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Swadeshi Industries & Leasing Ltd.

BSE: 506863 Sector: Others
NSE: N.A. ISIN Code: INE716M01034
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NSE 05:30 | 01 Jan Swadeshi Industries & Leasing Ltd
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OPEN 1.58
CLOSE 1.51
VOLUME 28074
52-Week high 1.58
52-Week low 0.28
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Swadeshi Industries & Leasing Ltd. (SWADESHIINDS) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013)

{Read With Companies (Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 36thAnnual Report of your Company and theAudited Financial Statements for the period ended 31st March 2020.

1. Financial Results:

Particulars For the year ended 31.03.2020 For the year ended 31.03.2019
Revenue from Operations 116.87 212.87
Profit before Depreciation & Amortization 19.07 -96.33
Depreciation & Amortization 0.53. 28.18
Profit / (Loss) before taxation -18.54 96.61
Provision for taxation (incl. deferred tax) -0.06 0.69
Profit/ (Loss) for the year carried to Balance Sheet -18.48 -95.92

2. Brief description of the Company's working during the year/ state of Company'saffair:

During the year under review the revenue from operations stood at Rs. 116.87 Lacs asagainst Rs. 212.87 Lacs in the previous year and the total income (which includes otherincome) stood at Rs. 119.96 Lacs as against Rs. 233.90 Lacs. The Company has occurred aNet Loss of Rs. 18.48 Lacs as compared to the Loss of Rs.95.92 Lacs during the previousaccounting year.

3. COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virusdisease (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. To effectively respond toand manage our operations through this crisis the Company triggered its businesscontinuity management program chaired by the Chief Operating Officer. 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 efficiency and quickly leveraged technology to shiftthe workforce to an entirely new ‘work-from-home' model. Proactive preparations weredone in our work locations during this transition to ensure our offices and trainingcenters were safe.

As a responsible member of the communities that it operates in the Company hascontributed to various COVID-19 relief and monitoring programs in India. Contributionsmade here will be channelized through suitable government agencies / NGOs.

4. Dividend

To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.

5. Reserves

The whole profit after tax has been transferred to P&L surplus. There is no amountthat has been proposed to be carried to any other reserves.

6. Change in the nature of business if any:

There was no change in nature of business.

7. Share Capital

The Authorised Share Capital of the Company is Rs. 125000000. The Issued Subscribedand Paid up Capital of the Company stood at Rs. 108179500 as on March 31 2020. Therewas no requirement of fresh capital infusion during the year under review.

8. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

9. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

10. Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

11. Public Deposits:

Your Company has not been accepting any deposits from the public and hence there are nounpaid /unclaimed deposits or any instance of default in repayment thereof.

12. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT - 9 in terms of provisions of Section 92(3) of the CompaniesAct 2013 read with Rules thereto is available on website of the Companywww.swadeshiglobal.com.

In terms of Rule 12(1) of the Companies (Management and Administration) Rules 2014extract of Annual Return is enclosed as Annexure-2.

13. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

A. CONSERVATION of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserveenergy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy. In future your Company will take steps toconserve energy and use alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy. Your Company has not made any investment on energyconservation equipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore notechnology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings and Outgo:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

14. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

The Board of Directors at its Meeting held on 28th May 2019 appointed Mrs. IndiraDhariwal(DIN 02524743) as Additional Director and Mr. Jagdishchandra Hansraj Ghumara (DIN00519468) resigned from Board w.e.f.28th May 2019.

Mr. Gaurav Jain (DIN 06794973) Director who is liable to retire by rotation at theensuing Annual General Meeting and being eligible seek re-appointment pursuant to Section152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The following are the Key Managerial Personnel of the Company pursuant to Section 203of the Companies Act 2013:

Sr. No. Name of the Person Designation
1 Mr. Gaurav Jain Managing Director
2 Ms. Krishna Kamalkishor Vyas Director
3 Mr. Amit Kumar Director
4 Ms. Indira Dhariwal Director
5 Mr. Vikas Jain CFO
6 Ms. Shruti Jain Company Secretary

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance of individual Directors as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee.

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

iv. Familiarization Programme to Independent Directors:

The Company has provides suitable familiarization program to Independent Directors soas to associate themselves with the nature of the industry in which the company operatesand business model of the company in addition to regular presentation on technicaloperations marketing and exports and financial statements. In addition to the aboveDirectors are periodically advised about the changes effected in the Corporate LawListing Regulations with regard to their roles rights and responsibilities as Directorsof the company. The same is available on the website of the company.

15. Details of Committee of the Board:

Currently the Board has 4 Committees: the Audit Committee Nomination and RemunerationCommittee Share Transfer Committee and Stakeholders' Relationship Committee. TheComposition of various committees and compliances as per the applicable provisions of theCompanies Act 2013 and the Rules there under and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprising of Mr. Amit Kumar Independent Director as the Chairmanof the committee and Ms. Krishna Kamal kishor Vyas Mr. Gaurav Jain & Ms. IndiraDhariwal Director as other members of the Committee. The recommendations of the AuditCommittee is always welcomed and accepted by the Board and all the major steps impactingthe financials of the Company are undertaken only after the consultation of the AuditCommittee.

ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Amit Kumar Chairman of theAudit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms.Krishna Kamal kishor Vyas Mr. Gaurav Jain & Ms. Indira Dhariwal Director as othermembers of the Committee. The Committee has framed a policy to determine the qualificationand attributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and other employees. A copy of policy is annexed asAnnexure- 4

Details of remunerations paid to the Directors and Key Managerial Personnel during2019-20 are given below:

Name of the Directors Directors' Position Relationship with other Directors Salary & allowances (Rs.) Perquisites (Rs.) Sitting Fees (Rs.)
Mr. Gaurav Jain (DIN 06794973) Managing Director -- Nil Nil Nil
Mr. Amit Kumar (DIN 06393899) Independent Director -- Nil Nil Nil
Ms. Indira Dhariwal (DIN 02524743) Independent Director -- Nil Nil Nil
Ms. Krishna Kamal KishorVyas (DIN 07444324) Independent Director Nil Nil Nil
Mr. Vikas Sanklecha CFO -- 300000 Nil Nil
Ms. Shruti Jain Company Secretary -- 300000 Nil Nil

C. Share Transfer Committee

The Share transfer Committee comprises of Mr. Amit Kumar Independent Director as theChairman of the committee and Ms. Krishna Kamal kishor Vyas Mr. Gaurav Jain & Ms.Indira Dhariwal Director as other members of the Committee. The role of the Committee isto consider and resolve any difficulties faced by the shareholders in transfer of shares.The meetings of the Committee are held once in a quarter and the complaints are respondedwithin the time frame provided.

D. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Amit Kumar IndependentDirector as the Chairman of the committee and Ms. Krishna Kamal kishor Vyas Mr. GauravJain & Ms. Indira Dhariwal Director as other members of the Committee. The role of theCommittee is to consider and resolve securities holders' complaint. The meetings of theCommittee are held once in a quarter and the complaints are responded within the timeframe provided.

16. Auditors:

M/s. Dhawan& Co. Chartered Accountants Mumbai having ICAI Firm Registration No.002864N being eligible offer themselves for re-appointment till the conclusion of the nextAGM. If re-appointed it will be within the prescribed limits specified in Section 139 ofthe Companies Act 2013. Members are requested to appoint the auditors and to fix theirremuneration.

There are no qualifications contained in the Auditors Report and therefore there areno further explanations to be provided for in this Report.

17. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sindhu Nair & Associates PracticingCompany Secretaries to conduct Secretarial Audit for the financial year 2019-20 asrequired under Section 204 of the Companies Act 2013 and the rules framed there under.The Secretarial Audit Report for the financial year 2019-20 forms part of the Directors'Report as Annexure 1.

18. Board Meetings:

During the year under review the Company has conducted 4 (Four) Board Meetings. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013

Sr. No Type of Meeting Date
1 Board Meeting 28th May 2019
2 Board Meeting 14th August 2019
3 Board Meeting 12th November 2019
4 Board Meeting 13 th February 2020

19. Particulars of loans guarantees or investments under section 186:

During the year under review your Company has not granted any inter corporate loanneither provided any Guarantee in connection with any loan to any party nor made anyinvestment in terms of the provisions of Section 186 of the Companies Act 2013.

20. Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and listingregulation. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at Large. Hence no separate annexurein Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 is given. All related party transactions are presented to the AuditCommittee and the Board if required for approval. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature.

21. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

22. Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details asrequiredpursuanttoRule5(1)of the Companies(Appointmentand Remuneration of Managerial Personnel)Rules2014

The Company has not paid any remuneration or sitting fees to the Directors of theCompany. However your Company has paid remuneration to Chief Financial Officer of theCompany and hence the information as required under Rule5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel)Rules2014 is annexed as Annexure - 3.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014

The relevant particulars of employees as required to the extent applicable under rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014 is set out in the Annexure -3 to this report.

23. Management Discussion and Analysis Report:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the period arisk analysis and assessment was conducted and no major risks were noticed. The report onthe same is appended as Annexure 7.

24. Secretarial Standards

The Directors state that "the Board have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively".

25. Corporate Governance:

At Swadeshi it is imperative that our company affairs are managed in a fair andtransparent manner. This is vital to gain and retain the trust of our stakeholders. As perthe Regulation 27 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 a separate section for Report on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance is annexed as a part of the Annual Report asAnnexure 5.

26. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

27. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

28. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

29. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal authorized personunder the said act has confirmed that no complaint/case has been filed/pending with theCompany during the year.

30. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

31. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

For SWADESHI INDUSTRIES AND LEASING LIMITED -SD/-

Gaurav Jain Managing Director (DIN 06794973)

Date: 30th June 2020.

Place: Mumbai

.