On behalf of the Board of Directors (the "Board") of theCompany it gives me immense pleasure to present the 29th Board's Report along with theAudited Financial Statements of Company for the financial year ended March 31 2021.
1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATEDFINANCIAL STATEMENTS.
The standalone and consolidated financial statements of the Company forthe financial year ended March 31 2021 have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and asamended from time to time.
The performance highlights and summarized financial results of theCompany are given below:
(Amount in Lakhs except EPS)
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31st March 2021 ||Year ended 31st March 2020 ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Total Income ||6158.54 ||3625.39 ||7702.97 ||5339.43 |
|Total Expenditure ||5057.11 ||3809.40 ||6288.19 ||5169.21 |
|Profit/(Loss) before exceptional and extraordinary items & tax ||1101.43 ||(184.01) ||1414.78 ||170.22 |
|Exceptional & Extraordinary Item ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit/(Loss) before tax ||1101.43 ||(184.01) ||1414.78 ||170.22 |
|Provision for Tax Current Tax of current year ||245.11 ||0.00 ||287.61 ||79.06 |
|Current Tax earlier year ||0.00 ||5.47 ||(0.15) ||23.83 |
|Deferred Tax ||0.12 ||(4.47) ||1.08 ||(2.60) |
|Profit/(Loss) after tax ||856.20 ||(185.01) ||1126.24 ||69.93 |
|Other comprehensive Income (Net of Tax) ||144.18 ||(181.57) ||152.51 ||(186.52) |
|Total Comprehensive Income ||1000.38 ||(366.58) ||1278.75 ||(116.59) |
|Paid up Equity Share Capital ||295.97 ||295.97 ||295.57 ||295.57 |
|Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.) ||28.93 ||(6.25) ||38.05 ||2.36 |
1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS
During the financial year 2020-21 revenue from operation of theCompany on Standalone basis increase to Rs. 6136.00 Lakhs as against Rs. 3547.52 Lakhs inthe previous year recording an increase of 72.96%. Further during the financial yearcompany earned net profit after tax before Comprehensive Income of Rs. 856.20 lakhs asagainst previous year in which Company has incurred net loss amounting to Rs. 185.01Lakhs.
On a consolidated basis the revenue from operation increased to Rs.7651.13 lakhs as against Rs. 5236.62 lakhs in the previous year recording an increase of46.108%. Further on consolidated basis company earned net profit after tax beforeComprehensive Income of Rs. 1126.24 lakhs as against previous financial year in whichCompany earned net profit amounting to Rs. 69.93 Lakhs. The consolidated financialsreflect the cumulative performances of Swastika Investmart Limited along with itssubsidiaries. Detailed description about the business carried out is contained in theManagement Discussion and Analysis report.
1.3 ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 asamended from time to time the Annual Return of the Company for Financial Year 2020-21 isavailable on the Company's website at weblink https://swastika.co.in/Admin/InvestRelation/Form_MGT-7_SIL%202021.pdf
1.4 PROPOSAL FOR MERGER OF WHOLLY OWNED SUBSIDIARY COMPANY
The Board of the Directors have approved the Scheme of Amalgamation ofSWASTIKA COMMODITIES PRIVATE LIMITED (Wholly owned subsidiary) with the SWASTIKAINVESTMART LIMITED (Holding Com- pany) on 25th July 2019. Further on direction by Hon'bleNational Company Law Tribunal Mumbai Bench (NCLT) vide order dated 20th February 2020read with order dated 27th November 2020 and 6th January 2021 the NCLT convened meetingheld on Tuesday 23rd February 2021 for the purpose approval of Scheme of Merger byAbsorption of Swastika Commodities Private Limited ("Transferor Company ") withSwastika Investmart Limited ("the Transferee Company") on a going concern basisunder the provisions of Sections 230 to 232 of the Companies Act 2013. The Company hasmade joint petition before the Hon'ble NCLT and after admission of the petition matter isto be listed on 12th August 2021 for final disposal.
Due to COVID 19 pandemic situation process of merger was delayed due tonon availability of NCLT order and in mean time annual accounts have been finalized forfinancial year 31st March 2021 therefore the Board of the Directors have proposed tomodify the draft scheme of merger to only change in appointed date 1st April 2021 insteadof 1st April 2019 and other terms and conditions remain unchanged subject to furtherapproval of Hon'ble NCLT Mumbai Bench .
2. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM
The details of the number of meetings of the Board and its committeeheld during the Financial Year 2020- 21 forms part of the Corporate Governance Report.Further Annual General Meeting of the Company for financial year 2019-20 was held on 28thSeptember 2020.
3. INTERIM DIVIDEND
The Board of Directors at their meeting held on 15th March2021 declared an interim dividend of Rs. 2/- (20%) per equity share of face value of Rs.10/- each for the Financial Year 2020-21 to those shareholders who were on the Register ofMembers as on March 23 2021 being the record date fixed for this purpose. In view of theinterim dividend for the Financial Year 2020-21 your Board does not recommend furtherDividend for the Financial Year 2020-21.
AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 (Rules) as amended all unpaid or unclaimed dividends are required tobe transferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government after completion of seven years from the date oftransfer to Unpaid Dividend Account of the Company. Hence during the Financial Year2020-21 unpaid/ unclaimed dividends of Rs. 82334.00/- relating to financial year ended2012-13 were transferred to the Investor Education and Protection Fund.
Further according to the Rules the shares in respect of whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore shall also be transferred to IEPF Authority. Accordingly during the financial year2020-21 the Company has transferred 1429 shares related to final dividend de- clared forfinancial year 2012-13 to account of IEPF Authority.
DETAILS OF NODAL OFFICER
The nodal officer appointed by the company under the provisions of IEPFis Ms. Shikha Bansal. The details of Nodal Officer are also available on the website ofthe company:
4. AMOUNTS TRANSFERRED TO RESERVES
During the financial year no amount has been transferred to anyreserve.
The Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTSOF CHAPTER V OF THE ACT :- NOT APPLICATBLE.
UNSECURED LOAN FROM DIRECTORS
The Company has not received any unsecured loan from its directorsduring the financial year 2020-21.
6. SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company has four wholly owned Subsidiaries i.e. SwastikaCommodities Private Limited Swastika Fin- Mart Private Limited Swastika InsuranceBroking Services Limited and Swastika Investmart (IFSC) Private Limited. Financials tothese Subsidiaries are disclosed in the Consolidated Financial Statements which form partof this Annual Report. A separate statement containing salient features of the FinancialStatements of all the Subsidiaries in accordance with Section 129(3) of the Companies Act2013 and the rules made there under in the prescribed Form AOC-1 are annexed to thisReport as ANNEXURE-A and hence is not repeated here for sake of brevity. The Company doesnot have any joint venture or associate Company. There has been no material change in thenature of the business of the subsidiary company.
In accordance with third proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report of your Company containing inter alia the audited standaloneand consolidated financial statements has been placed on the website of the Company atwww.swastika.co.in. Further audited financial statements together with relatedinformation of each of the subsidiary companies have also been placed on the website ofthe Company at www.swastika.co.in.
In terms of Section 136 of the Companies Act 2013 ('the Act')financial statements of the subsidiary companies are not required to be sent to themembers of the Company. The Company shall provide a copy of the annual accounts of itssubsidiary companies to the members of the Company on their request. The annual accountsof its subsidiary companies will also be kept open for inspection at the registered officeof the Company during business hours.
Swastika Commodities Private Limited and Swastika Fin-mart PrivateLimited are material subsidiaries of the Company as per the thresholds laid down under theListing Regulations. The Board of Directors of the Company has approved a Policy fordetermining material subsidiaries which is in line with the Listing Regulations as amendedfrom time to time. The Policy has been uploaded on the Company's website athttps://swastika.co.in/Admin/InvestRelation/Material%20Subsidiaries.pdf
7. CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to the requirement of Section 129 of the Companies Act 2013 andRegulation 33 & Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (hereinafter referred as Listing Regulations) read withother applicable provisions and prepared in accordance with applicable IND AS forfinancial year ended March 31 2021. The Consolidated Financial Statements form part ofthis Annual Report.
A Report on the performance and financial position of each of thesubsidiaries companies included in the Consolidated Financial Statements and theircontribution to the overall performance of the Company is provided in Form AOC-1 andforms part of this Annual Report
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Mrs. Anita Nyati Whole Time Director(DIN: 01454595) retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. However her term is fixed and shall not breakdue to this retirement. The Board recommends her re-appointment for the consideration ofthe Members of the Company at the ensuing Annual General Meeting.
