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Sword & Shield Pharma Ltd.

BSE: 531637 Sector: Health care
NSE: N.A. ISIN Code: INE722B01019
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NSE 05:30 | 01 Jan Sword & Shield Pharma Ltd
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VOLUME 100
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Sword & Shield Pharma Ltd. (SWORDSHIELD) - Director Report

Company director report

Board's Report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company" or "SSPL") along with the audited financialstatements for the financial year ended March 31 2017.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Amount in INR)

Particulars 2017 2016
Revenue from Operations 885768.00 380.90
Other Income 17894.00 0.00
Profit / (Loss) before Depreciation Finance (2446008.95) (1260394.94)
Costs Exceptional items and Taxation
Less: Depreciation and Amortisation expense 0.00 1352053.00
Profit / (Loss) before Finance Costs Exceptional items and Taxation (2446008.95) (2612447.94)
Less: Finance Costs 661.00 65970.94
Profit / (Loss) before Exceptional items and (2446669.95) (2678418.88)
Taxation
Add: Exceptional items 0.00 0.00
Profit before Taxation (2453122.95) (2978429.88)
Less: Tax Expense 0.00 0.00
Discontinuing Operations
Profit / (Loss) from discontinuing operations (before tax) 0.00 5262783.00
Profit / (Loss) for the year (2453122.95) 2284353.12
Earnings Per Share (EPS)
Basic (0.48) 0.44
Diluted (0.48) 0.44

2. STATE OF COMPANY'S AFFAIRS

The Company was engaged in the business of Manufacturing and Trading of Pharmaceuticaland other allied Pharmaceutical Products which was closed down in the year 2015-16 byselling of the its Manufacturing Unit i.e. Factory Land and Building through Slump Saleand therefore the Company does not possess any Fixed Assets as on date. Currently theCompany is working for the marketing of the Pharmaceutical and other allied PharmaceuticalProducts on Commission basis.

During the Fiscal Year 2016-17 the Company had earned an Income of INR 8.85 Lakh whichincreased by 232546.07% as compared to the Income of Previous Year of INR 380.90. TheCompany has incurred losses during the year of around INR 24.53 Lakh majorly due topayment of ReInstatement fees to BSE Ltd. for Revocation of Suspension of the Securitiesof the Company as compared to the Profits during the Previous Year of INR 22.84 Lakh.

The Management is taking every possible step to stream line its operations and to putthe Company on growth.

The Company had made an application to the BSE Ltd. for the Revocation of Suspensionfor trading of its Securities (Equity Shares) from the Exchange to which the Exchange videNotice No. 20170104-19 dated January 4 2017 had approved the application of Revocation ofSuspension in trading of Securities of the Company w.e.f. January 12 2017.

3. DIVIDEND

Based on Company's performance the Directors are unable to recommend dividend due toheavy losses occurred to the Company.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

i. After the Fiscal Year 2016-17 i.e. during the Fiscal Year 2017-18 the Company hasin their meeting of Board of Directors dated Wednesday April 27 2017 had proposed forthe Amalgamation of the Company with Praveg Communications Limited (CIN:U74300GJ2005PLC045833) a public unlisted Company incorporated under the provisions of theCompanies Act 1956 having its Registered Office in the State of Gujarat (Ahmedabad) a"HIGH" Credit Worthiness Company rated by CRISIL (formerly CreditRating Information

Services of India Limited) which is a global analytical company providing ratingsresearch and risk and policy advisory services and subsequently the Company called ameeting of Board of Directors on Wednesday May 3 2017 to approve the Scheme ofArrangement in the nature of Amalgamation of both the Companies and other Scheme relateddocuments and thereafter the Company has made an application to the BSE Ltd. for theAmalgamation of both the Companies for their No Objection / Approval and the same isawaited.

ii. There were 977366 Equity Shares of INR 10/- each partly paid up in the Company. TheCompany in its Board Meeting held on Thursday July 6 2017 approved the draft notice formaking calls on shareholders in respect of money unpaid on their shares and theShareholders who were holding Partly Paid Up Shares paid their unpaid money with respectto their Shareholding and the said shares were converted into Fully Paid Up Shares.

The Existing Share Capital of the Company stands as below:

Particulars After the Call was made As at March 31 2017
Authorised Share Capital 6000000 Equity Shares of INR 10/- each 60000000.00 60000000.00
Issued Share Capital 5150600 Equity Shares of INR 10/- each 51506000.00 51506000.00
Subscribed and fully Paid Up Capital 51506000.00 41732340.00
5150600 Equity Shares of INR
10/- each
(4173234 Equity Shares of
INR 10/- each fully paid up)
Subscribed and Partly Paid - 4886830.00
Up Capital
(977366 Equity Shares of
Rs.10/- each partly paid up)
Total 51506000.00 46619170.00

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the Financial Yearended March 31 2017.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WEREAPPOINTED OR HAVE RESIGNED DURING THE YEAR

a. Directors

In terms of the Articles of Association of the Company Mr. Pravinbhai Patel (DIN:01877446) Managing Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. Your Directorsrecommend the proposed reappointment.

