| To,
The Members of
M/s Swastika Investmart Limited
The Directors have pleasure in presenting the 23rd Annual Report on the
business and operations of the company together with the Audited
Financial Statements for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The performance highlights and summarized financial results of the
Company are given below:
(Rupees in Lakhs except EPS)
Particulars Year ended Year ended
31st March 2015 31st March 2014
Total Income 2345.70 1406.51
Total Expenditure 1983.34 1335.79
Profit/Loss before exceptional &
extraordinary items and tax 362.36 70.72
Exceptional Items 0.00 31.01
Profit/Loss before tax 362.36 101.73
Provision for Tax
Current Tax 137.03 36.49
Deferred Tax -16.68 -1.54
Profit/Loss after tax 242.01 66.78
Amount available for appropriation 242.01 66.78
Appropriations:
(a) Transferred to General Reserve 200.00 0.00
(b) Proposed Dividend on Equity Shares 29.59 29.59
(c) Tax on Proposed Dividend 6.25 4.80
Surplus Carried to Balance Sheet 6.16 32.39
Paid up Equity Share Capital 295.97 295.97
Earnings per share
Basic 8.18 2.26
Diluted 8.18 2.26
OPERATIONAL AND STATE OF COMPANY'S AFFAIRS
Fiscal 2014-2015 is yet another well performed year that registered a
growth of 66.77 % & achieved higher total income of Rs. 2345.70 Lacs as
against Rs 1406.51 lacs in the previous year. Profit after Tax (PAT) of
the Company was also grow about 262% & earned 242.01 lacs in comparison
to previous year Rs.66.78 Lacs. The Earnings per Share (EPS) of your
Company has grows to 8.17 in fiscal 2014-15 per share from the previous
year EPS of Rs 2.26 in fiscal 2013-14 per share.
FUTURE OUTLOOK
With strengthening of the economy and stable political environment, the
Indian Capital market is expected to perform well in future. Our
strategy will continue to be deepening our portfolio of financial
services, delivering client centric solutions and build a business
model that is well diversified across financial market activities for
growth of the Company. Your Company is planning to provide wide range
of financial services to present and prospective clients under one
roof.
DIVIDEND
Looking at the consistent growth in performance of the company, your
Directors have pleasure in recommending for approval of the members a
final dividend of Rs.1.00/- per shares (10% on the paid up value of
Rs.10/- per share) for financial year ended on 2014-2015.
AMOUNTS TRANSFERRED TO RESERVES
During the year under review, your Company has transferred a sum of Rs.
200.00 Lacs to General Reserve.
FIXED DEPOSITS
The Company has not accepted any deposits, within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
During the Financial Year 2014-15 there was no change in capital
structure of the company and company has not issued any shares with
differential voting rights, sweat equity shares nor granted any stock
options. None of the Directors of the Company hold instrument
convertible into equity shares of the Company.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in business activity of the
company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on consolidated
financial statement, your directors provide the Audited Consolidated
Financial statements in the Annual Report.
SUBSIDIARIES COMPANIES, JOINT VENTURE OR ASSOCIATES COMPANIES
Your Company has three Subsidiaries i.e. Swastika Commodities Private
Limited, Swastika Fin-Mart Private Limited and Swastika Insurance
Services Limited. Financials to the Subsidiaries are disclosed in the
Consolidated Financial Statements, which form part of this Annual
Report. A statement containing salient features of the Financial
Statements of the Subsidiaries are annexed to this Report as ANNEXURE 1
pursuant to Section 129 of the Companies Act, 2013 and the rules made
there under in the prescribed form, AOC-1 and hence not repeated here
for sake of brevity. Further Audited Financial Statement of
subsidiaries companies is available at www.swastika.co.in. The Company
does not have any joint venture or associate Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act, 2013 is
included in this report as ANNEXURE 2 and forms an integral part of
this report.
