MANAGEMENT DISCUSSION AND ANALYSIS
TO THE MEMBERS OF
SWISS MILITARY CONSUMER GOODS LIMITED
(Erstwhile Network Limited)
Your directors have pleasure in presenting their 32ndAnnual Report of theCompany together with the Audited Financial Statements of the Company for the FinancialYear ended 31st March 2021.
The Financial Highlights of the Company for the financial year ended on 31stMarch2021 as compared to the previous year are summarized below: -
(Rs in Lacs)
|PARTICULARS ||31st March 21 ||31st March 20 |
|Revenue from operations ||519.42 ||353.07 |
|Other Income ||4.51 ||53.28 |
|Total Expenditure ||523.93 ||425.90 |
|Profit / (Loss) before Tax & Exceptional Items ||2.56 ||(19.55) |
|Profit / (Loss) after Tax & Exceptional Items ||2.56 ||(19.55) |
|Other Comprehensive Income ||- ||(154.59) |
|Total Comprehensive Income for the period ||2.56 ||(174.14) |
During the financial year ended 31st March 2021 the revenue from operations of thecompany increased from Rs. 353.07 Lac to Rs. 519.42 Lac with a growth of 47.12%. Theprofit before tax & exceptional items for the year under review stood at 2.56 Lac asagainst loss 19.55 Lac of the previous year. With the change in management of the companyand also with the commencement of new business activities under the premium lifestylebrand "Swiss Military" the management of the your company is very optimistic toachieve sustainable growth in the coming years. Your company will continue to focus onbuilding up the business with sustainability and future scalability potentials.
The Company has already started business of lifestyle products under the brand"Swiss Military". Having said that the pandemic also started reshapingbehaviours of buyers. We saw that demand when it started coming back it came fromessentials which are value driven and more experiential. Accordingly we have addedfollowing business verticals under the lifestyle products category.
1) Essentials under Apparel Category - Men's Innerwear
2) Essentials under Appliances Category - Brown Goods Appliances
Your company is actively developing working and launching above essential consumerproducts under the brand "Swiss Military" in India on exclusive basis. Theseproduct categories under the brand "Swiss Military" have wide presence in theglobal markets and now being launched in India by your company on exclusive basis. YourCompany already started development and production through approved global and domesticOEMs of brand Swiss Military. The product portfolio is being customized and pricedaccording to the required market needs on the principal of an innovative product withworld-class quality at an affordable price.
The Innerwear Category is one of the high growth categories in the apparel market andpromises growth and innovation. The higher income along with higher discretionaryspending growing fashion orientation of consumers and product innovations by theinnerwear market have turned innerwear from a traditionally utilitarian item to anessential fashion requirement.
The different sub-categories of men's innerwear include vests briefs / boxers andsleepwear. Consumers mostly purchase branded products for vests and brief / boxers whichare the largest category offerings from leading innerwear brands.
The Indian innerwear market is shifting from a price sensitive market to a fashionquotient market. Accordingly the Company is seeking to mark its presence in the premiumsegment with affordable luxury under the internationally renowned and celebrated brand"Swiss Military".
Home Appliances (Brown Goods)
The major products constituting the brown goods market are Mixers Grinders IronsMicrowave-Ovens Rice Cookers Pop-up Toasters Induction Stove Fans Heaters Kettlesetc.
The branded brown goods market has expanded at a significant pace and is expected toretain the momentum into the future as well. While focus on price competency remains a keypriority players have also started focusing on other product features such as DesignSafety IOT etc.
Over the years changing perception of the consumer durable products from a luxury itemto a necessity among the working population has led to the most Indian householdsincreasing their purchase of the same. On the other hand increasing aspiration level ofthe young and working population desire to shift to better category or branded products.New product offering by various manufacturers coupled with easy finance availability andimprovement in continuous power supply scenario in the country (especially rural India) isalso likely to drive the sales volume for these categories.
The electrical appliances/brown goods industry which had been focused on the urbanmarket is now reaching out to semi-urban and rural markets as well because of the shiftin living style of the population increasing electrification of villages and relativelyhigher purchasing power of consumers. As the market penetrates into the core middle classsegment in both urban and rural areas it is expected to expand phenomenally offeringlarge volumes to the industry and here is scope for the company to make its mark with aninternational brand "Swiss Military" which is already well recognized brand inappliances category in international markets.
