Dear Stakeholders,
Your Directors present herewith the 37th Annual Report for the year ended 31.03.2023.
(in Rupees)
FINANCIAL RESULTS
| Particulars |
For the Year Ended |
For the Year Ended |
|
31.03.2023 |
31.03.2022 |
| Income from Operations :- |
|
|
| Receipts from consultancy business |
24,81,960 |
17,00,000 |
| Other Income / Receipts |
22,75,580 |
16,95,210 |
| Total Income |
47,57,540 |
33,95,210 |
| Total Expenditure |
27,77,980 |
16,74,421 |
| Profit/(Loss)before Tax |
|
17,20,788) |
|
19,79,560 |
|
| Tax Expense(Net) |
(5,73,210) |
(4,47,406) |
| Net Profit/(Loss) |
|
12,73,382 |
|
14,06,350 |
|
FINANCIAL HIGHLIGHTS
During the year under review your company carried-out the business of commission,
agents, brokers, management & consulting business, service providers, etc. Company has
received the total revenue of Rs. 47,57,540/- and Net Profit after Tax for the year under
consideration is Rs. 14,06,350/-. Your Company hopes to increase its presence in the
business in the coming years, which may increase the top line and also its profitability.
TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves & Surplus Account.
LIQUIDITY
Company continues to maintain sufficient funds to meet the desired strategic
Objectives.
DIVIDEND
Your directors do not consider it desirable to recommend / declare any dividend.
CAPITAL
During the Financial Year 2022-23, there is no change in share capital
| Buy Back of Securities : |
Company has not bought back any of its securities. |
| Sweat Equity : |
Company has not issued any Sweat Equity Shares. |
| Bonus Shares : |
No Bonus Shares were issued during the year. |
| Preference Shares / Debentures : |
Company has not issued any Preference Shares/ Debentures. |
| Employees Stock Option Plan : |
Company has not provided any Stock Option Scheme. |
Subsequent to 31.03.2023, there has been no change in authorized, issued, subscribed
and paid-up equity Share Capital. ‘Authorised Share Capital as on 31.03.2023 is Rs.
4,00,00,000/- divided into 40,00,000 Equity Shares of Rs. 10/- each and the ‘Paid-up
capital stands at Rs. 1,19,05,000/-.
DIRECTORS
IIn accordance with the provisions of the Companies Act, 2013 and the Articles of
Association, Mr. Sumit Gupta (DIN: 06911742), retires by rotation at the ensuing AGM and,
being eligible, offers himself for re-appointment. Ms. Lalita Mittal is WTD & CFO of
the company w.e.f. 08.08.2014 and re-appointed in AGM held on 26.09.2019.
Mr. Raman Mittal (DIN:06877244) is Independent Director w.e.f. 02.06.2014 and
re-appointed in AGM held on 26.09.2019.
Mr. Raj Kumar Gupta (DIN: 00074532) was appointed as Independent Director w.e.f.
30.04.2014 and re- appointed in AGM held on 26.09.2019 and he Ceased to be a Director upon
his resignation on 11.02.2022.
Mr. Jitendra Kumar (DIN: 06614727) and Mr. Deepak Gupta (DIN: 07580266), who were
appointed as an Additional Director (Non - Executive Independent) in the Board Meeting
held on 24.06.2022, have been regularized by the shareholders as an Independent Directors
of the Company, in the E- Annual General Meeting held on 23.09.2022, for a fixed term of
five years from the date of their respective appointment, i.e. 24.06.2022 and are not
liable to retire by the rotation.
Mr. Chaitanya Jee Srivastava (DIN: 09496752) was appointed as an Additional Director
(Non Executive Independent) w.e.f. 11.02.2022 and he ceased to be a Director, upon his
resignation on 20.06.2022 and taken on record in the Board Meeting held on 24.06.2022.
Mr. Sumit Gupta (DIN:06911742) was appointed as Director w.e.f. 29.01.2015.
The Company has received Declarations from the Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
applicable provisions of the Companies Act and Listing Regulations. The Independent
Directors have also confirmed that they have complied with the Code of Conduct of the
Company and that they have registered themselves as an Independent Director(s) in the data
bank maintained with the Indian Institute of Corporate Affairs.