The details of the Director being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing Annual General Meeting of the Company.

Further the Company has received necessary declaration from the Independent Directorsof the Company under Section 149(6) of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 stating that they meetthe criteria of independence as provided therein.

b. Key Managerial Personnel

Ms. Prachi Shah Company Secretary and Compliance Officer of the Company resigned fromthe office w.e.f. October 14 2016 and the Board has placed on record its sincere and deepappreciation of the invaluable contribution made by Ms. Prachi Shah to the Company as theCompany Secretary and Compliance Officer of the Company.

The Board upon the recommendations of the Nomination and Remuneration Committee at itsMeeting held on Monday November 14 20146 had appointed Mr. Darshil Hiranandani aQualified Company Secretary as the Company Secretary and Compliance Officer of the Companyw.e.f. November 14 2016.

The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

a) Mr. Pravinbhai Patel Managing Director
b) Mr. Darshil Hiranandani Company Secretary and Compliance Officer

7. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details as required under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no such employee in the Company employed throughout thefinancial year with salary above INR 102 Lakh Per Annum or employed part of the financialyear with average salary above INR 8.5 Lakh Per Month.

Further there is no employee employed throughout the Financial year or part thereofwas in receipt of remuneration of in aggregate is in excess of that drawn by the ManagingDirector or Whole time Director or Manager and holds by himself or along with his spouseand dependent children not less than Two Percent (2%) of the Equity Shares of theCompany.

8. INFORMATION OF BOARD OF DIRECTORS AND ITS MEETINGS a. Composition and Category ofDirectors on date of this report is:

Name of the Director / Key Managerial Personnel
No. of other Directorships* No. of Committee Membership / Chairmanship in other Companies No. of Board Meetings attended during 2016-17 Attendance at the AGM held on September 30 2016

Whole-Time Directors

Mr. Pravinbhai Patel Nil Nil 6 Yes
Chairman and
Managing Director
DIN: 01877446
Mrs. Jyotnsaben Patel Nil Nil 6 Yes
Executive Woman
Director
DIN: 01877469
Independent Directors
Mr. Jayeshkumar 2 Nil 4 Yes
Patel
Independent Director
DIN: 00473443
Mr. Dilipkumar Patel 1 Nil 4 Yes
Independent Director
DIN: 00473816

 

Mr. Paresh Patel 1 Nil 4 Yes
Independent Director
DIN: 02352677
Mr. Kanjibhai 1 Nil 4 Yes
Chaudhary
Independent Director
DIN: 00505694
Key Managerial Personnel
Ms. Prachi Shah# Company Secretary and Compliance Officer Nil Nil 3 Yes
PAN: DQFPS5485H
Mr. Darshil Hiranandani^ Company Secretary and Compliance Nil Nil 2 NA
Officer
PAN: AMAPH5756L

* Excluding Directorship held in the Company

# Resigned from the post of Company Secretary and Compliance Officer w.e.f. October 142016 ^ Appointed as the Company Secretary and Compliance Officer w.e.f. November 14 2016.

We believe that our Board needs to have an appropriate mix of Executive and IndependentDirectors to maintain its independence and separate its functions of governance andmanagement. Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') mandate that for a Companywith an Executive Chairman at-least half of the Board should be Independent Directors.The Board of Directors of the Company consists of Six (6) Directors as on March 31 2017one (1) of whom is Managing Director one (1) is Executive Director and Four (4) areNon-Executive Independent Directors which constitutes 66% of the Board's strength –more than the requirements of the Companies Act 2013 and the Listing Regulations.Further Mrs. Jyotsnaben P. Patel an Executive Director of the Company is designated asWoman Director for the Company in terms of second proviso to the Section 149 (1) of theCompanies Act 2013.The Composition of Board fulfills the regulatory requirements.

b. Number of Meetings of the Board of Directors:

Regular meetings of the Board are held at least once in a quarter to review theQuarterly Results and other items on the agenda and also on the occasion of AnnualGeneral Meeting (AGM). Additional Board meetings are convened to discuss and decide onvarious business policies strategies and other businesses. The Company Secretary draftsthe Agenda for each meeting along with explanatory notes in consultation with theManaging Director and distributes these in advance to the Directors. Every Board Membercan suggest the inclusion of additional items in the agenda.

