swasti vinayaka art heritage corporation ltd Directors report

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<dhhead>DIRECTORS’ REPORT</dhhead>

To,

The Members,

Your Directors have pleasure in presenting their 37^th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended on 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the standalone financial statements of the Company.

(Rs. in Lakhs)

Sr. Particulars No.	Year ended 31.03.2023	Year ended 31.03.2022
1. Revenue from operations	1266.82	1003.05
2. Other Income	31.15	27.68
3. Total revenue	1297.97	1030.73
4. Total Expenditure
i) Cost of material consumed	5.37	6.29
ii) Purchase of stock	34.82	42.53
iii) Manufacturing and operating cost	38.25	49.04
iv) Changes in inventories	(27.46)	(62.86)
v) Employee benefit Expenses	259.71	243.88
vi) Financial cost	79.06	79.32
vii) Depreciation	13.86	17.76
viii) Other Expenditure	503.12	450.09
Total	906.73	826.05
5. Profit Before Tax (3-4)	391.24	204.68
6. Provision for taxation
i) Current Tax	98.41	50.22
ii) Deferred Tax		1.02
iii) Earlier years Tax	(0.54) 0.59	--
7. Profit After Tax	292.78	153.45
8.Balance carried from previous year	197.79	494.34
9.Amount Available for Appropriation	490.57	647.79
10.Appropriations: Transferred to General Reserve	300	450
Balance carried to Balance Sheet	190.57	197.79

2. OPERATIONS:

During the period under review the profit after tax (PAT) stood at Rs.292.78 Lakhs, as compared to last financial year 2021-22 which was Rs. 153.45 Lakhs. In the coming years your directors are confident about higher amount of profits.

3. RESERVES:

During the year under review the company has transferred Rs. 300 Lakhs to General Reserve.

4. DIVIDEND:

In view of limited profits, no dividend was recommended by the board during the year under review.

5. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors state that—

(a) In the preparation of the annual accounts, 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 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 at the end of the financial year and of the profit and loss of the Company for that

(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.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:

Changes during the financial year 2022-2023 are as follows:

Name of Director	DIN	Date of Appointment / Cessation / Change in Designation	Nature of Change (Appointment/ Cessation/Change in Designation)
Prabhat Dinesh Poddar	09637477	July 06, 2022	Appointment as Additional Director
Rhea Dinesh Poddar	08729717	April 01, 2022	Re appointment as Whole Time Director
Shilpa Dinesh Poddar	00164141	June 01, 2022	Re appointment as Whole Time Director
Aryan Rajesh Poddar	08882779	June 24, 2022	Reappointment as Director who retired by rotation
Rajesh Ramprasad Poddar	00164011	April 01, 2022	Appointment as Joint Managing Director

7. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual Return as at March 31, 2023 on its website at www.swastivinayakaart.co.in.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including arm’s length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.

9. PARTICULARS OF EMPLOYEES: y The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure II and forms an integral part of this report. y Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing

Director or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

Sr. No Particulars	No. of meetings held
1. Board Meetings	Five
2. Audit Committee Meetings Nomination and Remuneration Committee	Four
3. Meeting	Two
4. Stakeholders Relationship Committee	One
5. Independent Directors Meeting	One

11. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and of the Listing Agreement and applicable regulations of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. REMUNERATION POLICY:

The board of director has framed a nomination and remuneration policy that lays down a framework in relation to the remuneration of directors, key managerial personnel, and senior management of the company. The said policy is also uploaded on the website of the Company; i.e., www.swastivinayakaart.co.in

14. AUDITORS:

Statutory Auditors

At the Annual General Meeting held on September 28, 2018, M/s. S. P. Jain & Associates., Chartered Accountants, (FRN 103969W), Mumbai, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2023. The Board of Directors of the Company in their meeting held on May 5, 2023, recommended the appointment of M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai (FRN: 120132W) as statutory auditors of the Company to hold office from the conclusion of the AGM in 2023 till the conclusion of the Annual General Meeting to be held in the year 2028 at such remuneration as may be agreed by the Board of Directors and Auditors.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the secretarial audit report.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee.Whistle Blower Policy has been posted on the website of the Company at www.swastivinayakaart.co.in

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee is required under section 177 (8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

1. Mr. Sanjiv Vishwanath Rungta -	Chairman
2. Mr. Madhusudan Lohia -	Member
3. Mr. Rajesh Poddar -	Member

18. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

20. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify; monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

21. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has complied with the provisions of section 186 of the Companies Act, 2013 during the financial year. The details of Loans and guarantees given, investments made during the year are provided in Notes to financial statements and are self explanatory.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

I. INDUSTRY STRUCTURE AND DEVELOPMENTS

GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:

India’s Gems and Precious Stone sector is one of the largest in the world. India is also one of the largest consumers of precious metal jewelleries and also preferred exporter of finished products across the world. Indian gemstones are being sold domestically as well as in the overseas markets. Gems and Precious Stone sector plays a vital role in the Indian economy as it is one of the largest exporters of the country and also provides employment to a very large number of artisans. India is deemed to be the hub of the global gemstones market because of its low costs and availability of high-skilled labour. Your Company is taking initiative to analyse the market demand and current situation in Indian markets as well as in the overseas markets and accordingly steps are being taken towards this direction and we are confident that in coming years this segment of our business will be performing better and we expect our loyal customers and new collectors will keep giving us continues business.

