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Swastika Investmart Ltd.

BSE: 530585 Sector: Financials
NSE: N.A. ISIN Code: INE691C01014
BSE 00:00 | 23 Jul 73.10 -1.10
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NSE 05:30 | 01 Jan Swastika Investmart Ltd
OPEN 83.00
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VOLUME 67
52-Week high 244.90
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P/E 6.14
Mkt Cap.(Rs cr) 22
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Sell Price 0.00
Sell Qty 0.00
OPEN 83.00
CLOSE 74.20
VOLUME 67
52-Week high 244.90
52-Week low 69.30
P/E 6.14
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Swastika Investmart Ltd. (SWASTIKAINVESTM) - Director Report

Company director report

To

The Members of

M/s Swastika Investmart Limited

Mumbai (M.H)

Your Directors are pleased to present the 25th Annual Report on the business andoperation of the company together with the Standalone and Consolidated Audited FinancialStatements for the year ended 31st March 2017.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE :

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIALSTATEMENTS.

The performance highlights and summarized financial results of the Company are givenbelow:

Particulars Standalone Consolidated
Year ended 31st March 2017 Year ended 31st March 2016 Year ended 31st March 2017 Year ended 31st March 2016
Total Income 3265.51 2269.09 4369.33 3164.80
Total Expenditure 2463.74 2292.05 3435.91 3197.36
Profit/(Loss) before exceptional & extraordinary items and tax 801.77 (22.96) 933.42 (32.56)
Exceptional & Extraordinary Item 0.00 0.00 0.00 0.00
Profit/(Loss) before tax 801.77 (22.96) 933.42 (32.56)
Provision for Tax
Current Tax 244.12 0.00 287.11 11.25
Deferred Tax (6.79) (4.93) (7.05) (4.93)
Profit/(Loss) after tax 564.44 (18.03) 653.36 (38.88)
Surplus of Statement of Profit & Loss opening balance 13.84 67.49 134.45 208.95
Amount available for appropriation 578.28 49.46 787.81 170.07
Appropriations:
(a) Transferred to Statutory Reserve 0.00 0.00 0.00 0.00
*(b) Proposed Dividend on Equity Shares 0.00 29.59 0.00 29.59
(c) Tax on Proposed Dividend 0.00 6.03 0.00 6.03
Surplus Carried to Balance Sheet 578.28 13.84 787.81 134.45
Paid up Equity Share Capital 295.97 295.97 295.97 295.97
Earnings per share (Rs. 10/- each)
Basic & Diluted (in Rs.) 19.07 (0.61) 22.08 (1.31)

* Pursuant to Accounting Standard - 4 the company has not accounted for proposeddividend for the current financial year as liability as at 31 March 2017. However theproposed dividend was accounted for liability as at 31 March 2016 in accordance withexisting accounting standard.

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS

Your Company achieved an all-time high top line growth during the financial year2016-17 with gross income at Rs. 3265.51 lakhs (Previous year Rs. 2269.09 lakhs) on astandalone basis. The Company earned net profit amounted to Rs. 564.44 lakhs as comparedto previous year's loss of Rs. 18.03 lakhs. On a consolidated basis during the year underreview the Company's gross income is Rs 4369.33 lakhs (Previous year Rs. 3164.80 lakhs).Your Company has reported overall profit of Rs. 653.36 lakhs during the current year ascompared to previous year loss of Rs. 38.88 lakhs.

The consolidated financials reflect the cumulative performances of Swastika InvestmartLimited along with its subsidiaries. Detailed description about the business carried outis contained in the Management Discussion and Analysis report.

1.3 CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company howeverCompany has started merchant banking business.

1.4 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2017 stood at Rs. 295.97 lakhs.During the year under review the company has not issued shares with differential votingrights nor has granted any stock option or sweat equity shares. As on 31st March 2017none of the Directors of the company hold instruments convertible into equity shares ofthe Company.

