DIRECTORS' REPORT To the Members SW Investments Limited The Directors take the privilege of presenting the 35th Annual Report and Audited Accounts for the year ended 31st March 2015 to the members of the Company. DIVIDEND Your Directors are pleased to recommend a final dividend of Rs. 0.50/- per Equity share on 9,00,000 Equity Shares of Rs. 10/- each amounts to Rs. 4,50,000/- (Rupees Four Lakh Fifty Thousand Only) including dividend distribution tax of Rs. 91,611/- out of the profits of the Company for the financial year 2014-15 for the approval of shareholders. TRANSFER TO RESERVES It is not proposed to transfer any amount to reserves out of the profits earned during FY 2014-15. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES The Company does not have any Subsidiary/Joint Venture/Associate Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements of the Company for the financial year ended 31st March, 2015. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL In compliance with provisions of section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement, the Board of Directors of the Company has appointed existing Independent Directors viz. Mr. Hiten Shah and Mr. Mahadevan Kalahasthi as Independent Director each for a consecutive term of 2 years with effect from 22n September, 2014. Mr. Kamalkishor Vyas, Director of the Company retire by rotation and being eligible seeks re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment. On the recommendation of Nomination and Remuneration Committee, Mrs. Vandana Kacholia, was appointed as Company Secretary. Mrs. Vandana Kacholia, Company Secretary of the Company is appointed as Additional Director of the Company in the meeting of Board of Directors held on 26th May, 2015. Mrs. Kacholia holds office of directorship upto the ensuing Annual General Meeting of the Company. Your Director recommends her appointment as Director in the forthcoming AGM of the Company. Declarations by Independent Directors All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings The Board of Directors met 4 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. Nomination and Remuneration Committee A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee. Audit Committee An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee. Corporate Social Responsibility Committee The provisions of section 135 of the Companies Act 2013 are not applicable to the Company, hence, the Company is not required to develop and implement any Corporate Social Responsibility initiatives. Other Board Committees For details of other board committees viz. Stakeholder's Relationship Committee and others, kindly refer to the section on Corporate Governance. Annual Evaluation of Directors, Committee and Board The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and perform. The overall performance of the Board was satisfactory. VIGIL MECHANISM / WHISTLE BLOWER POLICY In compliance with provisions of section 177(9) of the Companies Act, 2013 read with revised clause 49 of the listing agreement, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at www.sw1india.com. RISK MANAGEMENT The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished. PARTICULARS OF REMUNERATION The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013 Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 ("Act"), your Directors confirm that: a. In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, the Board of Directors hereby confirms that: b. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; c. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profits of the Company for the year ended on that date; d. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; e. the annual accounts of the Company have been prepared on a going concern basis; f. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; g. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS AND THEIR REPORTS Statutory Audit In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s MBAH & Co. Chartered Accountants who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for second term of 5 years commencing from ensuing AGM of the Company. They have offered themselves for reappointment and if appointed, the appointment would be within the limits prescribed under section 139 of the Companies Act, 2013. The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer. Secretarial Audit As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 as "Annexure I" for the FY2014-15 forms part to this report. In respect of the observation made the auditor is the report, Directors would like to state that the Company is in process of appointing CFO of the Company. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: Extract of Annual Return: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure II". Conservation of energy, technology absorption and foreign exchange earnings and outgo: As the Company is not a manufacturing company, the Directors have nothing to report under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014. Foreign Exchange Earnings and Outgo are as follows: i) Foreign Exchange Earned: Rs. NIL ii) Foreign Exchange Outflow: Rs. NIL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Service of documents through electronic means All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered with respective depositories or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents. Corporate Governance As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report. ACKNOWLEDGEMENT AND APPRECIAITON Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Company. On behalf of the Board of Directors of SW Investments Limited Kamalkishor Vyas (DIN: 00008898) ChairmanMumbai, 26th May, 2015 |