meeting of theNomination and Remuneration Committee was held on 24th June 2020. The current compositionof the Committee is as follows:
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has a duly constituted Nomination and RemunerationCommittee ("NRC") with its composition quorum powers role and scope in linewith the applicable provisions of the Act and SEBI Listing Regulations.
The policy inter alia provides the (a) criteria for determiningqualifications positive attributes and independence of directors and (b) policy onremuneration for directors key managerial personnel and other employees. The policy isdirected towards a compensation philosophy and structure that will attract retain andmotivate talent and provides for a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals.
The NRC has formulated a policy on remuneration under the provisions ofSection 178(3) of the Act and the same is uploaded on the website of the Company athttp://www.sw1india.com/
Stakeholders' Relationship Committee
Pursuant to the Provisions of the Companies Act and ListingRegulations the Company has constituted Stakeholders Relationship Committee. TheCommittee is specifically responsible for the Redressal of security holders grievancesrelated to non-receipt of Annual Report non-receipt of declared dividend etc. TheCommittee also oversees the performance of the Registrar and Transfer Agents of theCompany relating to investors services and recommends measures for improvement.
Composition of Stakeholders' Relationship Committee and Meetings heldduring the year
During the financial year under review 4 (four) meetings of theShareholders / Investors Grievance Committee were held i.e. on 24th June 2020 14thSeptember 2020 11th November 2020 and 10th February 2021. The current composition ofthe Committee is as follows:
During the financial year under review the Company has not receivedany complaint from the shareholders.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
- Evaluation of the Performance of Non Independent Directors and theBoard of Directors as a whole;
- Evaluation of the Performance of the Chairman of the Company takinginto account the views of the Executive and Non-Executive Directors;
- Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform 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 notapplicable to the Company hence the Company is not required to develop and implement anyCorporate Social Responsibility initiatives.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD
A formal evaluation mechanism has been adopted for evaluating theperformance of the Board the Committees thereof and individual Directors. The evaluationis based on criteria which include among others providing strategic perspectiveintegrity and maintenance of confidentiality and independence of judgment attendancetime devoted and preparedness for the Meetings quality quantity and timeliness of theflow of information between the Board Members and the Management contribution at theMeetings effective decision making ability monitoring the corporate governancepractices role and effectiveness of the Committees and effective management ofrelationship with stakeholders. Pursuant to the provisions of the Companies Act 2013 andthe Listing Regulations the Board has carried out an annual evaluation of its ownperformance performance of its directors individually and the committees of the Board andthe same is reviewed by the Nomination and Remuneration Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with provisions of section 177(9) of the Companies Act2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has established a Vigil Mechanism which includes whistleblower policy for Directors and employees to report genuine concerns to the management ofthe Company. The whistle blower policy of the Company is posted on the website of theCompany and may be accessed at http://www.sw1india.com/
The Company's management systems organizational structures processesstandards code of conduct and behaviors together form the system that governs how theGroup conducts the business of the Company and manages associated risks.
The approach is based on a clear understanding of the variety of risksthat the organization faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.
RELATED PARTY TRANSACTIONS
All the transactions/contracts/arrangements of the nature as specifiedin Section 188(1) of the Companies Act 2013 entered by the Company during the year underreview with related party (ies) are in the ordinary course of business and on arm's lengthbasis. There are no material significant related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel which may have a potential conflictwith the interest of the Company at large and consequently form AOC-2 is not required tobe furnished.
PARTICULARS OF EMPLOYEES
During the Financial Year 20-21 there were no persons employed for apart of the financial year or throughout the financial year who were in receipt ofremuneration of not less than Rs. 8.5 lakhs p.m or Rs. 1.02 crores p.a. respectively.
In accordance with the provisions contained in the proviso to section136(1) of the Companies Act 2013 the information required under section 197(12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available for inspection at the registered office ofthe Company
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of the Companies Act 2013 the Company hascomplied with the Secretarial Standard on the Meetings of the Board of Directors (SS-1)and Secretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) and approved by the Central Government under Section 118(10)of the Companies Act 2013.
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS
There are no significant material orders passed by the Regulators orCourts or Tribunals 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 orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The internal financial controls with reference to the financialstatements were adequate and operating effectively.