2. CHANGE IN REGISTERED OFFICE OF THE COMPANY.

Board of Directors in their Board Meeting held on 24.05.2016 after complying to theprovision of the Section 12 of the Companies Act 2013 shifted registered office of theCompany with in same city from 1st Floor Bandukwala Building British Hotel Lane FortMumbai-400001 to 305 Madhuban Bldg Cochin Street S.B.S. Road Fort Mumbai Mumbai City-400001 MH

3. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - A and forms anintegral part of this Report.

4. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM

The details of the number of meetings of the Board and its committee held during theFinancial Year 2016-17 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year 2015-16 was held on 20th September2016.

5. DIVIDEND

Looking at the consistent performance of the company Board of Directors are pleased torecommend a final dividend of 10% on the equity shares i.e. Re.1/- per Equity Share offace value Rs.10/- each aggregating to Rs.2959700/- for financial year 2016-17 subjectto Approval of the members in ensuing 25th Annual General Meeting.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

During the year 2016-17 unclaimed dividend for financial year 2008-09 of Rs. 91956/-was transferred to the Investor Education and Protection Fund as required under theInvestor Education and Protection Fund (Awareness and Protection of Investor) Rules 2001.

6. AMOUNTS TRANSFERRED TO RESERVES

Out of the profits available for appropriation no amount has been transferred to anyreserves for the year under review.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

UNSECURED LOAN FROM DIRECTORS

The Company has not received any unsecured loan from its directors during the financialyear 2016-17.

8. SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year company has formed an wholly owned subsidiary company i.e.Swastika Investmart (IFSC) Pvt. Ltd. Your Company has four wholly owned Subsidiaries i.e.Swastika Commodities Private Limited Swastika Fin-Mart Private Limited SwastikaInsurance Services Limited and Swastika Investmart (IFSC) Private Limited. Financials tothe these Subsidiaries are disclosed in the Consolidated Financial Statements which formpart of this Annual Report. A statement containing salient features of the FinancialStatements of the Subsidiaries are annexed to this Report as ANNEXURE B pursuant toSection 129(3) of the Companies Act 2013 and the rules made there under in the prescribedform AOC-1 and hence is not repeated here for sake of brevity. The Company does not haveany joint venture or associate Company. In accordance with third proviso to Section 136(1)of the Companies Act 2013 the Annual Report of your Company containing inter alia theaudited standalone and consolidated financial statements has been placed on the websiteof the Company at www.swastika.co.in. Further audited financial statements together withrelated information and other reports of each of the subsidiary companies have also beenplaced on the website of the Company at www.swastika.co.in.

In terms of Section 136 of the Companies Act 2013 ('the Act') financial statements ofthe subsidiary companies are not required to be sent to the members of the Company.TheCompany shall provide a copy of the annual accounts of its subsidiary companies to themembers of the Company on their request. The annual accounts of its subsidiary companieswill also be kept open for inspection at the registered office of the Company duringbusiness hours.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statementyour directors provide the Audited Consolidated Financial statements in the Annual Report.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Anita Nyati Whole Time Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment. However her term is fixed but she is liable to retire by rotation asdetermined by the Board of the Directors of the Company. The Board recommends herre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.

Board of Directors in their Board meeting held on 01st August 2017 accepted theresignation of Shri Satyanarayan Maheshwari & Shri Kailash Chander Sharma from thepost of Directorship of the Company. Your Board places on record their deep appreciationof the valuable contribution made by them during their tenure as Directors of the Company.

Pursuant to Section 152 160 161 and all other applicable provisions of the CompaniesAct 2013 and Article 101 of the Articles of Association of the Company Shri ChandraShekhar Bobra (DIN: 00209498) a Non-Executive Independent Director who was appointed asan Additional Director with effect from 1st August 2017 shall hold office as per theprovisions of Section 161 of the Companies Act 2013 till the date of the ensuing AnnualGeneral Meeting. The Company has received a notice as per the provisions of Section 160(1)of the Companies Act 2013 from a Member in writing proposing his candidature for theoffice of Director along with requisite deposit.