In addition to above business verticals your company was continuously looking for agood profitable business field/model once kickstart &having great scalability in thefuture for sustainable growth. The new management of the company able to find thisopportunity in the field of E-technology having profitability and future scalability bothaside and that too in the essential category (the focal area of management) i.e.
RFID Technology E-Seal
RFID technology e-seal facilitating the port logistics automation and cargo trackingDigitalization / Integration in the supply chain. Companies increasingly using item-levelRadio Frequency Identification (RFID) to trace and track the goods for inventory controlpurpose and also and supply chain management. Tagging every single product not onlyimproves the visibility of goods transport in the entire supply chain processes but alsohelping to remove common problems like inventory shortages in the supply chain.
In the transport industry RFID along with other innovations in Information andCommunication Technology (ICT) is being utilized in identifying vehicles locations andcontainers which use e-seals. The use of RFID e-seal in seaport container terminal isgrowing notably. For the terminal operators the activities more influenced by thistechnology is the access control and the yard management.
Intangible benefits which are easily observed but difficult to quantify. Some relevantintangible benefits are the automatic identification of the containers less human errorscontainer visibility and traceability enhanced security the reduction of the illegaltrade and the reduction of the administrative costs.
Good practices of RFID technology application
There are a lot of RFID projects carried out across the container terminal around theworld.
In India RFID e-seal used in transport from exporter hub to custom terminal with apreclearing customs procedure by integrated the logistics and Customs aspects as pergovernment directives.
The application of RFID innovation in the above- mentioned projects resulted in notonly more security and visibility of goods for both private and public operators but alsoin reduced transit time and dwell time at the various checking points. Furthermore itprovided the possibility to exploit the benefits of simplified Customs procedure.
In the future item-level RFID could play a larger role in the Internet of thingsbecause RFID tags could contain sensors capable of transmitting operational location andsituational data that could help improve manufacturing and supply chain operations.Governments should encourage research and analysis on the economic and social impacts ofthe use of RFID in conjunction with other technologies and systems. Because of continuoustechnical innovation and its impact on the economy and society monitoring developmentsand detecting trends early are essential to identify new opportunities to be seized newchallenges to be addressed and to adjust policies. Potential developments of RFID to bemonitored include their combination with sensor-based systems their cross-border use theconvergence of these technologies on the Internet and their potential pervasiveness.
Indian Context and Role of Swiss Military Consumer Goods Ltd
Accordingly seeing to the benefit as above Indian Custom also implemented use of RFIDE-Seal for selfsealing container by exporter and accordingly present market size isapprox. 2400000 to 3600000 unit of RFID E-Seal yearly basis which will increase withthe advent of new regulation for the ease of tracking of the container and its movement.
Seeing to the market size and future business potential one of the associate company ofPromoters started a joint venture with one Chinese Partner (having requisite experience inmaking of RFID E-Seal for Indian Market) to ensure supply for the Indian Market andsuccessfully running a profitable venture for the last 3 years.
As we believe in make in India and always thrive for import substitution accordinglyyour company decided to amend its object clause in the Memorandum of Association and addedthe object of business of RFID technology and E-Seals.
Your company has successfully entered into an agreement with the local manufacturer formaking the E-Seal on behalf of the company and with the dedicated effort able to upgradecapabilities of the local manufacture to a level that the E Seal has been duly approved bythe competent authorities including custom.
Now company fully ready for next leap in the business of supplying RFID E-Seal (to allthe local vendors procuring imported seal) in inorganic manner and ready to commenceoperation.
THREATS & CHALLENGES
The verticals that we flagged require investments in its R&D products and brand.We keep investing organically and inorganically in the above business verticals. At thesame time we're committed to continue to expand our margins. So our view is theseinvestments should not come at the cost of margin. But we should be able to deliver growthas well as margin.
