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Swagruha Infrastructure Ltd.

BSE: 531909 Sector: Infrastructure
NSE: N.A. ISIN Code: INE587J01027
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NSE 05:30 | 01 Jan Swagruha Infrastructure Ltd
OPEN 5.70
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VOLUME 300
52-Week high 6.98
52-Week low 4.86
P/E 570.00
Mkt Cap.(Rs cr) 39
Buy Price 5.99
Buy Qty 60.00
Sell Price 5.70
Sell Qty 1160.00
OPEN 5.70
CLOSE 5.70
VOLUME 300
52-Week high 6.98
52-Week low 4.86
P/E 570.00
Mkt Cap.(Rs cr) 39
Buy Price 5.99
Buy Qty 60.00
Sell Price 5.70
Sell Qty 1160.00

Swagruha Infrastructure Ltd. (SWAGRUHAINFRA) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the Directors' Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS STATE OF AFFAIRS:

The financial results of the company during the period ended 31st March 2019 has been as under:

Rs. (in lakhs)

Particulars2018-20192017-2018
Revenue from Operations40.2713.87
Other IncomeNilNil
Profit/Loss Before Depreciation finance costs Exceptional Items and Tax expense8.841.45
Less: Depreciation/Amortisation/ImpairmentNil0.25
Profit/Loss before finance costs exceptional items and Tax expense8.841.20
Less: Finance Costs0.090.06
Profit/Loss before Exceptional Items and Finance Costs8.751.14
Add/(Less): Exceptional ItemsNilNil
Profit/Loss before tax expense8.751.14
(Less): Tax Expense (Current & deferred)2.270.37
Profit/(Loss) for the year (1)6.47077
Total Comprehensive Income/(Loss) (2)NilNil
Total(1+2)6.470.37
Balance carried forward6.470.37
Earnings per share0.010.00

2. REVIEW OF OPERATIONS:

The Directors wish to report that your company has achieved the turnover of Rs. 40.27 lakhs for the financial year ended 31.03.2019 as against Rs. 13.87 lakhs for the financial year ended 31.03.2018. The Profit after tax stood at Rs. 6.47 lakhs for the financial year ended 31.03.2019 as against Rs. 0.77 lakhs for the financial year ended 31.03.2018.

3. DIVIDEND:

Keeping the Company's expansion and growth plans in mind the Directors have decided not to recommend dividend for the year.

4. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31stMarch 2019 and the date of Board's Report. (i.e. 05.11.2019)

5. CHANGE IN THE NATURE OF BUSINESS IF ANY:

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

6. TRANSFER TO RESERVES:

During the year no amount has been transferred to reserves.

7. CHANGE IN NAME OF THE COMPANY

The Board of Directors at their meeting held on 31st October 2019 has approved the change in name of the Company from Swagruha Infrastructure Limited to Bahri and Corbel Hospitality Limited approval of shareholders for which was set out in the notice of 25th Annual General Meeting.

8. CHANGE IN MAIN OBJECTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

The Board of Directors of the Company at their meeting held on 5th November 2019 approved the alteration of objects clause of the MOA of the Company to enable the company to carry on its operations in new line of business and adopting the new set of Memorandum of Association to align with the existing MOA of the Company with Table A of Schedule I of the Companies Act 2013. The Board of Directors seek approval of shareholders of the company as set out in the notice of 25th Annual General Meeting.

9. EXTENSION OF AGM

The Company has applied for extension of time with the Registrar of Companies Karnataka for conducting the Annual General Meeting as there is a change in management of the Company pursuant to Open Offer. The company has obtained extension of 2 months to conduct the Annual General Meeting.

10. PUBLIC DEPOSITS:

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

11. CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 75000000 (Rupees Seven Crore Fifty Lakhs only) divided into 75000000 equity shares (Seven Crore Fifty Lakhs only) of Rs. 1/- each only. The Paid -up capital of the company is Rs. 68548000 (Rupees Six Crore 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.

12. REVISION OF FINANCIAL STATEMENTS:

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

13. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls which commensurate with its size nature of business and complexity of its operation and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguard for assets internal control over financial reporting and compliance with applicable laws and regulations. Internal audit function evaluates the adequacy of and compliance with policies plans regulatory and statutory requirements.