Further Board of Directors in their Board meeting held on 01st August 2017 appointedMr. Amit Ramesh Gupta (DIN: 07322170) as additional director as well as whole timedirector of the company for a tenure of 3 (three) years subject to approval of members inensuing annual general meeting. The company has received a notice from member along withrequisite deposit proposing his candidature for continuance as a director. The followinghave been designated as the Key Managerial Personnel of the Company pursuant to Sections2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

1. Shri Sunil Nyati Managing Director;

2. Mrs. Anita Nyati Whole Time Director;

3. Shri Amit Ramesh Gupta Whole Time Director;

4. Shri Parth Nyati Chief Financial Officer;

5. Ms. Shikha Bansal Company Secretary and Compliance officer

DISQUALIFICATIONS OF DIRECTORS

During the year declarations were received from the Directors of the Company pursuantto Section 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

11. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfil the criteria of independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures in adoption of these standards;

ii. The Directors have 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 of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosedon website of the Company at web link:http://reports.swastika.co.in/InvestorRelation/RE110420170c769.pdf.

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year as on 24th March 2017. The Meetingwas conducted in an informal manner without the presence of the Chairman the Whole TimeDirector the Non-Executive Non-Independent Directors and the Chief Financial Officer.

15. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Shri Raman Lal Bhutda (Chairman) ShriChain Raj Doshi Shri Kailash Chander Sharma and Shri Sunil Chordia. However Mr. KailashChander Sharma resigned from the Board of Company w.e.f. 01st August 2017 and theCommittee was reconstituted on 1st August 2017 Shri Chandra Shekhar Bobra has beenincluded as Member of the Committee. The recommendations of the Audit Committee were dulyapproved 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 (CSR)

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.

16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments

17. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Investmentare stated in Note No. 9 of financial statement. These investments were made for thepurpose of optimum return. Further Company has provided guarantee to Indusind Bank withrespect to loan taken by Swastika Commodities Pvt. Ltd. wholly owned subsidiary company.During the financial year company has not given any loan except to its wholly ownedsubsidiary company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business pursuant to the provisions of Section188 of the Companies Act 2013 and the Rules made there under. Also there was nocontract/arrangement/transaction with any of the Related Parties which could be consideredmaterial in accordance with the Companies Act 2013 rules framed there under andRegulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. Hence AOC-2 is not required.

The Details of the related party transactions as required under Accounting standard -18are set out in Note 22(4)(B) to the financial statement forming part of this AnnualReport. All Related Party Transactions are placed before the Audit Committee and the Boardfor review and approval on a quarterly basis. Omnibus approval was obtained from AuditCommittee for transactions which are of repetitive nature. The policy on Related PartyTransactions as approved by the Board of Directors has been uploaded on the website of theCompany. The web-link of the same has been provided in the Corporate Governance Report.None of the Directors has any pecuniary relationship or transactions vis-a-vis theCompany.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However adequate measureshave been initiated to reduce energy consumption.

(ii) 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 reduction product developmentor import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure on Research and Development during theyear under review.

(C) Further there was neither inflow nor outflow of foreign exchange during the year.

20. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS.

Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to M/s. Vinod Rekha &Company Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.

The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.

The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

During the year under review your Company having profit before tax of Rs. 8.01 Croresand as per provisions of Section 135 of the Companies Act 2013 every company having networth of rupees five hundred crore or more or turnover of rupees one thousand crore ormore or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore directors out of which at least one director shall be an independent director.

Accordingly Board has constituted Corporate Social Responsibility Committee in itsmeeting held on 01st August 2017 comprising following members:-

Mr. Chandra Shekhar Bobra (Chairman);

Mr. Sunil Nyati (Member);

Mr. Ramanlal Bhutda (Member);

The role of the Committee is to formulate and recommend a CSR policy to the Board torecommend expenditure to be incurred on CSR activities to monitor the CSR policy of theCompany from time to time and to institute a transparent monitoring mechanism forimplementation of the CSR projects or programs or activities undertaken by the Company.

