Dear Members, Swastika Investmart Ltd.
Your Directors have immense pleasure in presenting the 21st Annual Report of theCompany and the Audited Accounts for the financial year ended 31st March, 2013.
(Amount in Rs. Lacs)
|PARTICULARS ||31.03.2013 ||31.03.2012 |
|Total Income ||1322.47 ||1341.05 |
|Profit before exceptional and extraordinary items and tax ||(34.19) ||88.41 |
|Exceptional Items ||37.01 ||1.49 |
|Profit before extraordinary items and tax ||2.82 ||89.90 |
|Less : Extraordinary Items ||- ||- |
|Profit before tax ||2.82 ||89.90 |
|Less : Provision for Taxation || || |
|Current tax ||0.57 ||36.25 |
|Deferred Tax ||(4.59) ||(7.53) |
|Profit for the Year ||6.84 ||61.18 |
|Amount Transferred to General Reserve ||- ||50.00 |
|Earning per Share || || |
|Basic ||0.23 ||2.07 |
|Dilute ||0.23 ||2.07 |
SUBSIDIARY COMPANIES AND CONSOLIDATION OF ACCOUNTS
The Ministry of Corporate Affairs has vide its circular dated 8th February 2011, hadgranted general exemption to companies from attaching to their balance sheet, the accountsand other documents of their subsidiary
companies , subject to fulfill of specified conditions. In view of this generalexemption and being in compliance with the conditions thereof, the accounts and otherdocuments of the company's subsidiaries are not attached to the Annual report of thecompany. The consolidated financial statement of the Company, which includes the financialinformation of all its subsidiaries (i.e. Swastika Commodities Private Limited, SwastikaFin-mart Private Limited, Swastika Insurance Services Limited) are forming part of thisannual report.
The Annual accounts and financial statements of the Subsidiary companies of yourcompany and related detailed information shall be made available to members on request andare open for inspection at the Registered office of your company.
To maintain a trend of dividend, your Directors are pleased to recommend a dividend of10% on the equity shares i.e. Rs. 1/- per Equity Share of face value Rs. 10/- subject toApproval of the members in ensuing Annual General Meeting .
In accordance with the provision of the Companies Act, 1956 and as per Article 128 ofArticles of Association of the Company Mr. Vinod Kumar Gupta and Mr. Tarun Kumar BalduaDirectors of the Company, retire by rotation and being eligible offer themselves forreappointment in ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, withrespect to the Director's Responsibility Statement, your directors hereby confirm:
i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2013; the applicable accounting standards have been followed ;
ii) That they have selected such accounting policies and applied them consistently andmade judgments, and estimate that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of financial year and of the profitof the Company for the year under review;
iii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of this Act, for safeguarding theassets of the Company and for preventing and detecting Fraud and other irregularities.
iv) That they have prepared the annual accounts on a going concern basis.
Your Company has not accepted any Public deposit within the meaning of section 58A ofthe Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975
COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTORS)
As the Company is not engaged in any manufacturing activities, hence provisions ofsection 217(1)(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are notapplicable to the Company. Further there was neither inflow nor outflow of foreignexchange during the year.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing remuneration attractingthe provision of section 217 (2A) of the Companies Act, 1956 read with the Companies(particulars of employees) Rule 1975. The company continued to have cordial and harmoniousrelations with employees.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital is of keyimportance for its operations, The HR policies and procedures of your Company are gearedup towards this objective. In totality our employees have shown a high degree of maturityand responsibility in responding to the changing environment, economic and the marketcondition.
The auditors, M/s R.S. Bansal & Company, Chartered Accountants, Indore retire andbeing eligible offers themselves for re-appointment. Comments of the Auditors in theirreport and notes forming part of the Accounts are self-explanatory and need no comments.
The auditors report to the shareholders on the Accounts of the Company for thefinancial year 31st March 2013 does not contain any qualification or adverse remark.
SECRETARIAL COMPLIANCE CERTIFICATE
As per the requirement of provision of section 383A of the Companies Act, 1956, thecompany appointed M/s. L.N.Joshi & Co., Company Secretaries and obtained a SecretarialCompliance Certificate which is annexed herewith.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and senior managementof the Company. All the Board members and senior management personnel have affirmedcompliance with the code of conduct. The code of conduct has posted on website of thecompany i.e www.swastika.co.in
A separate section titled "Corporate Governance" including a certificate fromthe Auditors of the Company confirming compliance of the conditions of the CorporateGovernance as stipulated under clause 49 of the Listing Agreement and also the ManagementDiscussion and Analysis Report and CEO certification are annexed hereto and form part ofthe report.
Under the provisions of Companies Act, 1956 and Listing Agreement with the StockExchanges a Audit Committee Comprises of CAVinod Gupta, Shri C.R. Doshi and , Shri R.L.Bhutda.
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System, members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.
The Company's assets are adequately insured against the loss of fire and other risk, asconsidered necessary by the Management from time to time .The Company has also takeninsurance cover for any claims /losses arising out of its core business of securitybroking.
GREEN INITIATIVES IN THE CORPORATE GOVERNANCE
In order to reduce cost of posting and speedy delivery of documents, service ofdocuments through electronic mode has been permitted under section 53 of the CompaniesAct, 1956 in place of service of document under certificate of posting. Similarly, toreduce the consumption of papers and speedy secure delivery, service of copies of BalanceSheets and Auditors Report etc., to the members of the company as required under section219 of the Companies Act, 1956 has been allowed to be served through electronic mode bycapturing their email addresses available with the depositories or by obtaining directlyfrom the shareholders.
LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai andcompany has paid annual listing fee for financial year 2013-2014.
The Directors place on record their gratitude to the government, regulators, stockexchanges, other statutory bodies, customers, business partners and the company's bankersfor the assistance, co-operation and encouragement they extended to the company. TheDirectors also place on record their sincere appreciation of the employees for theircontinuing support and dedicated efforts made in ensuring and excellent all-roundoperational performance. Last but not the least; the directors would like to thankvaluable shareholders for their co-operation, support and contribution. We look forward totheir continued support and co-operation in the future.
| ||For & on behalf of the Board of Directors |
|Place : Indore ||Sunil Nyati ||Anita Nyati |
|Date : 14.05.2013 ||Managing Director ||Whole Time Director |