NUMBER OF BOARD MEETINGS AND GENERAL MEETING
During the Financial Year 2014-15, meetings of the Board of Directors
of the Company were held five times. The gap between two Meetings did
not exceed one hundred and twenty days. Further Annual General Meeting
was held on Saturday, 27th September, 2014. Detailed information on the
meetings of the Board, its Committees and the AGM is included in the
Report on Corporate Governance, which forms part of this Annual Report.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investment covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the financial year 2014-15 with Related Parties were in the
ordinary course of business and on Arm's length basis. Also, there was
no contract/arrangement/transaction with any of the Related Parties
which could be considered material in accordance with the Companies
Act, 2013, rules framed there under and Clause 49 of the Listing
Agreement. The Audit Committee has given prior approval for Related
Party Transactions.
Details of Related Party Transactions entered into by the Company
during the financial year 2014-15 are provided in Note 24 to the
financial statement. Policy on dealing with related party Transactions
and materiality as approved by the Board, is available on the company's
website at www.swastika.co.in
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Section 152 of the Companies Act, 2013
and the Company's Articles of Association, Shri S.N. Maheshwari,
Director retires by rotation at the forthcoming Annual General Meeting
and being eligible offers himself for re-appointment.
Boards of Directors in their meeting held on 12th August, 2014 accepted
the resignation of Shri Vinod Gupta, Shri Tarun Kumar Baldua 8t Shri
Parth Nyati from the post of Directorship of the Company. Your Board
places on record their deep appreciation of the valuable contribution
made by them during their tenure as Directors of the Company.
Further, Shri Vijay Kumar Chowdhary 8t Shri Sunil Chordia were
appointed as Additional Director as well as Independent Directors of
the Company to hold office, not liable to retire by rotation be and
were confirmed appointed at the Annual General Meeting held on 27Lh
September, 2014 as an Independent Director of the Company pursuant to
Section 149 of the Companies Act, 2013 for a term of five consecutive
years. None of the Independent Directors are due for re- appointment.
At the Annual General Meeting held on 27th September, 2014 Shri Sunil
Chordia, Shri Vijay kumar Chowdhary, Shri Raman Lai Bhutda & Shri Chain
Raj Doshi were appointed as an Independent director of the Company
pursuant to Section 149 of the Companies Act, 2013 for a term of five
consecutive years.
Further Boards of Directors in their meeting held on 13th November,
2014 accepted the resignation of Shri Vijay Kumar Chowdhary from the
post of Directorship of the Company due to his pre occupation.
Further, the Board of the Directors had on the recommendation of the
Nomination and Remuneration Committee appointed Mr. Kailash Chander
Sharma as an additional director of the Company in the category of
Independent Directors with effect from 29Lh September, 2014 to hold
office upto the Companies ensuing Annual General Meeting. It is now
proposed to appoint him as an independent Director of the Company for a
period of five consecutive years up to 28th September, 2019. Notice
under section 160 of the Companies Act, 2013 from member of the Company
signifying the candidature of Mr. Kailash Chander Sharma for the office
of the Director have been received.
Mr. Sunil Nyati, Managing Director; Mr. Parth Nyati, Chief Financial
Officer, Mrs. Shikha Bansal, Company Secretary of the Company were
designated and appointed Key Managerial Personnel of the Company as per
the provisions of the Companies Act, 2013.
During the year under review, no stock options were issued to the
directors of the Company.
DISQUALIFICATIONS OF DIRECTORS
During the year declarations received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. Board appraised the
same and found that none of the director is disqualified for holding
office as director.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they fulfill the criteria of
independence as prescribed under sub-section (6) of section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The following Directors are independent in terms of Section 149(6) of
the Act and Clause 49 of the Listing Agreement:
i) Shri Sunil Chordia ii) Shri Raman Lai Bhutda
iii) Shri Chain Raj Doshi iv) Shri Kailash Chander Sharma
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review. The
Meeting was conducted in an informal manner without the presence of the
Chairman, the Whole Time Director, the Non-Executive Non-independent
Directors and the Chief Financial Officer.
FAMILIARISATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have
been disclosed on website of the Company www.swastika.co.in
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as a
part of the good corporate governance practices and the same are in
compliance with the requirements of the relevant provisions of
applicable laws and statutes. Your Company has an adequately qualified
and experienced Audit Committee with Shri Raman Lai Bhutda (Chairman),
Shri Chain Raj Doshi, Shri Sunil Chordia and Shri Kailash Chander
Sharma, as Members. The recommendations of the Audit Committee were
duly approved 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
The details with respect to the composition, powers, roles, terms of
reference, meetings held and attendance of the Directors at such
Meetings of the relevant Committees are given in detail in the Report
on Corporate Governance of the Company which forms part of this Annual
Report.
STATEMENT INDICATING THE MANNER IN WHICH FORMALANNUAL EVALUATION HAS
BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT
OF ITS COMMITTEES
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, performance evaluation of the Board, its
Committee and the Independent Directors was carried out. The manner in
which the evaluation is carried out has been explained in the Report on
Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Companies Act, 2013, your
Directors state that:
a) in the preparation of the annual accounts for the financial year
ended 31 st March, 2015, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures,
if any;
b) the directors have selected such accounting policies and applied
them consistently and 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 at 31 st March, 2015 and of the profit of the Company
for year ended on that date;
c) the directors have taken proper and sufficient care 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;
d) the directors have prepared the annual accounts on a going concern
basis;
e) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively and
f) the directors have laid down proper internal financial controls to
be followed by the company and that such internal financial controls
are adequate and were operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
sub-section (3) (m) of section 134 of the Companies Act, 2013 read with
Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given 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 measures have been initiated to reduce energy consumption by
replacing electric fittings 6t fixtures with energy saving desces.
(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 development or import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): Not
Applicable.
(iv) Company has not incurred any expenditure on Research and
Development during the year under review.
Further there was neither inflow nor outflow of foreign exchange during
the year.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with new/revised
standard operating procedures. The company's internal control system is
commensurate with its size, scale and complexities of its 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 review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry.
The audit committee of the board of directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same. The company has a robust
management information system, which is an integral part of the control
mechanism.
The audit committee of the board of directors, statutory auditors and
the business heads are periodically apprised of the internal audit
findings and corrective actions taken. Audit plays a key role in
providing assurance to the Board of director.
Significant audit observations and corrective actions taken by the
management are presented to the audit committee of the board. To
maintain its objectivity and independence, the internal audit function
reports to the chairman of the audit committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of section 135 of the Companies Act, 2013 does not apply to
the Company , therefore Company has not constituted Corporate Social
responsibility (CSR) committee as required under the Act.
REMUNERATION POLICY/ DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 49 of the Listing Agreement, the Board of Directors formulated
the Nomination and Remuneration Policy of your Company on the
recommendations of the Nomination and Remuneration Committee. Details
of policy covering these requirements has disclosed in corporate
governance report.
Information required under Section 197 of the Companies Act, 2013 read
with Rule 5 (1) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 attached as ANNEXURE 3
None of the employee of the company is drawing more than Rs.60,00,000/-
per annum or Rs.5,00,000/- per month for the part of the year, during
the year under review therefore Particulars of the employees as
required under Section 197 of Companies Act, 2013 read with rule 5 (2)
6t rule 5 (3) of Companies (Appointment and Remuneration) Rules, 2014
are not applicable, during the year under review.
Neither the Managing Director nor Whole Time Director of the Company
received any remuneration or commission from any of its subsidiaries.
REPORTS ON CORPORATE GOVERNANCE a MANAGEMENT DISCUSSION ANALYSIS
Pursuant to Clause 49 of the listing agreement with stock exchanges, a
separate section titled "Report on Corporate Governance" and
"Management Discussion and Analysis" forms part of this Annual Report.
Auditors Certificate confirming compliance with the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement also forms parts of this Annual Report.
DISCLOSURE ON ESTABLISHMENTOFAVIGILMECHANISM/WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or
grievances. The details of establishment of the reporting mechanism are
disclosed on the website of the Company (www.swastika.co.in).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of
the Company.
