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Swagruha Infrastructure Ltd.

BSE: 531909 Sector: Infrastructure
NSE: N.A. ISIN Code: INE587J01027
BSE 00:00 | 15 Feb 6.99 0.27
(4.02%)
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6.93

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6.99

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NSE 05:30 | 01 Jan Swagruha Infrastructure Ltd
OPEN 6.93
PREVIOUS CLOSE 6.72
VOLUME 1120
52-Week high 7.60
52-Week low 5.15
P/E
Mkt Cap.(Rs cr) 48
Buy Price 6.93
Buy Qty 200.00
Sell Price 7.05
Sell Qty 500.00
OPEN 6.93
CLOSE 6.72
VOLUME 1120
52-Week high 7.60
52-Week low 5.15
P/E
Mkt Cap.(Rs cr) 48
Buy Price 6.93
Buy Qty 200.00
Sell Price 7.05
Sell Qty 500.00

Swagruha Infrastructure Ltd. (SWAGRUHAINFRA) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the Directors' Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS STATE OF AFFAIRS:

The financial results of the company during the period ended 31st March 2018 has beenas under:

Particulars 2017-2018 2016-2017
Total Income 13.87 20.43
Total Expenditure 12.73 15.49
Profit Before Tax 1.14 4.95
Provision for Tax 0.37 1.50
Profit after Tax 0.77 3.45
Earnings per share 0.00 0.01

2. Review of Operations:

The Directors wish to report that your company has achieved the turnover of Rs. 13.87lakhs for the financial year ended 31.03.2018 as against Rs. 20.43 lakhs for the financialyear ended 31.03.2017. The Profit after tax stood at Rs. 0.77 lakhs for the financial yearended 31.03.2018 as against Rs. 3.45 lakhs for the financial year ended 31.03.2017.

3. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31stMarch 2018 and the date of Board's Report. (i.e. 13.08.2018)

4. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Boards' Report there was no change inthe nature of business.

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

6. TRANSFER TO RESERVES:

During the year no amount has been transferred to reserves.

7. DIVIDEND:

Keeping the Company's expansion and growth plans in mind the Directors have decidednot to recommend dividend for the year.

8. CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 75000000 (Rupees Seven CroreFifty Lakhs only) divided into 75000000 equity shares (Seven Crore Fifty Lakhs only) ofRs. 1/- each only. The Paid -up capital of the company is Rs. 68548000 (Rupees SixCrore Eighty Five Lakhs Forty Eight Thousand only) divided into 68548000 equity shares(Six Crore Eighty Five Lakhs Forty Eight Thousand only) of Rs.1/- each.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review as persecfion 131 of the Companies Act 2013.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded. Company policies guidelines and procedures provide for adequate checks andbalances and are meant to ensure that all transacfions are authorized recorded andreported correctly.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year the Company has not entered into any contract/arrangement/transacfionwith related parfies which could be considered material in accordance with the policy ofthe Company on materiality of related party transacfions.

None of the transacfions with related parfies falls under the scope of Secfion 188(1)of the Act. The Policy on materiality of related party transacfions and dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at www.swagruhainfra.com.

13. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 7 (Seven) times on 29.05.2017 29.07.2017 29.08.2017

11.09.2017 17.11.2017 12.12.2017 and 12.02.2018 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

14. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively.

15. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review which forms part ofAnnual Report pursuant to the SEBI (LODR) Regulations 2015 as ANNEXURE I

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report - ANNEXURE II

17. RISK MANAGEMENT:

The Company has put in place a mechanism to identify assess monitor and mitigatevarious risk associated with the business. Major risk identified are systematicallydiscussed at the meeting of the Audit committee and Board of Directors of the company Inline with the new regulatory requirement the company has framed the Risk Managementpolicy to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policies and procedures.

19. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

I) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.

iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe NonIndependent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up.

During the year under report the recommendations made in the previous year weresatisfactorily implemented.

The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.

20. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. M. Sridhar was appointed as additional director on 29.08.2017 and was regularizedas Director in the Annual General Meeting held on 28.09.2017.