Now moving on from new business verticals let's look at 2020-2021 which was a yearof unprecedented challenges for the entire industry. The global pandemic as we are allaware had 100 million cases 2 million deaths and a complete shutdown across the globeand major job losses in the organized sectors.
We don't think anybody is in a position to give any prediction today in terms ofvisibility of the virus. The news definitely is that in India second wave is worse thanthought off and now flattening of the curve happened with a clear downward trend of virusthe growth on the business verticals could be faster. And we think the faster completionof vaccine would be a key for the future growth. That is positive and we are reasonablyoptimistic that we will continue to see improvement in the company's business activitiesin coming quarters.
This has been an unprecedented year for all us in the world. India has once again comeunder severe pressure with a sharp increase in cases and restricted commercial/ businessactivities owing to the more infectious COVID-19 strains. The start of the vaccinationdrive in the country did initially lead to a momentary recovery however the resurgenceof the virus and incidence of new mutants have brought in renewed market uncertainty andunpredictability. The contraction of commercial / business activity in 2020 of (3.3)percent was unprecedented in living memory in its speed and synchronized nature. Althoughdifficult to pin down precisely IMF estimates suggest that the contraction could havebeen three times as large if not for the extraordinary policy support. The contraction for2020 is 1.1 percentage points smaller than projected in the October 2020 World EconomicOutlook reflecting the higher-than-expected growth outturns in the second half of theyear for most regions after lockdowns were eased and as economies adapted to new ways ofworking.
Moving forward the global economy is projected to grow at 6 percent in 2021moderating to 4.4 percent in 2022. Much remains to be done to beat back the pandemic andavoid divergence in income per capita across economies and persistent increasesininequality within countries.
Future developments will depend on the path of the health crisis including whether thenew COVID-19 strains prove susceptible to vaccines or they prolong the pandemic; theeffectiveness of policy actions to limit persistent economic damage (scarring); theevolution of financial conditions and commodity prices; and the adjustment capacity of theeconomy. The ebb and flow of these drivers and their interaction with country- specificcharacteristics will determine the pace of the recovery and the extent of medium-termscarring across countries.
Source: 'World Economic Outlook IMF
The COVID-19 epidemic had a major impact on overall business and consumer sentimentglobally. The global apparel market shrunk by 22% coming down from US$ 1635 billion in2019 to US$ 1280 billion in 2020. The consumption is expected to reach to pre-Covidlevels over the next couple of years and then retrace its growth path to reach US$ 2007billion by 2025.
The Indian economy was also negatively impacted by the crisis in 2020-21 with thehighly contagious corona virus (COVID-19) spreading across the country. In response to thepandemic the government took several proactive preventive and mitigating measuresstarting with progressive tightening of international travel issue of advisories for themembers of the public setting up quarantine facilities contact tracing of personsinfected by the virus and various social distancing measures. The government imposed astrict 21 days nationwide lockdown from March 25 2020 under the Disaster Management Act2005 with subsequent extensions and relaxations to contain the spread of COVID-19 whileramping up the health infrastructure in the country. The lockdown measures imposed tocontain the spread of Covid-19 pandemic in India ubiquitously affected employmentbusiness trade manufacturing and services activities. The real Gross Domestic Product(GDP) growth is projected to contract by 7.7 percent in 2020-21 as compared to a growth of4.2 percent in 2019-20. GDP growth however is expected to rebound strongly in 2021- 22owing to the reform measures undertaken by the Government.
INDUSTRY STRUCTURE AND DEVELOPMENT
Our business verticals under lifestyle category be it innerwear appliances andconsumer electronics industry is expected to see acceleration in growth on account ofsurging rural consumption increasing penetration of retail growing middle classincreasing number of nuclear families a wide choice of brands and products at variousprice points. Feature-rich products offering ease of use and improved aesthetics willdrive premiumisation in this segment.
The appliance business has doubled in the last three years and your Company willcontinue to build on this momentum by strengthening its core categories and developingfull range of kitchen appliances. The focus would remain on offering premium features andsmart technology at affordable pricing.