REAL ESTATE:

The Increasing urbanization in India and also the demand for properties for business activities has resulted in increased demand for residential properties as well as the Commercial properties. The present government has also issued various policies in support of this sector. Despite a two-year long slump, the property market in India saw an incredible comeback in 2022. Further real estate is one of the fastest growing industries in the country where we are continuously analyzing the market situation and have an optimistic approach that this segment of our business will be performing well in upcoming period.

II. OPPORTUNITIES AND THREATS

Opportunities:

Indian Market has good opportunities for both Precious & Semi Precious Stone sector as well as Real Estate sector. The demand for artifacts made from precious and semi-precious stone is present in India as well as worldwide. As the Indian economy is growing there is an increase in disposable income, due to which the demand for gemstone, precious stones etc., is increasing.

The demand is expected to be significantly supported by the recent positive developments in the industry.

Threats:

The demand for our products is directly proportional to the affluence of the society and any disturbance in the economic growth directly affects demand of our products. Also, inflation pressure reduces the disposable income which affects our sales. The effect of post Covid 19 situation continue to impact our business. The changes in government policies towards the real estate may also impact our business. Shifts in consumer preferences, any disrupt in the supply chain, economic downturn and recession could affect the demand of our products.

III. SEGMENT-WISE PERFORMANCE:

During the year under review, revenue from sale of products was Rs. 1,47,73,281/-and Revenue from sale of services was Rs. 11,19,08,731/-

IV. OUTLOOK

There exists intense competition in the market for both the sections of our business. We are taking necessary initiatives to continuously analyse the current performance of our businesses and are taking steps as required to survive through the tough competition and to continue the growth of our businesses.

V. RISKS AND CONCERNS

There exists certain level of uncertainty in the market demand, and the created by COVID-19 is also one of the factors of concern. The company has taken initiatives to protect itself and its stakeholders from internal as well as external factors.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. All efforts are being made to make the internal control systems more effective. All business transactions are properly recorded and are in compliance and conformity with the accounting principle and processes.

VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Your Company has cordial relations with its employees. The Company commends the commitment, dedication and competence shown by its employees in all aspects of business. With the growing requirements of the Company, Company has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.

VIII. KEY FINANCIAL RATIOS

	Financial Year
Particulars	31.03.2023	31.03.2022
Current Ratio	7.22	3.91
Debt Equity Ratio	0.37	0.42
Inventory Turnover Ratio	0.03	0.02
Debtors Turnover Ratio	0.03	0.09
Interest Coverage Ratio	5.95	3.58
Operating Profit Margin (%)	37.12%	28.31%
Net Profit Margin (%)	23.11%	15.30%
Return on Net worth	43.47%	51.17%

DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not been followed, thus management’s explanation is not required.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2022-23

.• No. of Complaint received : NIL

•No. of Complaint disposed off : NIL

Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:

Sr. No. Name of Member	Position held in IC Committee
1. Riddhi N. Vaity	Presiding Officer
2. Nagabhushan T. Hegde	Member
3. Shantaram S. Shinde	Member
4. Sangeeta Shyam Jaiswal	External Member

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

In the view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No Particulars	2022-23 (Rs. In Lakhs)	2021-22 (Rs. In Lakhs)
1. Foreign Exchange Earned	23.49	9.59
2. Foreign Exchange Used	12.40	-

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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.

27. SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

28. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the F.Y. 2022-23, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the rules mentioned in the above paragraph to the IEPF, details of which is available on the website of the Company www.swastivinayakaart.co.in.

29. COMPLIANCE OF REGULATION 34(3) AND PARA F OF SCHEDULE V OF THE LISTING REGULATIONS:

Pursuant to regulation 34(3) and Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no shares are lying in demat suspense account/ unclaimed suspense account of the Company as at March 31, 2023.

30. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the company.

b) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

c) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review.

d) Company has not issued equity shares with differential rights as to dividend, voting or otherwise during the year under review.

e) During the year under review Company has not issued any sweat equity shares and shares under ESOP Scheme

. f) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

31. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE Ltd. where the Company’s Shares are listed.

32. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended and confidence reposed in the management.

Registered Office:	By Order of the Board of Directors
303, Tantia Jogani Industrial Estate,	Swasti Vinayaka Art And
J.R. Boricha Marg, Lower Parel,	Heritage Corporation Limited
Mumbai – 400011.
Date: August 11, 2023	Dinesh Poddar
Place: Mumbai	Chairman and Managing Director
	DIN: 00164182