Further expenses towards CSR activities will be done in current financial year and willbe review time to time.

The Company's CSR Policy lays out the vision objectives and implementation mechanisms.The Company's CSR policy is available on the Company's web link athttp://reports.swastika.co.in/InvestorRelation/RE17082017ee8e3.pdf

The Company's CSR activities have traditionally focused on education skilldevelopment health environment and promoting sustainable practices.

22. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is annexed as Annexure-C and forms an integral part of this report.

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as Annexure - D and forms an integral part of thisReport.

None of the employee of the company is drawing more than Rs.10200000/- per annum orRs.850000/- per month for the part of the year during the year under review thereforeParticulars of the employees as required under Section 197 of Companies Act 2013 readwith rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable during the year under review.

Neither the Managing Director nor Whole Time Director of the Company received anyremuneration or commission from any of its subsidiaries. However Mr. Anil Nyati who is nonexecutive Director of the Company is drawing remuneration from subsidiary company i.e.Swastika Commodities Private Limited.

23. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the practicingChartered Accountant confirming compliance forms an integral part of this Report.

24. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. Thedetails of establishment of the reporting mechanism are disclosed on the website of theCompany at the weblink:-

http://reports.swastika.co.in/InvestorRelation/CO27082015fefc1.pdf. No Person has beendenied access to the Audit Committee.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. L. N. Joshi & Company Practicing Company Secretary to undertake asthe Secretarial Auditor of the company. The Secretarial Audit report is annexed asANNEXURE-E and forms an integral part of this Report which is self explanatory. Thesecretarial audit report does not contain any qualification reservation or adverseremark.

27. STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there underM/s R. S. Bansal & Company Chartered Accountants (Firm Registration No.000939C) wereappointed as statutory auditors of the Company for a period of five years from theconclusion of the 23rd annual general meeting (AGM) of the Company held on 22.09.2015 tillthe conclusion of the 28th AGM to be held in the year 2020 subject to ratification oftheir appointment at every AGM. Your Company has received necessary confirmation from themstating that they satisfy the criteria provided under section 141 of the Companies Act2013.

The Board of Directors of your company has recommended to ratify the appointment ofM/s. R. S. Bansal & Company Chartered Accountants (Firm Registration No.000939C) tohold office as Statutory Auditor of the company from the ensuing Annual General Meetingtill the Conclusion of the next Annual General Meeting of the company on such remunerationas may be decided by the Managing Director and Statutory Auditor.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub- section (12) of section 143 of Companies Act 2013.

28. INTERNAL AUDITORS

The Board has appointed M/s. Vinod Rekha & Company Chartered Accountant asInternal Auditor of the company and takes their suggestions and recommendations to improveand strengthen the internal control systems. Their scope of work includes review ofoperational efficiency effectiveness of systems & processes compliances andassessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

29. MD/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2017. Copy of the certificate isseparately annexed with this annual report.

30. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

31. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15th May 2015. The Details of the saidcode is available on website of the Company at the web link:-http://reports.swastika.co.in/InvestorRelation/RE270820153542e.pdf.

32. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

33. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Board's Report.

34. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & 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. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

36. LISTING OF SHARES

Company's shares are listed on Bombay Stock Exchange Limited. The company has paidannual listing fee for financial year 2017-18.

37. INSURANCE

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.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2017.

39. DEPOSITORY SYSTEM :

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 Services (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 has paid the annual custodian fee to the respective depositories.

40. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

41. ACKNOWLEDGMENT

The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by its employees investors stakeholdersBanks and other regulatory authorities. The Board also likes to thank BSE NSE NSDL andCDSL

for their continuous support & co-operation.
Place: Indore For and on behalf of the Board of Directors
Date: 01.08.2017 SWASTIKA INVESTMART LIMITED
Sunil Nyati Anita Nyati
Managing Director Whole-time Director
DIN: 00015963 DIN: 01454595