SW Investments Ltd Directors Report

To,

The Members SW Investments Limited

Your Directors present the 44th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

The Companys performance during the financial year ended 31st March, 2024 as compared to the previous financial year, is summarized below:

(? in Lakhs)

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	10.02	10.04
Other Income	6.09	9.27
Total Income	16.11	19.31
Total Expenditure	12.54	15.78
Profit Before Tax	3.57	3.53
Less: Current Tax	0.90	0.84
Short/(Excess) Tax Provision	(2.35)	-
Profit After Tax	5.02	2.69

REVIEW OF OPERATIONS

During the year under review, total income of the Company stood at ? 16.11 lakhs as compared to ? 19.31 lakhs in the previous year. The profit before tax stood at ? 3.57 lakhs as compared to ? 3.53 lakhs in the previous year.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of an Investment Company. There was no change in nature of the business of the Company, during the year under review.

DIVIDEND

During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company.

TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to reserves out of the profits earned during the financial year under review.

SHARE CAPITAL

No change has taken place in the Share Capital of the Company. The Authorized Share Capital of the Company is ? 5,00,00,000 (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) equity shares of ? 10 (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is ? 90,00,000 (Rupees Ninety Lakhs only) divided into 9,00,000 (Nine Lakhs) equity shares of ? 10 (Rupees Ten only) each.

DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. As such, no amount of principal or interest on public deposits was outstanding as on the date of this Report.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANIES

The Company does not have any Subsidiary/Joint Venture/Associate Company and therefore the details of Subsidiary/Joint Venture/Associate Company, in Form AOC-1 for the financial year 2023-24 are not applicable.

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.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Pankaj Jain (DIN: 00048283), Non-Executive Director of the Company, is liable to retire by rotation and being eligible seeks re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

At the 43rd Annual General Meeting held on 31st August, 2023, the Members have approved the re-appointment of Mrs. Lalitha Cheripalli, as the Whole-Time Director of the Company for a period of five years commencing from 30th May, 2024 to 29th May, 2029.

Further, Mrs. Sandhya Malhotra was re-appointed as an Independent Director for a second term of five years to hold office from 30th May, 2024 to 29th May, 2029. During the year under review, Mr. Amit Pitale ceased to be the Chief Financial Officer of the Company with effect from 10th July, 2023. Mr. Pravin Mushaib was appointed as the Chief Financial Officer of the Company with effect from 10th October, 2023.

The certificate under Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) forms part of this Report as Annexure III.

DECLARATIONS BY INDEPENDENT DIRECTORS

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 5 (Five) times during the financial year 2023-24 viz. 30th May, 2023, 11th August, 2023, 10th October, 2023, 3rd November, 2023, and 14th February, 2024 in accordance with the provisions of the Act and the Rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The name of members of the Board of Directors, their attendance at the Board Meetings of the Company and last Annual General Meeting during the period under review is given below:

Name of the Director	Category	No. of Board Meetings attended during the period under review	Attendance at the last AGM held on 31st August, 2023
Mrs. Lalitha Cheripalli	Whole-time Director	5	Yes
Mr. Pankaj Jain	Non-Executive Non-Independent Director	5	Yes
Mr. Gautam Panchal	Non-Executive Independent Director	5	Yes
Mrs. Sandhya Malhotra	Non-Executive Independent Director	5	Yes

Directors Responsibility Statement

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 31st March, 2024, the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) 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 at 31st March, 2024 and of the profits of the Company for the year ended on that date;

c) 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;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) 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;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013

and the SEBI Listing Regulations.

Constitution of the Audit Committee and Meetings held during the year

During the financial year under review, 5 (five) meetings of the Audit Committee were held viz. 30th May, 2023, 11th August, 2023, 10th October, 2023, 3rd November, 2023 and 14th February, 2024. The current composition of the Audit Committee is as follows:

Name of the Committee Member	Category	Position
Mr. Pankaj Jain	Non-Executive Non-Independent	Chairman
Mr. Gautam Panchal	Non-Executive Independent	Member
Mrs. Sandhya Malhotra	Non-Executive Independent	Member

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of Section 178(1) of the Companies Act, 2013 and the SEBI Listing Regulations.

Constitution of the Nomination and Remuneration Committee and Meetings held during the year

During the financial year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were held viz. 30th May, 2023, 10th October, 2023 and 14th February, 2024. The current composition of the Committee is as follows:

Name of the Committee Member	Category	Position
Mr. Gautam Panchal	Non-Executive Independent	Chairman
Mr. Pankaj Jain	Non-Executive Non-Independent	Member
Mrs. Sandhya Malhotra	Non-Executive Independent	Member

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has formulated a policy which inter alia, includes the (a) appointment and remuneration of directors, key managerial personnel and senior management and (b) criteria for determining qualifications, positive attributes and independence of directors. The policy is directed towards a compensation philosophy and structure that will attract, retain and motivate talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The policy is uploaded on the website of the Company at http://sw1india.com/.