Brief Profile in terms of Regulation 36 of Listing Regulations and the Secretarial
Standards on General Meetings (SS-2), in respect of the Director(s) seeking appointment /
re-appointment has been annexed to the Notice of the 38th E - Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Ms. Lalita Mittal (DIN: 06928783), is WTD & CFO of the Company.
Ms. Pooja Mathur (ACS-45124), is the ‘ Company Secretary cum Compliance Officer
who has joined the company w.e.f. 13.02.2023.
Ms. Pallavi (ACS-67405), had joined as Company Secretary cum Compliance Officer w.e.f.
10.11.2022 and Resigned from the post w.e.f. 15.12.2022 and taken on record in the Board
Meeting held on 13.02.2023.
Mr. Vijay Kumar Sharma (ACS-17929), had joined as Company Secretary cum Compliance
Officer w.e.f. 11.02.2022 and Resigned from the post w.e.f. 10.06.2022 and taken on record
in the Board Meeting held on 24.06.2022.
Mrs. Preetika Mishra (ACS - 32490), had joined as Company Secretary cum Compliance
Officer w.e.f.10.08.2018 and Resigned w.e.f. 05.02.2022.
PARTICULARS OF EMPLOYEES
In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with
rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, None of the Employee has drwan remuneration in excess of the limit
as set out in the said Rules.
MEETINGS OF THE BOARD & COMMITTEES
5 (Five) Meetings of the Board were held during reporting period, the details of which
are given in the CGR (Maximum Gap of 120 days between two consecutive Board Meetings
has been complied with)
1) 21.05.2022 2) 24.06.2022 3) 10.08.2022
4) 10.11.2022 5) 13.02.2023
LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section-186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"
) the Company neither has, directly nor indirectly, given any loan to its Directors nor
extended any guarantee or provide any security in connection with any loan taken by them.
PERFORMANCE EVALUATION OF BOARD MEMBERS
With a view to improve performance and effectiveness, Board Members are now
increasingly deploying Board performance evaluation tools to identify areas of improvement
benchmarking themselves against leading practices.
PUBLIC DEPOSIT
The Company has not accepted nor renewed any Deposits falling within the purview of
section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014
as amended from time to time, during the year under the review and therefore details
mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to
deposits covered under Chapter V is NIL
STATUTORY AUDITORS
To ratify & re-appoint M/s G. K. KEDIA & CO, Chartered Accountants, FRN -
013016N, as statutory auditors of the company, who have confirmed their eligibility, to
hold Office from conclusion of this AGM till the conclusion of next AGM on such
remuneration as may be fixed by the Board, who were appointed in 35th AGM held on
25.09.2020 for a period of 5 years.
STATUTORY AUDITORS REPORT
Auditors Report dated 22.05.2023, being self-explanatory, requires no Comments from
the Directors and there are no reservations, or qualifications or adverse remarks in the
Audit Report in respect to FY 2022-23 and does not require / call for any explanation from
the Board of Directors.
SECRETARIAL AUDITOR
Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to
conduct Secretarial Audit for the FY 2023-24. Secretarial Audit Report and Secretarial
Compliance Report for the FY 2022-23 is annexed with Directors Report.
There are no serious qualifications or reservations or other adverse remarks by
Secretarial Auditors in the Report for the FY 2022-23 and does not require/ call for any
explanation from the Board of Directors, Except relating to De- Listing of Shares from
CSE Ltd. and also Notice dated 13.05.2022 from BSE Ltd. relating to non- compliance of
various Regulations and SOP under SEBI (LODR), levying an amount of Rs. 2,51,340/-
(including GST) and freezed the Promoters holdings for debit, and the Company has filed
suitable & proper replies with documentary evidences and the matters are under
process.
INTERNAL AUDITOR
Internal Audit Report of FY 2022-23 does not contain any serious adverse remarks.
Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to
conduct Internal Audit of FY 2023-24 under Section 138 of the Companies Act, 2013.
COST AUDITORS
Provisions of Section 148 do not apply to the Company and hence, Cost Auditors need not
to be appointed.
