Sword-Edge Commercials Ltd.
|BSE: 512359||Sector: Others|
|NSE: N.A.||ISIN Code: INE093G01022|
|BSE 00:00 | 21 Oct||0.57||
|NSE 05:30 | 01 Jan||Sword-Edge Commercials Ltd|
Sword-Edge Commercials Ltd. (SWORDEDGECOMM) - Director Report
Company director report
Your Directors here by present the 35th Annual Report together with theAudited statements of Accounts for the financial year ended on 31st March 2020.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATEOF THE COMPANY'S AFFAIR:
The Company does not have any significant business activity and notcarried out any business during the year under review.
Considering the loss incurred in the current financial year andaccumulated losses your Directors have not recommended any dividend for the financialyear under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the periodunder review.
The issued subscribed and paid up capital of the Company is Rs.108600000/- divided into 18600000 equity shares of Rs 10/- each. There has been no changein the share capital of the Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies &joint ventures.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:
No material changes and commitments affecting the financial position ofthe company have occurred between the end of financial year to which the financialstatements relate and the date of the Directors' Report.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantee or Investments made by your Company underSection 186 of the Companies Act 2013 during the financial year 2019-20 is enclosed as anAnnexure to this Board's Report. During the year under review the company has notprovided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALSIMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge the company has not received any suchorders passed by the regulators courts or tribunals during the year which may impact thegoing concern status or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act 2013 Mr.Joy Jeet Roy (DIN-08337040) shall retire by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment as the Director of the Company.
Mr. PRITESH PATEL Ms. RUTA VAGHASIYA and Ms. JYOTI KHETAL wereappointed as an additional director of the company with effect from 10.01.2020 10.01.2020and 09.03.2020 respectively and hereby appointed an Independent Director of the Company tohold office for five consecutive years up to the conclusion of the Annual General Meetingto be held in the calendar year 2025.
Mr. HEMENDRA SHARMA Mr. AYUB MOHD and Mr. KIRAN SHARMA were resignedas on 28.01.2020 09.03.2020 and 10.01.2020 respectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each IndependentDirector under Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during theFinancial Year 2019-20 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders'Relationship Committee
The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Schedule IV clause VIII of theCompanies Act 2013 the Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Appointment& Remuneration Committees. The performance evaluations of Independent Directors werealso carried out and the same was noted. Independent Directors in their meeting decided tobring more transparency in their performance and bring more responsibility while takingany policy decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.Hence the information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial year is not given.
AUDITORS AND AUDITORS' REPORT:
M/s. Goenka Mehta and Associates Chartered Accountants Mumbai (FirmReg. No. 129445W) Statutory Auditors of the Company to hold office from the conclusionthis AGM until the conclusion of the AGM to be held in the year of 2023 for period of 3years at such remuneration and out of pocket expenses as may be decided by the Board ofDirectors of the Company on the recommendation of the Audit Committee.
The observations made by the Auditors' in their Auditors'Report and the Notes on Accounts referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. K. H. & Associates Company Secretaries in practice toundertake the Secretarial Audit of the Company.
The Secretarial Audit report in the prescribed Form No MR-3 is annexedherewith.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was nosystems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of theCompanies Act 2013 (the Act') and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in the prescribed Form No. MGT 9 forming part of this reportis annexed herewith.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION &ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Company has taken adequatesteps to ensure that all mandatory provisions of Corporate Governance as prescribed underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are compliedwith a separate section titled Report on Corporate Governance together with a Certificatefrom the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of thisReport.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate SocialResponsibility initiative under the provisions of Section 135 of the Companies Act 2013read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as thesaid provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not required to be given as there were no employees comingwithin the purview of this section.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: The Company has zero tolerance forsexual harassment at workplace and has adopted a policy against sexual harassment in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The Company has not received anysexual harassment related complaints during the year 2019-20.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. asrequired to be given under Section 134(3)(m) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 are not applicable to Company as our Company hasnot carried out in the manufacturing activities. The foreign exchange earning on accountof the operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c)of sub-section (3) of Section 134 of the Companies Act 2013 shall state that: a) In thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were 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 or loss of the Company for that period;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
e) Directors have prepared the accounts on a "going concernbasis".
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHERDISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 ofCompanies (Appointment & Remuneration) Rules 2014 every Listed Company mandates todisclose in the Board's Report the ratio of the remuneration of each director to thepermanent employee's remuneration. However since there is no permanent employee inthe Company no disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activitieshence the Business Risk is at the Minimal Level. Hence no major risk factors areenvisaged except for: a. Government Policies b. Human Resource Risk
As the Company does not have any significant business activity therewas no need to have a Vigil Mechanism Policy.
Your Directors would like to express their sincere appreciation for theassistance and co-operation received from the Banks Government Authorities Customersand Shareholders during the year. Your directors also wish to take on record their deepsense of appreciation for the committed services of the employees at all levels which hasmade our Company successful in the business.