Stakeholders Relationship Committee

A Stakeholders Relationship Committee is in existence in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and the SEBI Listing Regulations.

Constitution of the Stakeholders Relationship Committee and Meetings held during the year

During the financial year under review, 4 (Four) meetings of the Stakeholders Relationship Committee were held viz. 30th May, 2023, 11th August, 2023, 3rd November, 2023 and 14th February, 2024. The current composition of the Committee is as follows:

Name of the Committee Member	Category	Position
Mr. Pankaj Jain	Non-Executive Non-Independent	Chairman
Mr. Gautam Panchal	Non-Executive Independent	Member
Mrs. Sandhya Malhotra	Non-Executive Independent	Member

During the financial year under review, the Company has not received any complaint from the shareholders.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial year under review, the Independent Directors met on 27th March, 2024 inter alia, to:

1. Review the Performance of Non-Independent Directors and the Board as a whole;

2. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the Meeting.

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 policy on Corporate Social Responsibility initiatives taken during the year.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof and individual Directors. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism which includes whistle blower policy for Directors and Employees to report genuine concerns to the management of the Company. The whistle blower policy is posted on the website of the Company and may be accessed at http://www.sw1india.com/

RISK MANAGEMENT

The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the system that governs how the Company conducts it business and manages associated risks.

The approach is based on identification, evaluation, and mitigation of operational, strategic and environmental risks, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in the ordinary course of business and on arms length basis. Hence, Form AOC-2 is not required to be furnished. Disclosure on Related Party transactions is provided in notes to financial statements.

PARTICULARS OF EMPLOYEES

During the financial year 2023-24, there were no persons employed, for a part of the financial year or throughout the financial year who were in receipt of remuneration of not less than ? 8.5 lakhs per month or ? 1.02 crores per annum respectively. The Company has one permanent employee.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of the Companies Act, 2013 the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DISCLOSURE WITH RESPECT TO MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The Company has adopted policies and procedures to ensure integrity in conducting business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The internal financial controls with reference to the financial statements were adequate and operating effectively.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

A) STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Bagaria & Co. LLP, Chartered Accountants (Firm Registration No. 113447W/W-100019) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 40th Annual General Meeting held on 30th September, 2020 till the conclusion of the 45th Annual General Meeting to be held in the year 2025. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Mr. Veeraraghavan N., (ACS No. 6911 and COP No. 4334) Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in Form MR-3 is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

C) COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

D) INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management, control and governance processes. The Company has appointed M/s. Sandeep V. Chavan & Co., Chartered Accountants (Firm Registration No. 148937W), as the Internal Auditor. Findings of the Internal Auditor are placed before the Audit Committee, which reviews and discusses the actions taken by the Management.

OTHER DISCLOSURES

Other disclosures as per the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended 31st March, 2024 is available on the website of the Company at http://www.sw1india.com/.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of activities the Company is engaged into, the Company is not required to furnish information as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earnings: NIL

ii) Foreign Exchange Outgo: NIL

Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013 and all other applicable laws, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

MEANS OF COMMUNICATION

The Company maintains a website http://sw1india.com/, with a dedicated section ‘Investor Corner. The Quarterly Unaudited Financial Results and the Annual Audited Financial Results of the Company are published in the widely circulated national and local newspapers viz. Free Press Journal and ‘Navshakti. All periodical information, including the statutory filings and disclosures, are filed with BSE Limited. A separate e-mail id cosec@sw1india.com has been designated for the purpose of registering complaints by shareholders or investors.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the paid up equity share capital of the Company is ? 90,00,000 and the net worth of the Company as on 31st March, 2024 is ? 6,39,01,575. Hence, the provisions of Corporate Governance are not applicable to the Company.

CODE OF CONDUCT AND BUSINESS ETHICS

The Company has adopted a Code of Conduct and Ethics for the Board of Directors and Senior Management of the Company. Pursuant to Regulation 17 of the SEBI Listing Regulations, the Code of Conduct has been posted on the Companys website. The Company has received confirmations from the Directors and Senior Management regarding compliance with the Code of Conduct for the financial year ended 31st March, 2024. A certificate by the Whole-time Director, on the compliance declarations received from the Members of the Board and Senior Management is annexed as Annexure II to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms a part of the Annual Report.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION

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.

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.

For and behalf of the Board of Directors of SW Investments Limited

	Lalitha Cheripalli	Pankaj Jain
	Whole-time Director	Non-Executive Director
Mumbai, 27th May, 2024	(DIN: 07026989)	(DIN: 00048283)