EXTRACT OF ANNUAL RETURN (MGT 9)
Pursuant to section 92(3) of Companies Act, 2013 (‘the Act) and Rule 12(1) of
Companies (Management and Administration) Rules, 2014, Extract of Annual Return is Annexed
herewith to Directors Report.
LISTING OF SHARES
Equity Shares of the Company are Listed on BSE Ltd., Calcutta Stock Exchange (CSE) and
Delhi Stock Exchange (DSE stands de-recognized) and Company has complied with the
requirements of Listing Agreement(s) during the year under review. All the Quarterly &
Yearly Compliances are upto-date, scanned pdf files are emailed, uploaded on BSE listing
portal, couriered by Speed-Post, XBRL submissions at Online Portal, uploaded at Companys
Website, etc.
Listing Fee stands paid to BSE for & upto 31.03.2024.
Annual Custodial Fee stands paid to NSDL & CDSL as per Bills recd.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the
"Managements Discussion and Analysis Report" is presented in a separate section
forming part of the Annual Report.
VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.
This Notice is issued in compliance with Regulation 6, 7 and other applicable
regulations, if any, of the SEBI (Delisting of Equity Shares) Regulations 2009 (herein
after referred as ‘Delisting regulations) to the Equity Shareholders of
"Swagtam Trading & Services Limited" (PAN:AAACS8477Q) (herein after referred
as ‘Company), in respect of the voluntary delisting of 11,90,500 Equity
Shares of the face value of Rs. 10/- each, of the Company from The Calcutta Stock Exchange
Limited (CSE). At present, the Shares of the Company are Listed on CSE and BSE Ltd. The
Board of the Directors at its Meeting held on 09.11.2020, has approved voluntary delisting
of the 11,90,500 Equity Shares of the face value of Rs. 10/- each, from CSE in accordance
with the Delisting Regulations and have communicated the same to CSE Listing Department.
Considering CSE had seen a halt/suspension in its trading activity since 2013, after the
capital market regulator, Securities and Exchange Board of India(SEBI), had barred trading
at C-Star (the online platform of CSE), for non-compliance of clearing and settlement
norms. "It is status quo for CSE". CSEs own Trading Platform has been Shut
since 2013 following SEBIs Directives and also CSE have been asked to exit by SEBI but
the matter is stated to be Sub- judice before Calcutta High Court while other 13 regional
stock exchanges have closed under the Exit Policy of SEBI.
However, the equity shares of the company shall continue to remain Listed on BSE Ltd.,
which is a recognized Stock Exchange and is having nation-wide Trading Platform as per
Delisting Regulations.
SUBSIDIARIES AND JOINT VENTURES COMPANIES
During the year under review, your Company does not have any subsidiary & holding
companies and no type of joint-venture, merger or amalgamation.
CORPORATE GOVERNANCE
Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. Corporate Governance is
about maximizing shareholders value ethically and sustainably. We believe sound corporate
governance is essential criteria to enhance and retain investors reliance.
We always seek to ensure that our performance is driven by integrity.
As required under Regulation 34(3) read with Part C of Schedule V to the SEBI (LODR)
Regulations, 2015, Report on Corporate Governance (CGR) is annexed herewith and forms part
of this Annual Report. The requisite Certificate from the Secretarial Auditors of the
Company confirming compliances with the conditions of corporate governance is attached to
the ‘Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Board consists of Five members, one of whom is Executive (CFO) and WTD, 3 are
independent directors and 1 is non-independent director. Board consists of appropriate mix
of executive & independent & non-independent & woman Directors to maintain the
independence of the Board and to separate its functions of governance and management.
The Company has formulated a remuneration policy including criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required u/s 178(3), which provides the manner of selection of Board of Directors, KMP and
their remuneration. In case of appointment of independent Directors, the Nomination and
Remuneration Committee shall satisfy itself with regard to independent nature of the
Directors viz-a-viz the company so as to enable the Board to discharge its performance and
duties effectively.