The Board of Directors in their meeting held on 28th July 2020accepted the resignation of Mr. Anil Kumar Nyati (DIN: 00057314) from the post ofNon-Executive Director of the Company w.e.f. 1st August 2020. Your Board places on recordits deep appreciation for the valuable contribution made by him during his tenure asDirector of the Company.
Further during the financial year Board of Director in their meetingheld on 27th January 2021 accepted resignation of Mr. Parth Nyati from the post of ChiefFinancial Officer ('CFO") of the Company w.e.f. 15th February 2021 and appointed Mr.Mahendra Kumar Sharma as Chief Financial Officer of the Company w.e.f. 16th February2021. Your Board places on record its deep appreciation for the valuable contribution madeby Mr. Parth Nyati during his tenure as CFO of the Company.
Further Board of Directors in their Meeting held on 25th May 2021considered re-appointment of Mr. Sunil Nyati as Managing Director of the Company for termof three years w.e.f. 15th June 2021 to 14th June 2024 and Mrs. Anita Nyati as Whole-timeDirector of the Company for term of three years w.e.f 1st June 2021 till 31st May 2024subject to the approval of members in ensuing Annual General Meeting.
Further note that during the current financial years 2021-22 Board ofDirectors of the company in their meeting held on 27th July 2021 approved theappiontment of Mr. Sunil Niyati (Managing Director) as chairman of the Board and Companiesw.e.f. 1st Aug. 2021.
The following have been designated as the Key Managerial Personnel ofthe Company pursuant to Sections 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time:
1. Mr. Sunil Nyati (DIN: 00015963) Managing Director;
2. Mrs. Anita Nyati (DIN: 01454595) Whole Time Director;
3. Mr. Mahendra Kumar Sharma Chief Financial Officer;
4. Ms. Shikha Bansal Company Secretary and Compliance officer
DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of theCompany pursuant to Section 164 of the Companies Act 2013. Board appraised the same andfound that none of the director is disqualified for holding office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted the declaration ofindependence as required under Section 149(7) of the Companies Act 2013 stating thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('the Listing Regulations') as amended from time to time.
The Board is of the opinion that the Independent Directors of theCompany hold highest standards of integrity and possess requisite expertise and experiencerequired to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act 2013 read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors of the Company have confirmed that they have registered themselves with thedatabank maintained by The Indian Institute of Corporate Affairs Manesar("IICA"). The Independent Directors are also required to undertake onlineproficiency self-assessment test conducted by the IICA within a period of 2 (two) yearsfrom the date of inclusion of their names in the data bank unless they meet the criteriaspecified for exemption.
All the Independent Directors of the Company are exempt from therequirement to undertake online proficiency self-assessment test.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(ii) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year;
(iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the annual accounts on a going concernbasis;
(v) the Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;
(vi) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors havebeen disclosed on website of the Company at web link:
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 15th March2021. The Meeting was conducted in an informal manner without the presence of theChairman the Whole Time Director the Non-Executive Non-Independent Directors and theChief Financial Officer.
13. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as apart of the good corporate governance practices and the same are in compliance with therequirements of the relevant provisions of applicable laws and statutes. Your Company hasan adequately qualified and experienced Audit Committee with Mr. Raman Lal Bhutda(Chairman) Mr. Chandrashekhar Bobra and Mr. Sunil Chordia. The recommendations of theAudit Committee were duly approved and accepted by the Board during the year under review.
The other Committees of the Board are:
(i) Nomination and Remuneration Committee
(ii) Stakeholders Relationship Committee
(iii) Corporate Social Responsibility Committee
The details with respect to the composition powers roles terms ofreference Meetings held and attendance of the Directors at such Meetings of the relevantCommittees are given in detail in the Report on Corporate Governance of the Company whichforms part of this Report.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATIONHAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITSCOMMITTEES
Pursuant to the provisions of the Act and the SEBI Listing RegulationsThe evaluation of all the directors committees Chairman of the Board and the Board as awhole was conducted based on the criteria and framework adopted by the Board whichincludes assessing the quality quantity and timelines of flow of information between theCompany Management and the Board as it is necessary for the Board to effectively andreasonably perform their duties.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In addition the chairman wasalso evaluated on the key aspects of his role. The Directors were satisfied with theevaluation results which reflected the overall engagement of the Individual Directorsthe Board as a whole and its Committees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors aredetermined by the Nomination and Remuneration committee. An indicative list of factorsthat may be evaluated include participation and contribution by a director commitmenteffective deployment of knowledge and expertise effective management of relationship withstakeholders integrity and maintenance of confidentiality and independence of behaviorand judgments.
