SW Investments Limited
Your Directors take the privilege of presenting the 38th Annual Report of the Companyon the business and operations of the Company together with the Audited Statement ofAccounts for the year ended 31st March 2018.
The Company's performance during the financial year ended 31st March 2018 as comparedto the previous financial year is summarized below: (Rs. In Lakh)
|Particulars ||For the year ended on 31.03.2018 ||For the year ended on 31.03.2017 |
|Revenue from operations ||49.45 ||49.37 |
|Other Income ||0.74 ||1.39 |
|Total Revenue ||50.19 ||50.76 |
|Total Expenditure ||18.24 ||19.38 |
|Profit Before Tax (PBT) ||31.95 ||31.38 |
|Less: Income Tax Provision || || |
|Excess/(Short)provision for tax ||-- ||0.01 |
|Current Tax ||8.10 ||9.08 |
|Profit After Tax (PAT) ||23.85 ||22.29 |
|Balance brought forward from previous year ||133.61 ||116.72 |
|Surplus available for Appropriation ||157.46 ||139.01 |
|Less: Appropriations || || |
|Proposed equity dividend ||-- ||(4.50) |
|Tax on proposed equity dividend ||-- ||(0.90) |
|Statutory Reserve Fund ||-- ||-- |
|Transfer to Capital Reserve ||-- ||-- |
|Surplus carried to Balance Sheet ||157.46 ||133.61 |
During the year under review the total revenue earned is Rs. 50.19 Lakhscompared to previous year's revenue of Rs. 50.76 Lakhs. The profit before taxstands at Rs. 31.95 Lakhs as compared to Rs. 31.38 Lakhs during the previousyear.
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 2017-18.
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.
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 Year2017-18 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 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 Mr. PankajJain (DIN- 00048283) Director of the Company who is liable to retire by rotation andbeing eligible seeks re-appointment at the ensuing Annual General Meeting. The Boardrecommends his re-appointment.
Mr. Gautam Panchal (DIN: 07826634) was appointed as Independent Director of the Companyby passing a Resolution through Circulation by the Board of Directors on June 27 2017.Mr. Kamalkishor Vyas Non-Independent Non-executive Director (DIN: 00008898) resigned fromthe Directorship w.e.f. 6th June 2017.
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 Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
The Board of Directors met 4 (four) times i.e. on 26th May 2017 10thAugust 2017 13th November 2017 and 2nd February 2018 during thefinancial year ended 31st March 2018 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 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 2017 |
|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 Independent Non Executive ||4 ||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 2018 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts for the year 2017-18 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 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.
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 four meetings of the Audit Committee were heldi.e. on 26th May 2017 10th August 2017 13th November 2017 and 2nd February 2018. 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 |
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 two meetings of the Nomination and RemunerationCommittee were held i.e. on 26th May 2017 and 2nd February 2018. The current compositionof the Committee 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 |
Policy on directors' appointment and remuneration and other details :
Terms of Reference of Nomination and Remuneration Committee
i. Laying down criteria to identify persons who are qualified to become directors& who can be appointed in Senior Management;
ii. Recommending to the Board appointment and removal of directors & KeyManagerial Personnel;
iii. Carrying out evaluation of every director's performance;
iv. Formulating criteria for determining qualifications positive attributes &independence of directors;
v. Recommending to the Board a policy relating to the remuneration of directors keymanagerial personnel and other employees;
vi. Devising a policy on Board diversity.
Performance Evaluation criteria for Independent Directors
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 and 19 readwith part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees.
Brief about Remuneration Policy
Your Company has formulated a policy on Nomination and Remuneration of Directors andSenior Managerial Personnel and the major points relating to Remuneration policy are asfollows:
A. Remuneration structure of Executive and Independent Directors:
i. Independent Directors receive remuneration by way of sitting fees for attendingmeetings and commission as recommended by the Nomination and Remuneration Committee andapproved by the Board and Shareholders (wherever required) subject to ceiling/ limits asprovided under the Companies Act 2013 and rules made thereunder or any other enactmentfor the time being in force.
ii. The total commission payable to the Non-Executive Directors shall not exceed 3% ofthe net profit of the Company.
iii. The remuneration/ compensation/ commission etc. to be paid to ManagingDirector/Whole-time Director/ Executive Director etc. shall be as per their employmentcontract/ terms of appointment subject to the limits and conditions under the CompaniesAct 2013 and rules made thereunder or any other enactment for the time being in force andthe approval of the shareholders.
B. Remuneration structure of Key Managerial Personnel (KMP) and Senior Management is asdetailed hereunder:
i. The compensation of KMP and Senior Management Personnel shall be approved by theNomination and Remuneration Committee.
ii. The compensation of KMP and Senior Management Personnel is done keeping inconsideration the prevailing market value of the resource criticality of role andinternal parity of the team.
iii. The remuneration structure to KMP and Senior Management Personnel may include avariable performance linked component.
Details of Remuneration/Commission and fees paid to Executive and Non-ExecutiveDirectors for the FY 2017-18:
The Company has paid Rs. 35000/- as sitting fees to Independent Directors during theF.Y. 2017-18 for attending each meeting of the Board of Directors.
There were no other pecuniary relationships or transactions ofIndependent/Non-Executive Directors vis--vis the Company. The Company has not grantedany stock option to any of its Non-Executive Directors.
Stakeholders' Relationship Committee
Stakeholders Relationship Committee is specifically responsible for the Redressal ofsecurity holders grievances related to non-receipt of Annual Report non-receipt ofdeclared dividend etc. The Committee also oversees the performance of the Registrar andTransfer Agents of the Company relating to investors services and recommends measures forimprovement.
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 26th May 2017 10th August 2017 13th November 2017and 2nd February 2018. 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 |
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 February 2 2018 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 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.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects. The Board of Directors has expressed their satisfaction with the evaluationprocess. The overall performance of the Board was satisfactory.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
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.
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 clear understanding of the variety of risks that theorganization faces disciplined risk monitoring and measurement and continuous riskassessment 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 17-18 there were no persons employed for a part of thefinancial year who were in receipt of remuneration of not less than Rs. 8.5 lakhs p.m.
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.
A) STATUTORY AUDIT
M/s MBAH & Co. Chartered Accountants Mumbai (Firm Registration No.121426W) whoare Statutory Auditors of the Company were appointed by the shareholders to audit theaccounts of the Company for a term of 5 years on 29th September 2015 subject toratification by the shareholders at every AGM of the Company.
The provisions of Section 139 of the Companies Act 2013 have been amended by theCompanies (Amendment) Act 2017 and notified with effect from May 7 2018. In terms of thesaid amendment ratification of the appointment of the Statutory Auditors by members atsubsequent AGM is no longer required. In view of this no resolution is proposed forratification of the appointment of the Auditors at the ensuing AGM.
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.
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 2017-18 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 is in process ofappointing CFO and Whole Time Director of the Company.
Frauds Reported by Auditors
The Auditors had not reported any fraud during the Financial Year under review.
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".
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
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."Asian Age" and "Aapla Mahanagar." These are also available in ourwebsite www.sw1india.com and on the website of the BSE Ltd.
Corporate Governance is not applicable to the Company pursuant to the Regulation 27(2)of SEBI (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 2018.
DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVEPOTENTIAL CONFLICT 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.
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 atwww.sw1india.com.
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 |
|Mumbai 18th May 2018 ||Director (DIN: 00048283) ||Director (DIN: 07026989) |