INDEPENDENT DIRECTORS
Independent Directors have additionally met 2 times in the F. Y. 2022-23 as required
under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with
Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015
(a) to review the performance of non independent Directors and the Board as a whole,
(b) to review the performance of Board ,taking into account the views of executive and
non executive directors;
(c) to assess the quality, quantity and timeliness of flow of information between the
management and the Board which is necessary for the Board to effectively and reasonably
perform their duties.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Raman Mittal, Mr. Jitendra Kumar and Mr. Deepak Gupta are Independent Directors on
the Board of your company. Company has received necessary declarations from each
Independent Director u/s 149(7), and in the opinion of the Board and as confirmed by these
Directors that all of them meets the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
Independent Directors have also confirmed that they have complied with the Companys
code of conduct.
BOARD EVALUATION
As mandated under the SEBI (LODR) Regulations, 2015, the Board reviews and monitors the
Board evaluation framework. The Board evaluates various parameters such as decision
making, relationship with stakeholders, company performance and strategy, checking of
Board and Committees effective working, etc.
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and directors and Schedule IV to
the Companies Act, 2013 states that the performance evaluation of independent director
shall be done by entire Board, excluding director being evaluated.
Evaluation of all the Directors and the Board as a whole has been conducted and Board
approved evaluation results as collated by "Nomination and Remuneration Committee."
The Board has evaluated the effectiveness of its functioning and that of the Committees
and of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.
DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para D
of Schedule V to the SEBI(LODR) Regulations, 2015 on the declarations received from the
Directors and the Senior Management personnel affirming compliance with the Code as
applicable to them during the year ended 31.03.2023.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of SEBI (LODR) Regulations, the top 1000 listed entities
based on market capitalization
(calculated as on 31 March of every financial year), shall, in their annual report,
include a business responsibility report describing the initiatives taken by them from an
environmental, social and governance perspective. Therefore, Regulation 34(2)(f) of SEBI
(LODR) Regulations, 2015 is not applicable.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has adopted the Code of Conduct to Regulate, Monitor and Report Trading
by Insiders ("Insider Trading Code"). The said Insider Trading Code applies to
Directors, Senior Management Personnel, persons forming part of the Promoter(s) &
Promoter(s) Group and such other designated employees of the Company, who are expected to
have access to unpublished price sensitive information & explains the guidelines and
procedures to be followed and disclosures to be made while dealing with the shares as well
as the consequences of Violation of Norms. The code of conduct for Prevention of insider
trading is available on the Company website www.swagtam.com.
UNIFORM LISTING AGREEMENT
SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by
replacing existing Listing Agreement. Company executed New Listing Agreement(s) with BSE
Ltd. and CSE Ltd. during February 2016.
OPERATIONS
Our reputation for excellence and integrity earned through the consistent delivery of
quality work and by adhering to the standard of business conduct through principles of
Corporate Governance continues to be our most valuable assets. As we position ourselves
for the future and our standard of excellence, integrity and accountability will serve us
well.
Further, no Material Events, commitments and changes occurred between the end of the
financial year to which the financial statements relate and to till date of this Report.
VIGIL MECHANISM
Company has formulated a Vigil Mechanism cum Whistle Blower Policy in terms of Section
177(10) of the Companies Act, 2013 and also in terms of Regulation 4(2)(d) (v) and
Regulation 22 of SEBI (LODR) Regulations, 2015, includes an Ethics & Compliance Task
Force or to the Chairman of Audit Committee. The Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern. Protected disclosures can
be made by a whistle blower through an e-mail or letter. The Policy on vigil mechanism is
available or may be accessed on the Companys website. The details of Vigil Mechanism
(Whistle Blower Policy) adopted by the Company have been disclosed in the ‘Corporate
Governance Report attached to this Report and form an integral part of this report and
also the company has complied with the provisions relating to the Constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of the Companies Act, 2013 relating to CSR do not mandatorily apply to your
company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Contracts/ Arrangements/ Transactions, if any, entered by the company during the
financial year 2022-23 with related parties were in the ordinary normal course of
business and on an "arms length basis".
During the year, the company has not entered into any contract/ arrangement/
transaction with related parties which could be considered material.
Your Directors draw attention of the members to "Notes to the Financial
Statements" Form - AOC-2 which sets out Related Party Disclosures.