The Indian innerwear market is currently estimated at Rs. 32000 crore accounting for9% of the total domestic fashion retail market. Most Indian brands are largely in themid-to-economy segment catering to the masses. There are more than 1 lakh MBOs(multi-brand outlets) across India which account for over 60% of the total sales ofundergarments while the rest take place through modern trade formats like malls or onlineportals.
The premium and mid-price segments are expected to witness a higher growth rate withinthis market. In these segments the consumer seeks higher fashion orientation and highercomfort as well as a strong brand name. The younger consumers in the metros engage withbrands primarily within the mid-price and premium segment and these are the targetconsumers for its international as well as domestic line of product range under thiscategory.
Your directors do not recommend any dividend for the Financial Year ended 31stMarch 2021.
SHARE CAPITAL Authorised Share Capital:
The Authorized share capital of your Company as on March 31 2021 stood atRs.585000000 (Rupees Fifty Eight Crores Fifty Lacs Only) divided into 262500000(Twenty Six Crore Twenty Five Lacs only) Equity Shares of Rs.2/- (Rupees Two only) eachand 600000 (Six Lacs only) Preference Shares of Rs. 100/- (Rupees Hundred only) each.
Issued Subscribed and Paid-up Share Capital:
During the year under review there was no change in the Company's issued subscribedand paid-up share capital. As on March 31 2021 the issued subscribed and paid-up sharecapital of the Company was Rs. 98296996/- (Rupees Nine Crore Eighty Two Lacs Ninety SixThousand Nine Hundred Ninety Six Only) divided into 49148498 (Four Crore Ninety One LacForty Eight Thousand Four Hundred and Ninety Eight) equity shares of Rs.2/- (Rupee TwoOnly) each.
Your Company has not invited or accepted any deposits within the meaning of Sections 73and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014(includingany statutory modification(s) or re-enactment(s) thereof forthe time being inforce) from public during the year under review. Therefore no amount of principal orinterest was outstanding as on the balance sheet closure date.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Directors state that applicable Secretarial Standardsissued by the Institute of Company Secretaries of India ("ICSI") i.e.Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2")relating to 'Meetings of the Board of Directors' and 'General Meetings' respectivelyhave been duly complied by the Company.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
Your Company does not have any subsidiary joint venture or associate company duringthe Financial Year under review.
CHANGE OF NAME
During the year under review the name of the Company has been changed from NetworkLimited to Swiss Military Consumer Goods Limited.
Pursuant to the Open Offer made by Anushi Retail LLP ("Acquirer") togetherwith Mr. Anuj Sawhney Mrs. Ashita Sawhney and Swiss Military Lifestyle Products PrivateLimited as persons acting in concert with the Acquirer ("PACs") to the publicshareholders of the Company during the year in accordance with the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 the Acquirer and PACs have acquired 15362262 equity shares of the Companyrepresenting 31.26% of fully diluted voting share capital thereby increasing acquirer'sshareholding in the Company from 24.39% to 55.65%. The complete details can be accessed atwww.swissmilitaryshop.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Avinash Chander Sharma and Mr. Vijay Kalra ceased tobe the Directors of the Company. The Board of Directors places on record its appreciationof their valuable support and guidance to the Board during their tenure. Mr. Vijay Kalrahas been appointed as Chief Financial Officer of the Company w.e.f 27thJanuary 2021.
Mr. Anuj Sawhney director of the company retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment. The Board recommendstheir reappointment at the ensuing Annual General Meeting of the Company.
Mr. Chirag Gupta appointed by the Board as additional (Independent) Director of thecompany at their meeting held on 27th January 2021. The regularization ofadditional director will be conducted at the ensuing Annual General Meeting of the Companyby the shareholders.
Brief resumes of the Directors who are proposed to be regularization/ appointed at theforthcoming Annual General meeting as required as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 is provided in the noticeconvening the Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of Independence as prescribed underSection 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of ListingRegulations. The Independent Directors have also confirmed that they have complied withthe Compan/ s Code of Conduct for Independent Directors prescribed in Schedule IV of theAct.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR
With regard to integrity expertise and experience (including the proficiency) of theIndependent Directors appointed/re-appointed during the Financial Year 2020- 21 the Boardof Directors have taken on record the declarations and confirmations submitted by theIndependent Directors and is of the opinion that all the Independent Directors are personsof integrity and possess relevant expertise and experience and their continued associationas Directors will be of immense benefit and in the best interest of the Company.