Mrs. N. L. Kalyani resigned from the Board on 17.11.2017. The Board has placed onrecords its sincere appreciation for the valuable contribution made by him.

In accordance with Section 152 of the Act Mr. Jayasimha Reddy Middivari Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment as Managing Director for a period of 3 years with effectfrom 13 Aug. 2018.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:-:

Name of the Director Mr. Jayasimha Reddy
Date of Birth 05.04.1971
Date of Appointment 23.03.2013
Qualification Engineer
Expertise in specific functional areas in the field of Infrastructure Experience in the field of Infrastructure
Directorships held in other companies (excluding private limited and foreign companies) Nil
Membership/Chairmanship of committee of other companies (includes only Audit Committee and Stakeholders Relationship Committee) Nil
No. of Shares held in the Company Nil
Inter se relationship with any Director N.A.

21. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarization programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarizationprogramme for Independent Directors is disclosed on the Company's websitewww.swagruhainfra.com.

22. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position andthat sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors fixation of audit feeand also approval for payment for any other services.

* Discussion with external auditors before the audit commences of the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

* Reviewing with management the annual financial statements before submission to theBoard focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management external and internal auditors the adequacy of internalcontrol systems.

* Reviewing the adequacy of internal audit function including the audit character thestructure of the internal audit department approval of the audit plan and its executionstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 28.09.2017 andChairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

During the financial year 2017-18 (5) Five meetings of the Audit Committee were heldon the

29.05.2017 29.08.2017 11.09.2017 12.12.2017 12.02.2018.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Gopal Gillela Chairman NED(I) 5 5
Mathew Oommen Member NED(I) 5 5
M. Sridhar Member NED(I) 5 2

NED (I): Non-Executive Independent Director

23. NOMINATION & REMUNERATION COMMITTEE

Terms of reference: The main term of reference of the Committee is to approve thefixation/revision of remuneration of the Managing Director/Whole Time Director of theCompany and while approving:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy: The objectives of the remuneration policy are tomotivate Directors to excel in their performance recognize their contribution and retaintalent in the organization and reward merit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

During the year the committee met on 29.08.2017.

The details of composition of the Committee are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Gopal Gillela Chairman NED(I) 1 1
Mathew Oommen Member NED(I) 1 1
M. Sridhar Member NED(I) 1 1

NED (I): Non-Executive Independent Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy: Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

* General understanding of the company's business dynamics global business and socialperspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the Companies Act 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

* shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

* Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 andother relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

a. Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Gopal Gillela Chairman NED(I)
Mathew Oommen Member NED(I)
M. Sridhar Member NED(I)

NED (I): Non Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

* To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress approve and dispose off any other complaints transactions and requestsetc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

25. RISK MANAGEMENT COMMITTEE:

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Gopal Gillela Chairman NED(I)
Mathew Oommen Member NED(I)
M. Sridhar Member NED(I)

NED (I) : Non Executive Independent Director B) RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

26. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Gopal Gillela Mr. M. Sridhar and Mr.Mathew

Oommen Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.- ANNEXURE-III

27. DIRECTORS' RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) ofthe Companies Act 2013 the Directors hereby confirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 this Act for safeguarding theassets 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 thecompany and 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.

28. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary Joint venture or associate company which havebecome or ceased to be its subsidiaries joint venture or associate company during theyear.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

30. STATUTORY AUDITORS: M/s. M. M. Reddy & Co. Chartered Accountants retireat the ensuing Annual general meeting and are eligible for re-appointment. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has received awritten consent from the auditors to their re-appointment and a certificate to the effectthat their re-appointment if made would be in accordance with the Companies Act 2013and the rules framed there under and that they have satisfied the criteria provided inSection 141 of the Companies Act 2013.

The Board recommends the re-appointment of M/s M.M. Reddy & Co CharteredAccountants as the statutory auditors of the Company for a period of 3 years from theconclusion of this 24th Annual General Meeting till the conclusion of 27th Annual GeneralMeeting of the Company to be held in the year 2021.