RISK MANAGEMENT POLICY
Risk Management Policy is Not Applicable to your company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX
No significant and material Orders were passed by the regulators or courts or tribunals
or income tax dept, etc. impacting the ongoing concern status and companys operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
According to Section 134(5)(e)of the Companies Act, 2013 the term Internal Financial
Control (IFC) means the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to companys policies,
safeguarding its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information.
Company has a proper and adequate internal financial control system, commensurate with
the size & scale of its operations. The scope and authority of the internal Audit
function is well defined in the Organization. The internal financial control system
ensures that all assets are safeguarded and protected and that the transactions are
authorised, recorded and reported correctly. Internal Auditors independently evaluate the
adequacy of internal controls and audit the transactions.
Independence of the audit and compliance is ensured by timely supervision of the Audit
Committee over Internal Audit findings. Significant audit observations and corrective
actions suggested are presented to the Audit Committee on regularly basis.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted the Policy for Prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy and No Complaints has
been received during the financial year.
DETAILS OF COMMISSION RECEIVED BY MD / WTD
None of the Directors have received any commission during the year under review.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant/ material events to be reported under this head.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Your company did not have any funds lying unpaid or unclaimed for a period of seven
years, therefore, there were no funds which were required to be transferred to IEPF.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements Section 134 (3)(c) of Companies Act, your Directors
confirm that:
a . In the preparation of the annual accounts for the year ended 31.03.2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
b. The Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs as at 31.03.2023 and of the profit and loss of the
company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
COMPLIANCES
Company has devised proper systems to ensure compliances of Laws applicable and the
compliance reports issued by the Departmental Heads are placed before the Board confirming
compliances by the company with all applicable Laws.
SHARE TRANSFER SYSTEM
Shares lodged for physical transfer are registered within a period of 15 days, if the
documents are clear and complete in all respects. The shares duly transferred would be
dispatched to the Shareholders upon approval of transfers. Adequate care is taken to
ensure that, no transfers are pending for more than a fortnight. As bulk of the Companys
shares is currently in dematerialized form, the transfers are processed and approved in
the electronic form by NSDL / CDSL through depository participants. Alankit Assignments
Limited is the Share Transfer Agent for both physical and dematerialized mode.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information required to be given pursuant to this Clause are given below:
A. CONSERVATION OF ENERGY
Your company did not use any significant Energy during the year under review. Your
Company is conscious about its responsibility to conserve energy, power and other energy
sources wherever possible. We emphasis towards a safe and clean environment and continue
to adhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not imported any technology for any research and development.
C. TECHNOLOGY ABSORPTION
Your company has not imported any technology; however, we believe and use information
technology extensively in all spheres of our activities to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO.
|
31.03.2023 |
31.03.2022 |
|
(Amt.) |
(Amt.) |
| Foreign Exchange Earnings |
Nil |
Nil |
| Foreign Exchange Outgo |
Nil |
Nil |
CEO/ CFO CERTIFICATION
In accordance with the Regulation 17(8) read with Part B of Schedule V to the SEBI
(LODR) Regulations, 2015 pertaining to corporate governance norms, Ms Lalita Mittal
(DIN:06928783), WTD & CFO of the company, have certified, inter-alia, on review of
financial statements and establishing and maintaining internal controls for the financial
reporting for the year ended 31.03.2023. The said Certificate forms an integral part of
this ‘Annual Report and the Certificate has been reviewed by the Audit
Committee and take non record by the Board of Directors.
FINANCIAL STATEMENTS
Annual Report of F. Y. 2022-23 of the Company containing complete Balance Sheet,
Statement of Profit & Loss, other Statements and Notes thereto, prepared as per the
requirements of Schedule III to the Companies Act, 2013, Directors Report (including
Management Discussion and Analysis Report and Corporate Governance Report), Etc., are
being sent via Email to all shareholders who have provided their Email address(es) and to
Others also Full version of ‘Annual Report is also available for inspection
at the registered office of the company during working hours upto the date of ensuing AGM.
It is also available at the Company‘s website www.swagtam.com.
NOTICE of the AGM and Annual Report shall also be placed at the website of NSDL/CDSL.
