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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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VOLUME 439
52-Week high 0.87
52-Week low 0.31
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Buy Price 0.37
Buy Qty 10971.00
Sell Price 0.38
Sell Qty 400.00
OPEN 0.37
CLOSE 0.38
VOLUME 439
52-Week high 0.87
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.37
Buy Qty 10971.00
Sell Price 0.38
Sell Qty 400.00

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 35thAnnual Report of your Company and the Audited Financial Statements for the period ended 31st March 2019.

1. Financial Results:

(in Lacs)

ParticularsFor the year ended 31.03.2019For the year ended 31.03.2018
Revenue from Operations212.87736.61
Profit before Depreciation & Amortization-96.33-24.19
Depreciation & Amortization0.28NIL
Profit / (Loss) before taxation-96.61-24.19
Provision for taxation (incl. deferred tax)0.690.14
Profit/ (Loss) for the year carried to Balance Sheet-95.92-24.33

2. Dividend:

Due to the losses for the year under consideration your director's have not recommended any divident for the year under consideration.

3. Reserves:

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

4. Brief description of the Company's working during the year/ state of Company's affair:

During the year under review the revenue from operations stood at Rs. 212.87 Lacs as against Rs.736.61Lacsin the previous year and the total income (which includes other income) stood at Rs. 233.90 Lacs as against Rs. 756.19 The Company has occurred a Net Loss of Rs.(95.92) Lacs as compared to the Loss of Rs. (24.33) Lacs during the previous accounting year. The main reason for the loss is share of loss from partnership firm M/s Park Veiw Developers where company has 55% stake i.e. Rs. 85.76 lacs

5. Change in the nature of business if any:

There was no change in nature of business.

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

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

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

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

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

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

9. 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 next AGM. If re-appointed it will be within the prescribed limits specified in Section 139 of the Companies Act 2013. Members are requested to appoint the auditors and to fix their remuneration.

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

10. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of the Annual Return in Form MGT - 9 is appended as Annexure 2 of the Board's Report.

11. Conservation of energy technology absorption and foreign exchange earnings and outgo:

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 conserve energy 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 not exploring any alternate source of energy. In future your Company will take steps to conserve 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 and conservation is the best policy. Your Company has not made any investment on energy conservation equipments.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product development or 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 from the 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 YearPrevious Year
Foreign Exchange Earnings and OutgoNILNIL

12. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

Mr. Gourav Jain (DIN 06794973) Managing Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible seek re-appointment pursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

After the closure of the financial year in accordance with the provision of the Companies Act 2013 and the Articles of Association of the Company the Board of Directors in their meeting held on 28thMay 2019 has appointed Mrs. Indira Dhariwal(DIN 02524743) as Additional Director and Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468) resigned from Board w.e.f.28thMay 2019.

B. Board Evaluation:

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

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement leadership analysis decision making communication governance interest of stakeholders etc. The Board was of the unanimous view that every Independent Director was a 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 guiding the management to achieving higher growth and continuance of each independent director on the 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 Independent Directors at their separate meeting. Further their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership engagement transparency analysis decision making functional knowledge governance stakeholders etc. The Board was of the unanimous view that all the non-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 as required pursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in sub-section (6).

iv. Familiarization Programme to Independent Directors:

The Company has provides suitable familiarization programme to Independent Directors so as to associate themselves with the nature of the industry in which the company operates and business model of the company in addition to regular presentation on technical operations marketing and exports and financial statements. In addition to the above Directors are periodically advised about the changes effected in the Corporate Law Listing Regulations with regard to their roles rights and responsibilities as Directors of the company. The same is available on the website of the company.

13. Details of Committee of the Board:

Currently the Board has 3 Committees: the Audit Committee Nomination and Remuneration Committee and Stakeholders' Relationship Committee . The Composition of various committees and compliances as per the applicable provisions of the Companies Act 2013 and the Rules thereunder and SEBI (Listing Obligation and Disclosure Requirements) 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 Chairman of the committee and Ms. Krishna KamalkishorVyas& Mr. JagdishchandraHansrajGhumara and Mr. Gourav Jain Director as other members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

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

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

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013 comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna KamalkishorVyas&Mr. JagdishchandraHansrajGhumaraand Mr. Gourav Jain Director as other members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors Key Managerial Personnel and other employees. A copy of policy is annexed as Annexure- 4

Name of the DirectorsDirectors' PositionRelationship with other DirectorsSalary & allowances Perquisites </B>Sitting Fees
(Rs.)(Rs.)(Rs.)
Mr. Gourav JainManaging Director-NilNilNil
(DIN 06794973)
Mr. Amit KumarIndependent Director-NilNilNil
(DIN 06393899)
Mr. Jagdishchandra Hansraj GhumaraIndependent Director-NilNilNil
(DIN 00519468)
Ms. Krishna Kamal Kishor VyasIndependent Director-NilNilNil
(DIN 07444324)
Mr. Vikas SanklechaCFO-300000NilNil
Ms.Shruti JainCompany Secretary-150000NilNil

C. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna KamalkishorVyas&Mr. JagdishchandraHansrajGhumaraand Mr. Gourav Jain Director as other members of the Committee. The role of the Committee is to consider and resolve securities holders' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

14. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2018-19 forms part of the Directors' Report as Annexure 1.

15. Board Meetings:

During the year under review the Company has conducted 6 (Six) Board Meetings. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act 2013

Sr. NoType of MeetingDate
1Board MeetingMay 2 2018
2Board MeetingMay 28 2018
3Board MeetingAugust 14 2018
4Board MeetingSeptember 282018
5Board MeetingNovember 13 2018
6Board MeetingFebruary 9 2019

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

The Company has not taken any Loan made investment as per provisions of Section 186 of the Companies Act 2013.

17. Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act 2013 and listing regulation. There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. Hence no separate annexure in 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 Audit Committee and the Board if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

18. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors subscribe to the Directors Responsibility Statement and state that:

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

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

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company & that such internal financial controls are adequate and were operating effectively; and

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

19. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

The Company has not paid any remuneration or sitting fees to the Directors of the Company. However your Company has paid remuneration to Chief Financial Officer of the Company and hence the information as required under Rule5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - 4.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The relevant particulars of employees as required to the extent applicable under rule 5(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.

20. Management Discussion and Analysis Report:

There is a continuous process for identifying evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets inflation uncertainties and any adverse regulatory developments etc. During the period a risk analysis and assessment was conducted and no major risks were noticed. The report on the same is appended as Annexure 8.

21. Secretarial Standards

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

22. Corporate Governance:

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

23. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR) your company is not governed 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 to formulate a policy on CSR and also has not constituted a CSR Committee.

24. Internal Financial Control System and their Adequacy:

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

25. Risk Management Policy:

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

26. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 :

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

27. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.

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

e) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act 2013).

28. Acknowledgement:

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

BY ORDER OF THE BOARD OF DIRECTORS
For SWADESHI INDUSTRIES AND LEASING LIMITED
Mr. Gourav JainMs. Krishna Kamalkishor Vyas
Managing DirectorDirector
(DIN 06794973)(DIN 07444324)
Registered Office:
Munisuvrat Complex Phase III Building. A 1 1st floor Near AnjurPhata Bhiwandi Thane-421302
Date:28thMay 2019
Place: Mumbai
CIN: L45209MH1983PLC031246