31. INTERNAL AUDITORS: Pursuant to the provisions of Section 138 of theCompanies read with rules made there under the Board has appointed M/s. Channamolu &Co. Chartered Accountants are the internal Auditors of the Company.

34. SECRETARIAL AUDITOR: The Board had appointed M/s. S. S. Reddy & AssociatesPracticing

Company Secretaries Hyderabad having CP No.7478 to conduct Secretarial Audit for thefinancial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR - 3 for the financial year 2017- 18 is enclosed as ANNEXUREIV to this Report.

35. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopted Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame. The impact of the change on adoptionof said IAS is being assessed.

36. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the following are thequalifications reservations or adverse remarks:

Observations by Secretarial Auditor Reply by the Management
The Company has not appointed Company Secretary and Managing Director as required under section 203 of the Companies Act 2013. Management is in the process of identifying appropriate candidates for the post of Company Secretary and appointment of Managing Director.
The Company has not appointed women director as required under section 149 of the Companies Act 2013. Management is in the process of identifying appropriate candidate for appointment of women director.
The Company delayed in filing Un-audited Financial Results for the quarter ended 30.09.2017. Management commits that hence forth information will be furnished to stock exchange promptly.
SEBI vide its Adjudication Order No. AO/SBM/EAD-3/69/2017 dated 25.09.2017 imposed a penalty of Rs 400000/- against the company for violation of the provisions of Regulation 8(3) of the SAST Regulations 1997 read with Regulation 35 of the SEBI (Substantial Acquisition of shares and Takeovers) Regulations 2011. The Management paid the penalty of Rs. 400000/- to SEBI towards violation of the provisions of Regulation 8(3) of the SAST Regulations 1997 read with Regulation 35 of the SEBI (Substantial Acquisition of shares and Takeovers) Regulations 2011.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not has the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crore or more a net profit of Rs. 5 Crore or more during the financial year orSecfion 135 of the Companies Act2013 relafing to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social Responsibility Policyand also not required the composifion of Corporate Social Responsibility Committee.

38. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

39. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

40. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during the year.

41. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

42. RATIO OF REMUNERATION TO EACH DIRECTOR:

No Remuneration is paid to the directors of the company.

43. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

44. MD / CFO CERTIFICATION:

The Managing Director / CFO cerfificafion of the financial statements for the year2017-18 is provided elsewhere in this Annual Report.

45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

46. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

47. EVENT BASED DISCLOSURES:

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

3. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules 2014

4 Non- Exercising of voting rights : During the year under review there were noinstances of non exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The company did not purchase or give any loans for purchase of its shares.

6. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.

48. PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.

49. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year no company has become or ceased to be its subsidiaries joint venturesor associate company.

50. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil
• No. of complaints disposed off: Nil

51. OPEN OFFER:

During the period under review Mr. Hemant Bahri Mrs. Sangeet Bahri Bahri EstatesPrivate Limited Mr. Sravan Veledandi Prabhakar and Mrs. Reshma Narain (acquirers) madethe open offer to the existing shareholders of the Company pursuant to SEBI (SubstantialAcquisition of Shares and Takeover) Regulations 2011 for acquisition of 17822500equity shares of face value of Rs. 1.00 each representing 26 % of Equity shareCapital/Voti'ng Capital of the Company at a price of Rs. 1.45 per Equity Share.

SEBI vide reference no. SEBI/HO/CFD/DCR-2/OW/P/2018/22420/1 dated 09.08.2018approved/given comments for the open offer for acquisition of 17822500 equity shares ofthe face value of Rs. 1.00 each representing 26 % of Equity share Capital/Voti'ng Capitalof the Company at a price of Rs. 1.45 per Equity Share.

52. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.

For and on behalf of the Board
Swagruha Infrastructure Limited
Sd/-
Place: Bengaluru Jayasimha Reddy
Date: 13.08.2018 Managing Director
(DIN:06490738)
Sd/-
Babu Sahebe Shaik
Director cum CFO
(DIN: 06716186)