Please note that Members will be supplied, free of cost, Annual Report, upon receipt of
written request.
DEMATERIALIZATION OF SHARES
As mentioned in Companys earlier Annual Reports, the companys equity shares are in
compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through
arrangement with NSDL and CDSL. About 94.84% of the issued shares of the company
are already in dematerialized form. M/s Alankit Assignments Limited, New Delhi, is acting
as the RTA for this purpose and acts as share agent in terms of SEBI Guidelines.
DISCLOSURES
AUDIT COMMITTEE
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, an Audit Committee is duly
constituted/re-constituted.
Audit Committee comprises of the following Directors:-
| Sr. No. |
Name of the Director |
Category of Director |
| 1. |
Mr. Raman Mittal |
Chairman, Non- Executive & Independent Director |
| 2. |
Mr. Deepak Gupta |
Member, Non-Executive & Independent Director |
| 3. |
Ms. Lalita Mittal |
Member, Executive & Non-Independent Director |
| 4. |
The Company Secretary |
|
Details of Audit Committee have been separately given in the Corporate Governance
Report. Further, recommendations of Audit Committee were accepted by the Board of
Directors.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Regulation 19 of SEBI (LODR) Regulations, 2015 and pursuant to the
provisions of Section 178(1) of the Companies Act, 2013, Nomination & Remuneration
Committee is duly constituted / re-constituted.
Nomination and Remuneration Committee comprises of following Directors:-
NOMINATION AND REMUNERATION COMMITTEE
| Sr. No. |
Name of the Director |
Category of Director |
| 1. |
Mr. Raman Mittal |
Chairman, Non- Executive & Independent Director |
| 2. |
Mr. Deepak Gupta |
Member, Non- Executive & Independent Director |
| 3. |
Mr. Jitendra Kumar |
Member, Non-Executive & Independent Director |
| 4. |
The Company Secretary |
|
Details of Nomination & Remuneration Policy and Committee are furnished in the CGR,
which is annexed herewith.
SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
In terms of Regulation 20 of SEBI (LODR) Regulations, 2015, the Stakeholders
Relationship Committee is duly constituted/ re-constituted.
Shareholders / Investors Grievance Committee comprises of following Directors
| Sr. No. |
Name of the Director |
Category of Director |
| 1. |
Mr. Raman Mittal |
Chairman, Non- Executive & Independent Director |
| 2. |
Mr. Sumit Gupta |
Member, Executive & Non-Independent Director |
| 3. |
Mr. Jitendra Kumar |
Member, Non-Executive & Non-Independent Director |
| 4. |
The Company Secretary |
|
Details of ‘Committee are furnished in the ‘Report on Corporate Governance.
RISK MANAGEMENT COMMITTEE : Not Applicable
EXTRACT OF ANNUAL RETURN (MGT 9)
Pursuant to section 92(3) of Companies Act, 2013 (‘the Act) and Rule 12(1) of
Companies (Management and Administration) Rules, 2014, ‘Extract of Annual Return is
Annexed herewith to Directors Report.
E-VOTING
Company is providing E-voting facility to all members to enable them to cast
their votes Electronically on all Resolutions set forth in the Notice. This is pursuant to
Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Regulation 44 of SEBI (LODR) Regulation 2015.
The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have
been amended on March 19, 2015 to introduce a new Concept of e-voting i.e. E-Voting
at general meeting through an electronic voting system. To comply with the requirements of
new Companies Act, 2013 and to ensure good governance for its members, your company has
provided e-voting facility for its general meetings to enable its members to participate
in the voting electronically.
The instruction(s) for e-voting for ensuing AGM is also provided with Notice to
Shareholders of this Annual Report. Company has signed necessary agreements with NSDL and
CDSL to facilitate e-voting for member(s).
APPRECIATION
Your Directors wish to express their sincere appreciation to its Valued Clients,
Bankers, various Departments & Agencies and Employees of the company, etc., for their
continued valued support, guidance & co-operation.
By Order of Board of Directors Swagtam Trading & Services Limited
|
LALITA MITTAL |
| Date: 10.08.2023 |
WTD & CFO |
| Place: New Delhi |
(DIN:06928783) |
+91-9892691696