Statement with regard to integrity expertise and experience of theindependent director appointed during the year.
During the year under review the Board has not appointed anyIndependent Director in the Company. However in the opinion of the Board all ourIndependent Directors possess requisite qualifications experience expertise and holdhigh standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)Rules 2014. List of key skills expertise and core competencies of the Board includingthe Independent Directors is provided in Corporate Governance Report.
15. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186
Pursuant to Section 186 of Companies Act 2013 and Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") disclosure on particulars relating toInvestment are stated in Note No. 6 of financial statement. Details of loans given by theCompany are stated in Note No. 5 of financial statement. These loans and investments weremade for the purpose of optimum return. Further Company has provided guarantee toIndusind Bank with respect to loan taken by Swastika Commodities Private Limited Whollyowned Subsidiary Company.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated the Policy on Related Party Transactions inline with the requirements of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018. The policy regulates alltransactions between the Company and its related parties which is also available on theCompany's website at:
https://swastika.co.in/Admin/InvestRelation/Policy%20On%20Related%20Party%20Transactions.pdfThe Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for Related Party Transactionson a quarterly basis for transactions which are of repetitive nature and/or entered in theOrdinary Course of Business and are at Arm's Length. All Related Party Transactions aresubjected to independent review by an Audit Committee to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.
All Related Party Transactions entered into during the Financial year2020-21 were in ordinary course of business and on arm's length basis. No Material RelatedParty Transactions i.e. transactions exceeding 10% of the annual consolidated turnover asper the last audited financial statement were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable to the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under sub-section (3)(m)of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies(Accounts) Rules 2014 are given as under:
(A) Conservation of Energy:
(i) the steps taken or impact on conservation of energy:-
The operations of your Company are not energy intensive. Howeveradequate measures have been initiated to reduce energy consumption.
(ii) the steps taken by the company for utilizing alternate sources ofenergy:-
The Company has used alternate source of energy whenever and to theextent possible
(iii) the capital investment on energy conservation equipments:- Nil
(B) Technology Absorption:
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reductionproduct development or import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the Financial Year): -
The Company has neither purchased within India nor imported anytechnology.
(iv) The expenditure incurred on Research and Development:-
The Company has not incurred any expenditure on Research andDevelopment during the year under review.
(C) Foreign Exchange Earnings and outgo:
During the year there was neither inflow nor outflow of foreignexchange.
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
Your company has an effective internal control and risk mitigationsystem. The company's internal control system is commensurate with its size scale andcomplexities of its operations; the internal and operational audit is entrusted to M/s.Vinod Rekha & Company Chartered Accountants. The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The company has a robust management information system which is anintegral part of the control mechanism.
The audit committee of the board of directors statutory auditors andthe business heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the audit committee of the board. To maintain its objectivity andindependence the internal audit function reports to the chairman of the audit committee.Report of statutory auditors for internal financial control system is part of AuditReport.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of the provisions of Section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility Policy) Rules 2014 a CorporateSocial Responsibility Committee was constituted by the Board of Directors of the Company.The Corporate Social Responsibility Committee had formulated and recommended to the Boarda Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by itand is being implemented by the Company.
The CSR policy recommends to the Board the expenditure to be incurredon CSR activities to monitor the CSR policy of the Company from time to time and toinstitute a transparent monitoring mechanism for implementation of the CSR projects orprograms or activities undertaken by the Company.
The Company's CSR Policy lays out the vision objective andimplementation mechanism. The Company's CSR Policy is available on the Company's web-link:
https://swastika.co.in/Admin/InvestRelation/Policy%20On%20Corporate%20Social%20Responsibilities.pdfThe Company has focused on social cause and implementation of its Corporate SocialResponsibility as per Schedule VII of the Companies Act 2013.
During the financial year ended 31st March 2021; the Company spent Rs.3.81 lacs on Corporate Social Responsibility (CSR) which is more than 2% of average netprofit of last three financial years. Detailed information report on the CSR policy andthe CSR initiatives taken during financial year 2020-21 is given in ANNEXURE-B.