14. 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 impact on the going concern status and the Company's operations in future.

15. DISCLOSURE ON ISSUE OF SHARES

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

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(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 with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act 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 any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014

4. Non- Exercising of voting rights : During the year under review there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: 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 on preferential basis during the period under review.

16. INVESTOR EDUCATION AND PROTECTION FUND

No amount of unpaid or unclaimed dividend has been transferred to Investor Education and Protection Fund during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Name of the Directo rJayasimha ReddyM. SridharMr. Chitmi Srinivasa ReddyMrs. Taarika Abhishek Raj
Date of Birth05.04.197106.07.197210.09.196804.03.1984
Date of Appointment23.03.201329.08.201724.03.201924.03.2019
QualificationEngineerGraduateCivil EngineerGraduate
Expertise in specific functional areasExperience in the field of infrastructureFinanceHe has 25 years of experience in the construction & hospitality industry and has successfully commissioned about 1000 residential houses and offices he currently promotes Red Earth Group and Chirantana Engineers.She is an entrepreneur with 5 years' experience in hospitality services and interior designing and project execution.
Directorships held in other----
companies (excluding private limited and foreign companies)
Membership/Chai rmanship of committee of other companies (includes only Audit Committee and Stakeholders Relationship Committee)
No. of Shares held in the Company
Inter se relationship with any DirectorNoneNoneNone
Number of meetings attended in the financial year66NANA

18. BOARD MEETINGS

During the financial year 2019-18 the Board of Directors duly met 6 (Six) fimes on 29.05.2018 13.08.2018 14.11.2018 14.02.2019 and 12.03.2019 and 24.03.2019 in respect of which meefings proper nofices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15.1 Key Managerial Personnel:

Pursuant to Secfion 203 of the Companies Act 2013 the Key Managerial Personnel of the Company are:

a) Mr. Jayasimha Reddy - Managing Director

b) Mrs. Priyanka Ahuja* - Company Secretary

*Appointed w.e.f. 10th May 2019

15.2 Declarafion of Independence

The Company has received the declarafions under Secfion 149 (6) of the Companies Act 2013 from the independent directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as independent directors during the year.

19. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI Lisfing Regulafions the Board has carried out an Annual Evaluafion of its own performance performance of the Directors and the working of its Committees. The Board's funcfioning was evaluated on various aspects including inter alia degree of fulfillment of key responsibilifies Board structure and composifion establishment and delineafion of responsibilifies to various Committees effecfiveness of Board processes information and funcfioning.

20. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company their roles rights responsibilifies in the Company nature of the industry in which the Company operates etc. through familiarizafion programme. The Company also conducts orientafion programme upon inducfion of new Directors as well as other inifiafives to update the Directors on a confinuing basis. The familiarizafion programme for Independent Directors is disclosed on the Company's website www.swagruhainfra.co.in

21. RISK MANAGEMENT

The Company has put in place a mechanism to idenfify assess monitor and mifigate various risk associated with the business. Major risk idenfified are systemafically discussed at the meefing of the Audit committee and Board of Directors of the company In line with the new regulatory requirement the company has framed the Risk Management policy to idenfify and assess the key risk areas monitor and report compliance and effecfiveness of the policies and procedures.

22. SECRETARIAL STANDARDS

The company is in due compliance with the Secretarial Standards applicable as on date.

23. AUDIT COMMITTEE

I. The Audit Committee of the Company is consfituted in line with the provisions of Regulafion 18 of SEBI (Lisfing Obligafions and Disclosure Requirements) Regulafions 2015 read with Secfion 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 reporfing process and disclosure of its financial informafion to ensure that the financial statements reflect a true and fair posifion and that sufficient and credible informafion is disclosed.

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

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

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial informafion.

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

1. Any changes in accounfing policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounfing standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transacfions

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

* Disclosure of confingent liabilifies.

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

* Reviewing the adequacy of internal audit funcfion including the audit character the structure of the internal audit department approval of the audit plan and its execution staffing and seniority of the official heading the department reporfing structure coverage and frequency of internal audit.

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

* Reviewing the findings of any internal invesfigafions by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporfing the matter to the Board.

Looking into the reasons for substanfial defaults in payments to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors.