RATIO OF REMUNERATION
Details of the remuneration of each director to the median remuneration of theemployees of the Company and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable as none of the Directors or Key Managerial Personnel has drawn any remunerationduring the financial year 2020-21.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2020-21 07 (Seven) meetings of the Board of Directors wereheld on May 19 2020 June 15 2020 August 05 2020 September 23 2020 October 262020 November 10 2020 and January 27 2021. The intervening period between the BoardMeetings was well within prescribed by the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
In terms of the provisions of the Act read with Rules issued thereunder and ListingRegulations the Board of Directors in consultation with Nomination and RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual directorsfor the Financial Year 2020-21. The Board Evaluation process was carried out to ensurethat the Board and various Committees of the Board have appropriate composition and theyhave been functioning collectively to achieve the business goals of the Company. Directorswere evaluated on their contribution at Board/ Committee meetings and guidance &support to the management outside Board /Committee meetings and other parameters asspecified by the Nomination and Remuneration Committee of the Company. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees.
The process of evaluation is explained in the Corporate Governance Report.
COMMITTES OF BOARD
Currently the Board has three committees: the audit committee stakeholders' grievancecommittee and nomination and remuneration committee. The details of the committee's alongwith the meetings held during the year are covered in corporate governance report.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134 (5) OF THE COMPANY ACT 2013
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
a. that in the preparation of the Annual Accounts the applicable accounting standardshave been followed;
b. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312021 andof Profit and Loss Account of the Company for that period;
c. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the Directors have prepared the Annual Accounts for the Financial Year endedMarch 31 2021 on a going concern basis;
e. that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS & AUDITORS OBSERVATIONS Statutory Auditors
M/s. B.K Sood & Co. Chartered Accountants (Firm Registration No. 000948N) theStatutory Auditors of the Company were appointed by the members at the 28thAnnual General Meeting of the Company for a term of initial term of 5 years i.e. from theconclusion of 28th Annual General Meeting till the conclusion of the 33rd AnnualGeneral Meeting of the Company pursuant to section 139 of the Companies Act 2013. Theyhave confirmed that they are not disqualified from continuing as Auditors of the Company.
The Board has duly examined the Statutory Auditors' Report to the accounts which isself-explanatory. The Report given by M/s. B.K Sood & Co. Chartered Accountants (FirmRegistration No. 000948N) Statutory Auditors on the financial statement of the Companyfor the year 2020-21 is part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report.
Mr. Vikash Kumar Singh of V. K. Singh & Co. Practicing Company Secretary wasappointed to conduct the secretarial audit of the Company for the financial year 2020-21as required under Section 204 of the Companies Act 2013 and Rules made thereunder.TheSecretarial Audit Report for the Financial Year ended March 31 2021 does not contain anyqualification reservation or adverse remarks. The Secretarial Audit Report for theFinancial Year 2020-21 is annexed as Annexure-A which forms part of this report.
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 the annual return as on March 312021 will be available on the website of the Company at the link https: / /swissmilitaryshop.com / investor-relation/
RELATED PARTY TRANSACTIONS
During the year ended March 31 2021 there were no materially significant relatedparty transactions which had potential conflict with the interests of the Company atlarge. The transactions were in the ordinary course of thebusiness on the arm's lengthbasis and were undertaken in compliance with the applicable provisions of the Act and theListing Regulations. Further the name of related parties and details of transactions hasbeen disclosed in the financial statements of the Company.
In terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company haveadopted a policy to determine Related Party Transactions which is available on the websiteof the Company at the link https: / / swissmilitaryshop.com/wp-content/uploads/2021 /04/Related-party-transaction-policy.pdf
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not granted any loans secured or unsecured guarantee to companiesfirm or other parties covered under section 186. Particulars of Investments has beendisclosed in financial statement of the Company.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
Section 134(5)(e) of the Act explains Internal Financial Controls as the policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection offrauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Itrequires Directors Responsibility Statement to state that the Directors had laid downInternal Financial Controls and the same were adequate and operating effectively.