During the Financial Year 2016-2017 the Board of Directors of the Company met 6 (Six)times on 30-May-16 13-Aug-16 14-Oct-16 2-Sep-16 14-Nov-16 and 4-Feb-17. The gapbetween two consecutive meetings was not more than one hundred and twenty days as providedin section 173 of the Act. The attendance details of the Board Meeting are following:

Board Meeting Number

Name of the Director 1 2 3 4 5 6 Held during the tenure Attended % of attendance
Mr. Pravinbhai Patel 6 6 100.00
Mrs. Jyotsnaben Patel 6 6 100.00
Mr. Jayeshkumar 6 4 66.67
Patel
Mr. Dilipkumar Patel 6 4 66.67
Mr. Paresh Patel 6 4 66.67
Mr. Kanjibhai 6 4 66.67
Chaudhary

Attended Absent

c. Meeting of Independent Directors:

Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meeting ofthe Independent Directors of the Company was held on November 14 2016 without thepresence of non-independent directors and members of the management to review theperformance of non-independent directors and the Board as a whole the performance of theChairperson of the company and also to assess the quality quantity and timeliness of flowof information between the company management and the Board.

9. INFORMATION OF COMMITTEE AND ITS MEETINGS

Currently the Board has three (3) Committees:

i. Audit Committee; ii. Nomination and Remuneration Committee and iii. Stakeholders'Grievances and Relationship Committee

Name of the Director Audit Committee Nomination and Remuneration Committee Stakeholders' Grievances and Relationship Committee
1. Mr. Pravinbhai Patel
2. Mrs. Jyotsnaben Patel
3. Mr. Jayeshkumar Patel
4. Mr. Dilipkumar Patel
5. Mr. Paresh Patel
6. Mr. Kanjibhai Chaudhary
Chairman
Member

i. Audit Committee

Our Audit Committee comprised of 3 Directors as on March 31 2017:

a) Kanjibhai Chaudhary - Chairman b) Jayeshkumar Patel - Member c) Pravinbhai Patel -Member

There was a change in the Composition in the of the Committee during the Financial Year2016-17 Mr. Kanjibhai Chaudhary replaced Mr. Paresh Patel as the Chairman of the AuditCommittee w.e.f. Saturday February 4 2017.

Mr. Darshil Hiranandani Company Secretary and Compliance Officer acts as the Secretaryto the Audit Committee.

Audit Committee Meetings and Attendance:

The Audit Committee Meeting was held 5 (Five) times during the year ended March 312017. These were held on 30-May-16 13-Aug-16 2-Sep-16 14-Nov-16 and 4-Feb-17. Theattendance details of the Audit Committee meeting are following:

Committee Meeting Number

Held during the tenure % of
Name of the Director 1 2 3 4 5 Attended attendance
Mr. Kanjibhai Nil Nil 0.00
Chaudhary*
Mr. Jayeshkumar Patel 5 5 100.00
Mr. Pravinbhai Patel 5 4 80.00
Mr. Paresh Patel# 5 5 100.00

* Appointed as the Chairman of the Committee w.e.f. February 4 2017; # Removed as theChairman of the Committee w.e.f. February 4 2017; Attended Not Applicable Absent

ii. Nomination and Remuneration Committee

Our Nomination and Remuneration Committee comprised of 3 Directors as on March 312017:

a) Jayeshkumar Patel - Chairman b) Dilipkumar Patel - Member c) Kanjibhai Chaudhary -Member

There was no constitution in the Nomination and Remuneration Committee during the year2016-17.

Mr. Darshil Hiranandani Company Secretary and Compliance Officer acts as the Secretaryto the Nomination and Remuneration Committee.

Nomination and Remuneration Committee Meetings and Attendance:

The Nomination and Remuneration Committee Meeting was held 4 (Four) times during theyear ended March 31 2017. These were held on 13-Aug-16 2-Sep-16 14-Nov-16 and 4-Feb-17.The attendance details of the Nomination and RemunerationCommittee meeting are following:

Name of the Director

Committee Meeting Number

Held during the tenure Attende d % of attendance
1 2 3 4
Mr. Dilipkumar Patel 4 4 100.00
Mr. Jayeshkumar Patel 4 4 100.00
Mr. Kanjibhai 4 4 100.00
Chaudhary

Attended

iii. Stakeholders' Grievances and Relationship Committee

Our Stakeholders' Grievances and Relationship Committee comprised of 3 Directors as onMarch 31 2017: a) Jayeshkumar Patel - Chairman b) Dilipkumar Patel - Member c) KanjibhaiChaudhary - Member

There was no constitution in Stakeholders' Grievances and Relationship Committee duringthe year 2016-17.