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 has appointed M/s. L. N. Joshi, Practicing
Company Secretary, to undertake the Secretarial Audit of the company.
The Secretarial Audit report is included as ANNEXURE 4 and forms an
integral part of this Report. There is no Secretarial Audit
qualification for the year under review.
STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013
M/s. R.S. Bansal 6t Company, Chartered Accountants (Firm Registration
No. 000939C) were appointed as statutory auditors to hold office till
the conclusion of 23rd annual general meeting of the company and be and
are hereby recommended for re-appointment to audit the accounts of the
company up to the 28th Annual General Meeting of the Company to be held
in year 2020 subject to ratification of their appointment by members at
every Annual General Meeting held after ensuing Annual general meeting.
A resolution for appointment of M/s. R.S. Bansal 6t Company, Chartered
Accountants, as auditors for the period from the conclusion of the
ensuing 23* AGM till the conclusion of the 28th AGM and for fixation of
their remuneration for the year 2015-16 is being proposed in the notice
of the ensuing AGM for the approval of the members. The Company has
received from R.S. Bansal 6t Company, Chartered Accountant a written
consent for ratification of their appointment from the conclusion of
the 23rd AGM till the conclusion of the 28Ltl AGM and a certificate to
the effect that their appointment shall be in accordance with the
prescribed conditions and that the firm is not disqualified under the
Companies Act, 2013.
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and does not contain any
qualification, reservation or adverse remark.
Further there was no fraud in the Company, which was required to report
by statutory auditors of the Company under sub- section (12) of Section
143 of Companies Act, 2013.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management and independent directors of the Company. All the
Board members including independent directors and senior management
personnel have affirmed compliance with the code of conduct. A
declaration by Chairman and Managing Director with regard to compliance
with the said code, forms part of this Annual report.
TRANSFER OF UNPAID DIVIDEND AMOUNT IN IEPF
During the year under review, an amount of 178658/- pertaining to
unpaid/ unclaimed dividend for the financial year 2006-07 has been
transferred to IEPF. Members who have not encashed their dividend
warrants within their validity period may write to the Company at its
Registered Office or Ankit Consultancy Private Limited, Registrar ft
Share Transfer Agent of the Company for revalidating the warrants or
for obtaining duplicate warrants/or payments in lieu of such warrants
in the form of the demand draft.
STATEMENT INDICATING DEVELOPMENT ft IMPLEMENTATION OF RISK MANAGEMENT
POLICY:
The Board of Directors has adopted risk management policy for the
Company which provides for identification, assessment and control of
risks which in the opinion of the Board may threaten the existence of
the Company. The Management identifies and controls risks through a
properly defined framework in terms of the aforesaid policy.
MATERIAL CHANGES a COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION
OFTHECOMPANY
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year to
which the financial statements relate and the date of this Board's
report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy required conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of 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 Complaint
received regarding sexual harassment. All Women employee (permanent,
temporary, contractual and trainee) are covered under this policy.
There was no case of sexual harassment reported during the year under
review.
LISTING OF SHARES
Company's shares are listed on Bombay Stock Exchange Limited. The
company has paid annual listing fee for financial year 2015-16.
INSURANCE
The Company's assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time. The Company has also taken insurance cover for any claims/losses
arising out of its core business of security broking.
BUSINESS RESPONSIBILITY REPORT:
Business responsibility reporting as required by clause 55 of the
listing agreement with stock exchange is not applicable to your company
for the financial year ending 31" March 2015.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
INDUSTRIAL RELATIONS:
Company's Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to the Company's
Customers, Bankers, Lenders and Members for their continued support and
faith reposed in the Company. The Board also places on record its deep
appreciation for the dedication and commitment of the employee at all
levels. The Directors would also like to thank BSE, NSE, NSDL, and CDSL
for their co-operation.
Place: Indore For and on behalf of the Board of Directors
Date: 12.08.2015 SWASTIKA INVESTMART LIMITED
Sunil Nyati Anita Nyati
Managing Director Whole-time Director
DIN: 00015963 DIN: 01454595 |