A) STATUTORY AUDIT
Pursuant to the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s. Bagaria & Co. LLP CharteredAccountants (Firm Registration No. 113447/W/W-100019) were appointed as Statutory Auditorsof the Company to 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 bythe Statutory Auditors in their audit reports on the financial statements for the yearended 31st March 2021.
Pursuant to provisions of section 143(12) of the Companies Act 2013the Statutory Auditors have not reported any incident of fraud to the Audit Committeeduring the year under review.
B) SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013and rules made thereunder the Company has re-appointed Veeraraghavan N. (Membership No.A6911) Company Secretary in Practice to undertake the Secretarial Audit of the Company.Secretarial Audit Report for the financial year 2020-21 issued by him in the prescribedform MR-3 is annexed as 'Annexure I' to this Report.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer made by the Secretarial Auditor.
C) COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable inrespect of the business activities carried out by the Company.
D) INTERNAL AUDIT
The Company has in place an adequate internal audit framework tomonitor the efficacy of internal controls with the objective of providing to the AuditCommittee and the Board of Directors an independent objective and reasonable assuranceon the adequacy and effectiveness of the organisation's risk management control andgovernance processes. The Company has appointed M/s. Sandeep V. Chavan & Co.Chartered Accountants (Firm Registration No. 148937W) as an Internal Auditor. Findings ofthe Internal Auditor are placed before Audit Committee which reviews and discuss theactions taken with the Management.
Other disclosures as per provisions of section 134 of the Act read withCompanies (Accounts) Rules 2014 and Listing Regulations are furnished as under:
The details forming part of the Annual Return is made available on theCompany's website at http://www.sw1india. com/.
Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo
Considering the nature of activities the Company is engaged into theCompany is not required to furnish information as required under the provisions of section134(3)(m) of the Companies Act 2013 read with the rule 8(3) of the Companies (Accounts)Rules 2014.
Foreign Exchange Earnings and Outgo are as follows:
Information Required Under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2014
During the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Your Company 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 sentthrough electronic transmission in respect of members whose email IDs are registered intheir demat account or are otherwise provided by the members. A member shall be entitledto request for physical copy of any such documents.
MEANS OF COMMUNICATION
The Company is publishing its Quarterly Unaudited Financial Results andthe Annual Audited Financial Results in the widely circulated national and localnewspapers viz. "Free Press Journal"and "Navshakti."
Corporate Governance is not applicable to the Company pursuant to theRegulation 15 of SEBI (LODR) Regulation 2015.
CODE OF CONDUCT AND BUSINESS ETHICS
The Company has adopted a Code of Conduct for prevention of InsiderTrading and Business Ethics for Directors and Senior Management Personnel of the Company.As per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the same have been posted on the Company's website. The Company hasreceived confirmations from the Directors and Senior Management personnel regardingcompliance with the Code for the year ended 31st March 2021 and the declaration for thesame is annexed as Annexure II to this report.
CERTIFICATE REGARDING NON-DEBARMENT AND NONDISQUALIFICATION OFDIRECTORS FROM PRACTISING COMPANY SECRETARY
A certificate issued by Mr. Veeraraghavan N. Practicing CompanySecretary pursuant to Regulation 34(3) read with Clause 10 (i) of Paragraph C of ScheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 certifying that none of the Directors on the Board of theCompany as on 31st March 2021 has been debarred or disqualified from being appointed orcontinuing as Directors of the companies by the Securities and Exchange Board of IndiaMinistry of Corporate Affairs Reserve Bank of India or any such Statutory Authority isattached at the end of the Corporate Governance Report as "Annexure III"
MANAGRMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separatelyfurnished in the Annual Report and forms a part of the Annual Report.
DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THATMAY HAVE POTENTIAL CONFLICT WITH THE INTERESTS OF THE COMPANY AT LARGE
There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a 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 stricturesimposed on the Company by SEBI Stock Exchange or any statutory authority on any matterrelated to capital market.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed all relevant Accounting Standards whilepreparing the Financial Statements.
The Company has adopted the policy determining material subsidiariesand the policy on related party transactions and the said policies are available on theCompany's website at http://www.sw1india.com/
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express their sincere appreciation andgratitude for the co-operation and assistance from its shareholders bankers regulatorybodies and other business 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.