20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if anyof the Companies Act 2013 read with the Rules issued there under and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directorsformulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the CompaniesAct 2013 the nomination and remuneration policy of the Company which lays down thecriteria for determining qualifications competencies positive attributes andindependence for appointment of Directors and policies of the Company relating toremuneration of Directors KMP and other employees is available on the Company's websiteat https://swastika.co.in/Admin/InvestRelation/Nomination%20And%20Remuneration%20Policy.pdf . The Board of Directors affirms that theremuneration paid to Directors senior management and other employees is in accordancewith the remuneration policy of the Company.
The Disclosure required under Section 197(12) of the Companies Act2013 read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended up to date is annexed as Annexure-C and forms anintegral part of the Board Report.
None of the employee of the company is drawing more than Rs.10200000/- per annum or Rs.850000/- per month for the part of the year during theyear under review. Therefore Particulars of the employees as required under Section 197of Companies Act 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable during the year underreview. Details of top 10 employees in terms of the remuneration and employees in receiptof remuneration as prescribed under the rule 5(2) of companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 as amended containing details prescribedunder rule 5(3) of the said rules which form part of the Boards Report will be madeavailable to any member on request as per provision of section 136(1) of the Act.
Pursuant to section 197(14) of the Companies Act 2013 neither theManaging Director nor Whole Time Director of the Company received any remuneration orcommission from any of its subsidiaries.
21. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Pursuant to Regulation 15(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 company shall not be mandatorily required tosubmit Corporate Governance Report as the equity share capital and net worth of theCompany was less than required limits on the last date of the previous financial year.Provided that where the provision of the Act becomes applicable to the Company at a laterdate the Company shall comply with the requirement within six month from the date onwhich the provisions become applicable to the Company. Further due to increase in networth in financial year 2020-21 compliance of corporate governance shall be mandatoryrequired for the company with effect from expiry of six months from the date of approvalof annual for 2020-21 financial statement.
However as good governance company voluntarily Complying the majorprovisions of the Corporate governance and accordingly as per Regulation 34(3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate section on Corporate Governance practices followed by the Company formsan integral part of this Report.
A detailed analysis of the Company's performance is discussed in theManagement Discussion and Analysis Report which forms part of this Annual Report.
22. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWERPOLICY
The Company has a whistle blower policy for Directors and employees toreport genuine concerns or grievances about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. The details ofestablishment of the reporting mechanism are disclosed on the website of the Company atthe web-link:- https://swastika.co.in/Admin/InvestRelation/Vigil%20Mechanism.pdf. NoPerson has been denied access to the Audit Committee.
23. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors appointed M/s. L. N. Joshi & Company Practicing CompanySecretaries Indore to conduct the Secretarial Audit of the Company for year ended March31 2021. The Secretarial Audit Report given by the Secretarial Auditor of the Company isannexed as Annexure-D and forms an integral part of this Report which is selfexplanatory. The secretarial audit report does not contain any qualification reservationor adverse remark.
24. STATUTORY AUDITORS
M/s. Sahaj & Company Chartered Accountants (FRN 020149C) wereappointed as Statutory Auditors of your Company in the 28th Annual General Meeting held on28th September 2020 for a term of five consecutive years from the conclusion of 28thAnnual General Meeting up to the conclusion of the 33rd Annual General Meeting to be heldin the financial year 2024-25.
Pursuant to the Notification issued by the Ministry of CorporateAffairs on 7th May 2018 amending Section 139 of the Companies Act 2013 the mandatoryrequirement for ratification of appointment of Auditors by the Members at every AGM hasbeen omitted and hence your Company has not proposed ratification of appointment of M/s.Sahaj & Company Chartered Accountants at the forthcoming AGM.
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part ofthe Accounts which are self-explanatory and does not contain any qualificationreservation or adverse remark or disclaimer.
Further there was no fraud in the Company which was required toreport by Statutory Auditors of the Company under sub-section (12) of Section 143 ofCompanies Act 2013.
25. INTERNAL AUDITORS
The Board has appointed M/s. Vinod Rekha & Company CharteredAccountant as Internal Auditor of the company and takes their suggestions andrecommendations to improve and strengthen the internal control systems. Their scope ofwork includes review of operational efficiency effectiveness of systems & processescompliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.
26. COST AUDIT
Your Company does not falls within the provisions of Section 148 ofCompanies Act 2018 read with the Companies (Cost Records & Audit) Rules 2014 asamended from time to time therefore no such record are required to be maintained.
27. MD/CFO CERTIFICATION
The Managing Director & CFO of your Company have issued necessarycertificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations andthe same forms part of this Annual Report.