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

III. The previous Annual General Meefing of the Company was held on 29th September 2018 and Chairman of the Audit Committee attended previous AGM.

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

During the financial year 2018-19 (4) Four meefings of the Audit Committee were held on the 29.05.2018 13.08.2018 14.11.2018 and 14.02.2019.

The details of the composifion of the Committee and attendance of the members at the meefings are given below:

NameDesignafionCategoryNo. of Meefings heldNo. of Meefings attended
Gopal GillelaChairmanNED(I)44
Mathew OommenMemberNED(I)44
M. SridharMemberNED(I)44

NED (I): Non-Execufive Independent Director

24. NOMINATION AND REMUNERATION COMMITTEE

Terms of reference:

The main term of reference of the Committee is to approve the fixafion/revision of remunerafion of the Managing Director/Whole Time Director of the Company and while approving:

 To take into account the financial posifion of the Company trend in the industry appointee's qualificafion experience past performance past remunerafion etc.

 To bring out objecfivity in determining the remunerafion package while striking a balance between the interest of the Company and the Shareholders.

Remunerafion Policy:

The objecfives of the remunerafion policy are to mofivate Directors to excel in their performance recognize their contribufion and retain talent in the organizafion and reward merit.

The remunerafion levels are governed by industry pattern qualificafions and experience of 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 13.08.2018 and 24th March 2019 The details of composifion of the Committee are given below:

NameDesignafionCategoryNo of Meefings heldNo of Meefings attended
Gopal GillelaChairmanNED(I)22
Mathew OommenMemberNED(I)22
M. SridharMemberNED(I)22

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 Nominafion & Remunerafion Committee for idenfifying persons who are qualified to become Directors and to determine the independence of Directors in case of their appointment as independent Directors of the 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 in accordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

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

3. Policy:

Qualifications and criteria

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

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

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

* 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 and responsibilities 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 a Committee Member the Committee Meeting;

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

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

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

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the 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 of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall reassess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) 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 experience to contribute to effective Board performance Accordingly members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of and the time involved in a Director Service on other Boards in evaluating the suitability of the individual Director and making its recommendations to the Board.

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

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

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

For the purpose of considering the limit of the committee Audit committee and stakeholder's relationship committee of all public limited companies whether listed or not shall be included and all other companies including private limited companies foreign companies and companies under section 8 of the Companies Act 2013 shall be excluded.

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 Remuneration committee for recommending to the Board the remuneration of the directors key managerial personnel 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 constituted by Board in accordance with the provisions of section 178 of the companies Act2013 and reg. 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) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

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

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall 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 the NR committee and Annual performance Bonus will be approved by the committee based on the achievement 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 Committee shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non - Executive Directors shall be entitled to sitt'ng fees attending the meetings 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 work experience competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets seniority experience and prevailing remuneration levels for equivalent jobs.

25. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

NameDesignationCategory
Gopal GillelaChairpersonNED(I)
Mathew OommenMemberNED(I)
M. SridharMemberNED(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 shares Dematerialization of Shares non-receipt of Annual Reports non-receipt of declared dividend and other allied complaints.

* To approve transfer transmission and issue of duplicate / fresh share certi'ficate(s)

* Consolidate and sub-division of share certificates etc.

* To redress approve and dispose off any other complaints transactions and requests etc. 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 to the Registrar and Share Transfer Agents who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called investorgrievances@swagruha.com for complaints/grievances

26. RISK MANAGEMENT COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

NameDesignationCategory
Gopal GillelaChairmanNED(I)
Mathew OommenMemberNED(I)
M. SridharMemberNED(I)

NED (I) : Non Executive Independent Director

B) RISK MANAGEMENT POLICY:

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

27. PERFORMANCE EVALUATION

Evaluation of the Committees performance was based on the criteria like composition its terms of the reference and effectiveness of committee meetings etc. Individual Director's performance evaluation is based on their preparedness on the issues to be discussed meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members 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 the Board covering various criteria such as degree of fulfillment of key responsibilities Board structure and composition establishment and delineation of responsibilities to various Committees effectiveness of Board processes information and functioning Board culture and dynamics quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

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

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

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

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlights learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report the recommendations made in the previous year were satisfactorily implemented.