Mr. Darshil Hiranandani Company Secretary and Compliance Officer acts as the Secretaryto the Stakeholders' Grievances and Relationship Committee.

Stakeholders' Grievances and Relationship Committee Meetings and Attendance:

The Stakeholders' Grievances and Relationship Committee Meeting was held 4 (Four)during the year ended March 31 2017. These were held on 30-May-16 13-Aug-16 14-Nov-16and 4-Feb-17. The attendance details of the Stakeholders' Grievances and RelationshipCommittee meeting are following:

Committee Meeting

Held during the tenure Attended % of attendance
Name of the Director

Number

1 2 3 4
Mr. Jayeshkumar Patel 4 4 100.00
Mr. Dilipkumar Patel 4 4 100.00
Mr. Kanjibhai 4 4 100.00
Chaudhary
Attended

The details of Complaints during the fiscal ended on March 31 2017 are as follows:

Number of Complaints Pending before the Fiscal Year 2016-17 Number of Complaints received during the Fiscal Year 2016-17 Number of Complaints Resolved during the Fiscal Year 2016-17 Number of Complaints pending at the end of the Fiscal March 31 2017
One (1) One (1) Two (2) Nil (0)

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors to the best oftheir knowledge hereby state and confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the Financial Year and of the profit/ (loss) of the company for that period; c) the directors had prepared the annual accountson a going concern basis; d) the internal financial controls to be followed by the Companywere laid down and such internal financial controls were adequate and were operatingeffectively; and e) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

11. NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY

MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are – CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (Other than Managing /Whole-time Directors) Key-Executives and Senior Management and the Remuneration of OtherEmployees.

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isavailable at the website of the Company viz. www.swordnshieldpharma.com.

12. FORMAL ANNUAL EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation asan important step for a Board to transit to a higher level of performance the Nominationand Remuneration Committee has laid down a comprehensive framework for carrying out theevaluations prescribed in the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The framework was developed to give all Boardmembers an opportunity to evaluate and discuss the Board's performance openly frommultiple perspectives and enhance governance practices within the Board. The frameworkdescribes the evaluation coverage and the process thereof.

Performance Evaluation of the Board and Committees:

In respect of the Financial Year ended March 31 2017 the Board conducted itsself-evaluation that of its Committees and all of its individual Members. Some of theparameters which were taken into account while conducting Board evaluation were: BoardComposition in terms of its size diversity; Board processes in terms of communication;Disclosure of information.

The evaluation of each of the Board Committees were done on parameters such as whetherkey items discussed in the Committee are suitably highlighted to the Board whetherCommittee effectively performs support functions to the Board in fulfilling itsresponsibilities etc.

Performance Evaluation of Non-Independent Directors:

The performance evaluation of the Chairman and the Non-Independent Directors werecarried out by the Independent Directors considering aspects such as Effectiveness asChairman in developing and articulating the strategic vision of the Company;Demonstration of ethical leadership displaying and promoting throughout the Company abehavior consistent with the culture and values of the organisation; Contribution todiscussion and debate through thoughtful and clearly stated observations and opinions;Creation of a performance culture that drives value creation without exposing the Companyto excessive risk.

Performance Evaluation of Independent Directors:

The performance evaluation of the Independent Directors was carried out by the entireBoard other than the Independent Director concerned taking into account parameters suchas – refrain from any action that may lead to loss of independence; refrain fromdisclosing confidential information including commercial secrets technologiesunpublished price sensitive information sales promotions plans etc. support to CMD andexecutive directors in instilling appropriate culture values and behaviour in theboardroom and beyond well informed about the Company and the external environment inwhich it operates moderate and arbitrate in the interest of the Company as a whole insituations of conflict between management and shareholders' interest etc.

Evaluation Outcome:

It was assessed that the Board as a whole together with each of its Committees wasworking effectively in performance of its key functions – Providing strategicguidance to the Company reviewing and guiding business plans and major plans of actionensuring effective monitoring of the management and overseeing risk management function.

The Board is kept well informed at all times through regular communication and meetsonce per quarter and more often during times of rapid growth or if Company needs meritadditional oversight and guidance. Comprehensive agendas are sent to all the Board Memberswell in advance to help them prepare and keep the meetings productive.

The performance of the Chairman was evaluated satisfactory in the effective andefficient discharge of his role and responsibilities for the day to day management of thebusiness in line with the strategy and long term objectives.

The Executive Directors and Non-executive Directors provided entrepreneurial leadershipof the Company within a framework of prudent and effective controls with a balanced focuson policy formulation and development of operational procedures.