28. CODE OF CONDUCT
The Board of Directors has laid Code of Conduct ("the Code")for the Board members and Senior Management Personnel of your Company. The code of conductis available on the website of the Company
All Board members and senior management personnel have confirmedcompliance with the Code. Declaration on adherence to the code of conduct is forming partof the Corporate Governance Report.
29. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISKMANAGEMENT POLICY:
The Board of Directors has adopted a risk management policy to developand implement risk management procedure/plan including therein of elements of risks ifany which in the opinion of the Board may threaten the existence of the Company.
30. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
The ongoing global COVID-19 pandemic has caused and continues to causesignificant loss of life and has resulted in curtailment of economic activities across theworld as local administrations and governments seek to limit spread of the diseaseincluding through lockdown policies restriction on business activities and businessshutdowns. Among other things many of your Company's and its clients' offices have beenclosed and employees have been working from home and many customer-facing businesses haveclosed or are operating at a significantly lower capacity to observe various socialdistancing requirements and government- mandated COVID-19 protocols.
Since the company engaged in business of stocking broking services fallunder the category of essential services we were continue in operations with least staffin the office premises. Amidst the Crisis the safety of our employees has been our top-Most priority and the Company has taken several measures to ensure their well-being Workfrom home has been assigned to majority of employees of the company to ensure the smoothfunctioning of the operations for which internet connections and other sources ofconnectivity like VPN connections has been provide to them at home.
Due to restriction in free movement there are some difficulties facedby the company in its operations such as new registration of authorized person has notbeen possible because of restriction of courier services and non availability of stamppapers. But somehow we have been able to operate during the lockdown period as well andwill continue to operate our business smoothly. The company was successful and will tryits best in future also to operate its business and serve its Customers at every level.
Additional information regarding potential impact of COVID-19 pandemicon your Company's business operations and financial position are provided as part of theMD & A Report forms part of the Corporate Governance Report.
Apart from this there are no material changes and commitments affectingthe financial position of the company have occurred between the end of the financial yearto which the financial statements relate and the date of this Board's report.
31. ENVIRONMENT AND SAFETY
The Company is engaged in the industry of providing services and notmanufacturing of any goods hence is a non-pollutant Company however it has a deepconcern for the protection and sustainability of environment owing to which it intends tobe actively involved in activities for protection of environment. The Company emphasizeson reducing dependence on paper communications and encourages use of electronic means ofcommunication which serves towards environmental protection and sustainable growth.
32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The company has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (India)and the Rules thereunder. The Company's process ensures complete anonymity andconfidentiality of information. Adequate workshops and awareness programmes against sexualharassment are conducted across the organization.
There was no case of sexual harassment reported during the year underreview. Further the Company has complied with the provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
33. LISTING OF SHARES
Company's shares are listed on BSE Limited. The company has paid annuallisting fee for Financial Year 2021-22.
The Company's assets are adequately insured against the loss of fireand other risk as considered necessary by the Management from time to time. The Companyhas also taken insurance cover for any claims/losses arising out of its core business ofsecurity broking.
35. COMPLIANCE OF SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
36. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form andyour Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantage offered by the Depository System members are requested to availthe facility of Dematerialization of the Company's shares on either of the Depositoriesmentioned as aforesaid.
37. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/events on these items duringthe year under review:-
Company has not issue of equity shares with differential rightsas to dividend voting or otherwise.
As on 31st March 2021 none of the Directors of the company holdinstruments convertible into equity shares of the Company.
Company has not granted any stock option or issue sweat equityshares.
Significant or material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's operation infuture.
Voting rights which are not directly exercised by the employeesin 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 asenvisaged under section 67(3)(c) of the Companies Act 2013).
There has been no change in the nature of business of yourCompany.
The Business Responsibility Reporting as required by Regulation34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015is not applicable to your Company for the financial year ending March 31 2021.
No application was made or any proceeding is pending under theInsolvency and Bankruptcy Code 2016 during the year in respect of your Company.
There was no one time settlement of loan obtained from the Banksor Financial Institutions.
38. ACKNOWLEDGMENT AND APPRECIATION
The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic. The Directors wish to convey their appreciation to all of theCompany's employees for their contribution towards the Company's performance. TheDirectors would also like to thank the shareholders employees investors stockexchanges customers bankers governments and all other business associates for theircontinuous support to the Company and their confidence in its management.