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

28. STATUTORY AUDITORS

The members of the company in accordance with section 139 of the Companies Act 2013 had passed a resolution in the AGM held on 29.09.2018 for appointment of M/s. M.M Reddy & Co as Statutory Auditors of the company for a period of 3 years to hold office up to the conclusion of 27th Annual General Meeting of the company to be held for the financial year 2020-21.

29. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies read with rules made there under the Board has appointed M/s. Ravi & Co. Chartered Accountants are the internal Auditors of the Company.

30. SECRETARIAL AUDITORS

The Board had appointed Ms. Aakanksha Practicing Company Secretary Hyderabad having CP No.20064 to conduct Secretarial Audit for the financial year 2018-19 pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2018- 19 is enclosed as Annexure IV to this Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year the Company has not entered into any contract/arrangement/transacfon with related partes which could be considered material in accordance with the policy of the Company on materiality of related party transactons.

None of the transactons with related partes falls under the scope of Sect'on 188(1) of the Act. The Policy on materiality of related party transactons and dealing with related party transactons as approved by the Board may be accessed on the Company's website at www.swagruha.co.in.

32. CORPORATE GOVERNANCE

Corporate Governance is not applicable to the company since the paid-up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectvely.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

34. EXTRACT OF ANNUAL RETURN

As required pursuant to sect'on 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administrat'on) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report - Annexure II

35. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of sect'on 134 (5) of the Companies Act 2013 the Directors hereby confirm that:

a) In the preparafion of the annual accounts the applicable accounfing standards had been followed along with proper explanafion relafing to material departures;

b) The Directors had selected such accounfing 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 accounfing records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevenfing and detect'ng fraud and other irregularifies;

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 and that such internal financial controls are adequate and were operafing effect'vely 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 operafing effect'vely.

36. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES:

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

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

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

38. INDIAN ACCOUNTING STANDARDS

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

39. AUDIT REPORTS

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31 2019 and has noted that the same does not have any reservation qualification or adverse remarks. However the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and there are no qualifications/adverse remarks.

40. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not has the net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crore or more a net profit of Rs. 5 Crore or more during the financial year or Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy and also not required the composition of Corporate Social Responsibility Committee.

41. CONSERVATION OF ENERGY TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE OUTGO

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

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy 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

42. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

43. CREDIT & GUARANTEE FACILITIES

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

44. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

45. RATIO OF REMUNERATION TO EACH DIRECTOR:

No Remuneration is paid to the directors of the company.

46. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

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

47. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 2018-19 is provided elsewhere in this Annual Report.

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

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

49. INSIDER TRADING

The company has in place code of conduct for prevention of insider trading. All Directors senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by the code. During the year under review there has been due compliance with the code of conduct for prevention of Insider trading.

50 VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has in place whistle blower policy and no personnel has been denied access to the Chairman of the Audit Committee. The policy also provides for safeguarding of whistle blowers. The whistle blower policy is available on website of the company www.swagruha.co.in.

51. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC).

No corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code (IBC) during the year under review.

52. PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution by the 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 Companies Act 2013 read with Rule 5 of Companies (Appointment & Remuneration Of Managerial Personnel) Rules 2014.

53. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

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

54. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

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

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

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

55. OPEN OFFER:

During the period under review Mr. Hemant Bahri Mrs. Sangeet Bahri Bahri Estates Private Limited Mr. Sravan Veledandi Prabhakar and Mrs. Reshma Narain (acquirers) made the open offer to the existing shareholders of the Company pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011 for acquisition of 17822500 equity shares of face value of Rs. 1.00 each representing 26 % of Equity share Capital/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 09.08.2018 approved/given comments for the open offer for acquisition of 17822500 equity shares of the face value of Rs. 1.00 each representing 26 % of Equity share Capital/Voti'ng Capital of the Company at a price of Rs. 1.45 per Equity Share.

56. ACKNOWLEDGEMENTS:

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

Your Directors also wish to place on record their appreciation of business constituents banks and other financial institutions other statutory authorities like SEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board Swagruha Infrastructure Limited
Sd/-
Place: BengaluruMathew OmmenJayasimha Reddy
Date: 5.11.2019DirectorManaging Director
(DIN-01940161)(DIN: 06490738)