Your Company has in place adequate Internal Financial Controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.Such controls have been assessed during the year under review taking into considerationthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by The Institute of CharteredAccountants of India. The Company has in place well defined and adequate InternalFinancial Control framework which is evaluated in-house for necessary improvementwherever required. Based on the results of such assessments no reportable materialweakness or significant deficiencies in the design or operation of Internal FinancialControls was observed.
The Director & Manager and CFO Certificate included in the Corporate GovernanceReport confirms the existence ofeffective internal control systems and procedures in theCompany. The Audit Committee reviews the effectiveness of the Internal Financial Controlframework in the Company.
PARTICULARS OF EMPLOYEES
During the year under review none of employees are covered under the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy technology absorption foreign exchange earningsand outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014:
a. Conservation of Energy
Your Company continually takes steps to absorb and adopt the latest technologies andinnovations. These initiatives should enable the facilities to become more efficient andproductive as thecompany expands thus helping to conserve energy.
Our commitment to reduce energy consumption is achieved through installation of energyefficient fixtures and power factor optimization initiatives among others. This resultedin consumption of lesser energy.
b. Technology Absorption
The Company has always been aware of the latest technological developments and adaptedthem to make products more cost effective and to attain high levels of quality
The nature of activities of the Company does not warrant any exclusive R&Ddepartment.
c. Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo has been disclosed in note no. 24 ofthe financial statements of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year no significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
VIGIL MACHANISM/WHISTLE BLOWER POLICY
Your Company as required under Section 177 (9) of the Act and Regulation 22 of theListing Regulations has established Vigil Mechanism/ Whistle Blower Policy for Directorsand the employees of the Company.
This Policy has been established with a view to provide a tool to Directors andemployees of the Company to report to the management on the genuine concerns includingunethical behavior actual or suspected fraud or violation of the Code or the Policy. ThisPolicy outlines the procedures for reporting handling investigating and deciding on thecourse of action to be taken in case inappropriate conductis noticed or suspected. ThisPolicy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases.
The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policyin the Company. At the beginning of the year one complaint was pending which was dulyresolved during the year the Company has not received any complaint during the year. YourCompany hereby affirms that no person of the Company has been denied access to the AuditCommittee.
CODE OF CONDUCT
The Company has a well defined policy which lays down procedures to be followed by theemployees for ethical professional conduct. The code of conduct has been laid down for allthe Board Members and Senior Management of the Company. The Board members and
Senior Management personnel have affirmed compliance with the Company's code of conductfor the year 2020-21. This code has been displayed on the Company's website.
HUMAN RESOURCE AND INDUSTRY RELATIONS
The Company recognizes the importance and contribution of its human resources for itsgrowth and development and is committed to the development of its people.
The Company has cordial relations with employees and staff. There are no industryrelation problems during the year and company does not anticipate any material problems onthis count in the current year.
Corporate Governance is an ethically driven business process that is committed to valueaimed at enhancing an organization's brand and reputation. This is ensured by ethicalbusiness decisions and conduction business with a firm commitment to value while meetingstakeholders' expectations. At Swiss Military Consumer Goods Limited it is imperativethat our company affairs are managed in a fair and transparent manner. This is vital togain and retain the trust of our stakeholders.
In terms of the listing agreement with Stock Exchange we comply with the corporategovernance provisions. As a listed company necessary measures have been taken to complywith the listing agreements with the stock exchange. Several aspects of the Act such asvigil mechanism and code of conduct have been incorporated into our policies.
The annexed report on Corporate Governance along with a certificate of compliance fromthe practicing Company Secretary forms part of this report.
Your directors acknowledge the support of the shareholders and also wish to place onrecord their appreciation of employees for their commendable efforts teamwork andprofessionalism. The Directors also express their grateful thanks to the Banks GovernmentAuthorities Customers Suppliers Employees and other Business Associates for theircontinued cooperation and patronage.
| ||For and on behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
|Date: 31.07.2021 ||Anuj Sawhney ||Umong Sethi |
|Place: New Delhi ||Director & Manager ||Director |