It was acknowledged that the management afforded sufficient insight to the Board inkeeping it up-to-date with key business developments which was essential for each of theindividual Directors to maintain and enhance their effectiveness.

13. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 forms part of the Board'sReport and is annexed herewith as ANNEXURE – I.

14. AUDITORS

i. Statutory Auditors:

In terms of the transitional provisions applicable to Statutory Auditors under theCompanies Act 2013 B. K. Patel & Co. Chartered Accountants (Firm Registration No.112647W) Ahmedabad were appointed as the statutory auditors of the Company for a periodof 5 (five) years in the 20th Annual General Meeting (AGM) of the Company held onSeptember 30 2015.

Further as per provisions of Section 139(1) of the Act the appointment of B. K. Patel& Co. Chartered Accountants (Firm Registration No. 112647W) Ahmedabad is subject toratification by Members at every AGM. The certificate of eligibility under applicableprovisions of the Companies Act 2013 and corresponding Rules framed thereunder wasfurnished by them towards appointment of a 5 (Five) year term.

As required by the provisions of the Companies Act 2013 their appointment should beratified by members each year at the AGM. B. K. Patel & Co. Chartered Accountants(Firm Registration No. 112647W) Ahmedabad has confirmed that ratification of theirappointment if made at the ensuing AGM shall be in accordance with the conditionsspecified in the Act. Accordingly requisite resolution forms part of the Notice conveningthe Annual General Meeting.

Statutory Auditors' Report

The observations of Statutory Auditors in their reports are self-explanatory andtherefore do not call for any further comments.

ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Anand Lavingia Practicing Company SecretaryAhmedabad was appointed as the Secretarial Auditors of the Company to carry out thesecretarial audit for the year ending March 31 2017.

Secretarial Audit Report

The Company has appointed Mr. Anand Lavingia – Practicing Company SecretaryAhmedabad as the Secretarial Auditor of the Company for the Financial Year 2016-2017 intheir Meeting of Board of Directors held on May 30 2017 and his report is annexed withthis Report as ANNEXURE – 2.

His report contains the following qualifications:

1. The Company has not appointed Chief Financial Officer under section 203 ofthe Companies Act 2013 and

2. Delay Submission of Outcome of Meetings of the Board of Directors withregards to quarterly financial results of the company quarter ended on March 31 2016 andquarter ended on June 30 2016.

The management replies for the Audit Qualifications are as under:

1. The Company is in search of proper Qualified personnel for the designation of ChiefFinancial Officer and

2. Due to oversight the Outcome of the Board Meeting for the Audited / Un-AuditedFinancial Results for the Quarter and Year ended March 31 2016 and Quarter ended on June30 2016 were not submitted in the time-frame prescribed by the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015however the same was submitted to the Stock Exchange on May 31 2016 and August 23 2016respectively.

The Management assures to comply all the statutory requirements hereinafter andmaintain proper records thereof.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

15. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there are only 1* Woman employee (Mrs.Jyotsnsaben Patel – Executive Woman

Director who is holding the position in the Top Management Level) and therefore therewas no need to constitute an Internal Complaints Committee (ICC).

* Ms. Prachi Shah resigned from the post of Company Secretary and Compliance Officerw.e.f. October 14 2016.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION

186

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.The Company has not granted any Loan provided Guarantee or Securities during the yearunder review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

18. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to mandatorily comply with the provisions ofcertain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and therefore the Company has not provided a separate report onCorporate Governance although few of the information are provided in this report ofDirectors under relevant heading.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

20. LISTING OF SHARES

The equity shares of the Company are listed on the BSE Limited (BSE). The listing feefor the year 2017-18 has already been paid to the credit of the Stock Exchange.

21. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014to the extent the transactions took place on those items during the year.

Your Directors further state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview: a. Details of Annual Report on Corporate Social Responsibility as Company is notfalling within the criteria as prescribed u/s 135 of the Companies Act 2013; b. Issue ofEquity Shares with differential rights as to dividend voting or otherwise; c. Issue ofshares (including sweat equity shares) to employees of the Company under any scheme saveand ESOS; d. Details of Contracts and arrangement with the related parties; e. Nosignificant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future

22. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered Office

55 World Business House Near Parimal Garden Ambawadi Ahmedabad – 380 006.

For and on behalf of the Board

For SWORD AND SHIELD PHARMA LIMITED

PRAVINBHAI PATEL JYOTSNABEN PATEL MANAGING DIRECTOR DIRECTOR DIN: 01877446 DIN:01877469

Place : Pennsylvania Date : August 14 2017