DIVIDEND:
Due to constraints of profit, the Board do not recommend any dividend for the year
2022-23.
REVIEW OF OPERATIONS:
With the surrender of the NBFC certificate of registration to the Reserve Bank of
India, the Company has stopped the business of non-banking finance company. There has been
no fresh issue of any loans during the year. The Company has only been collecting the
outstanding dues from its borrowers. Therefore, there is no business in the Company, has
some non-operating income in the form of rent / lease and dividend.
PUBLIC DEPOSITS:
The Company had neither accepted nor held any public deposits during the year under
review. In pursuance to Clause 5 (Part III) of the Non-Banking Finance Companies (Reserve
Bank) Directions, 1998, your Directors wish to state that as on 31st March, 2023 there are
no depositors who have not claimed or to whom the amount was not paid by the Company after
the date on which the deposits became due for repayment and as on date there are no
deposits that are matured and remained unclaimed or deposits that are claimed and remained
unpaid.
FUTURE PROSPECTS:
After coming out of the non-banking finance business as mentioned hereinabove, the
Company is intending to venture in to real estate and development sector. Plans are afoot
to diversify the activities of the company in to other business sectors.
DIRECTORS:
Smt. Venkata Naga Siva Sushma Muthavarapu (DIN:01890545) is retiring by rotation and
being eligible, offers herself for re-appointment. The Board also recommends the members
to appoint.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (LODR) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
Your directors wish to confirm that:
(i) in the preparation of annual accounts for the year ended 31st March, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
(ii) such accounting policies have been selected and applied consistently and judgments
and estimates are made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at 31st March, 2023 and of the profit of the
company for the year ended on that date;
(iii) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safe guarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) accounts for the financial year ended on 31st March, 2023 are prepared on a
going-concern basis.
(v) internal financial controls to be followed by the Company has been laid down and
such internal financial controls are adequate and are operating effectively; and
(vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to the
financial statements. During the year, such controls were tested and no reportable
material weakness in design or operation were observed.
CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:
Your Company not being a manufacturing company and no active business is carried out,
therefore the Company has no particulars to report in respect of Conservation of Energy
and Technology Absorption as required under rule 8(3) of the Companies (Accounts) Rules,
2014.However, efforts are made to further reduce energy consumption.
STATUTORY AUDITORS:
M/s. Seshadry& Company, Chartered Accountants, the Auditors of the Company, were
appointed as such during the 32nd Annual General Meeting of the Company to hold office
till the conclusion of the 37th Annual General Meeting. Therefore, they hold the office as
statutory auditors of the Company till the conclusion of the 37th Annual General Meeting
of the Company.
AUDITORS REPORT:
The observations made in the audit report are self-explanatory as given in the notes of
accounts attached thereto and do not call for any further comments. The Auditors Report
does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR&REPORT:
The Board has appointed Sri K. Hemachand, Practicing Company Secretary, to conduct the
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the
financial year ended 31st March, 2023 is annexed herewith as "Annexure - I". The
report does not contain any qualification, reservation or adverse remark.
ANNUAL RETURN:
Pursuant to Section 92(3) every company shall place a copy of the annual return on the
website of the company, if any, and the web-link of such annual return shall be disclosed
in the Boards report. Accordingly, the Annual Return of the Company will be placed in the
website of the company at https://www.swarnasecurities.com/annual-report-MGT-9s.php. This
is publicly available in the MCA portal at www.mca.gov.in also.
MEETINGS:
A calendar of meetings is prepared and circulated in advance to the Directors. During
the year Seven Board Meetings and four Audit Committee Meetings were convened and held and
other committees’ meetings were also held; the complete details of which are given in
the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
LISTING:
The shares of the Company were listed in BSE Ltd., Mumbai and the listing fee has been
paid up to financial year 2022-23.
CORPORATE GOVERNANCE:
A detailed report on Corporate Governance along with the certificate from the Auditors
of the Company regarding compliance of Corporate Governance as stipulated under clause 49
of the listing agreement is attached to this report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES/ JV:
The Company does not have any subsidiaries or JVs.
PARTICULARS OF EMPLOYEES:
There are no employees covered in terms of the provisions of section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 to furnish the particulars mentioned in Rule 5(1) thereof.
FOREIGN EXCHANGE INFLOW & OUTGO:
There has been no foreign exchange inflow or outgo in the current year.
RISK MANAGEMENT FRAMEWORK:
Risk management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns. The Companys approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The present financial position of your Company does not mandate the implementation of
corporate social responsibility activities pursuant to the provisions of Section 135 and
Schedule VII of the Companies Act, 2013.The Company will constitute CSR Committee, develop
CSR policy and implement the CSR initiatives whenever it is applicable to the Company.
AUDIT COMMITTEE:
The Board has constituted Audit Committee as per the provisions of Section 177 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are
included in Corporate Governance Report. All their recommendations made by the Audit
Committee were accepted by the Board of Directors.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance and the Directors individually as well as
the evaluation of the working of its Audit and other Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. 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 judgment, 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 who also reviewed the performance
of the Secretarial Department. The Directors expressed their satisfaction with the
evaluation process.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial disclosures. The
Internal Audit Reports were reviewed periodically by Audit Committee as well as by the
Board.
Further, the Board annually reviews the effectiveness of the Companys internal control
system. The Directors and Management confirm that the Internal Financial Controls (IFC) is
adequate with respect to the operations of the Company. A report of Auditors pursuant to
Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal
Financial Controls is annexed with the Auditors report.
NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" has
been constituted to comply with the provisions of section 178 of Companies Act, 2013 and
Regulation 19 of SEBI (LODR)Regulations, 2015 to recommend a policy of the Company on
directors appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters and to
frame proper systems for identification, appointment of Directors & KMPs, Payment of
Remuneration to them and Evaluation of their performance and to recommend the same to the
Board from time to time. The policy is also posted in the investors section of the
companys website.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has been formed pursuant to and in compliance
with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this
Committee is to identify persons who are qualified to become directors and who may be
appointed in senior management of the Company, recommend to the Board their appointment
and removal and shall carry out evaluation of every Directors performance, recommend the
remuneration package of both the Executive and the Non-Executive Directors on the Board
and also the remuneration of Senior Management, one level below the Board. The Committee
reviews the remuneration package payable to Executive Director(s) and recommends to the
Board the same and acts in terms of reference of the Board from time to time.
On the recommendation of the Nomination and Remuneration Committee, the Board has
adopted and frameda Nomination and Remuneration policy for the Directors, Key Managerial
Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and
SEBI Listing Regulations.
The remuneration paid to Directors, Key Managerial Personnel and all other employees is
in accordance with the Nomination and Remuneration policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178 (3) of
the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate
Governance Report, which forms part of this Annual Report.
(b) Familiarization/Orientation program for Independent Directors:
The details of familiarization programs for Independent Directors are also posted on
the website of the Company at https://www.swarnasecurities.com
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
No Loans, Guarantees and Investments under the provisions of Section 186 of the
Companies Act, 2013 are given during the financial year.
DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisions
of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 from the its member and public during the Financial Year.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
Your Company strongly supports the rights of all its employees to work in an
environment, free from all forms of harassment. The Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection
to Employees at the workplace and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe
working environment, where Employees feel secure. The Company has proper procedures in
place to address the concerns and complaints of sexual harassment and to recommend
appropriate action.
The Company has not received any complaint on sexual harassment during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud and
mismanagement if any, in the Company. The details of the Policy are explained in the
Corporate Governance Report and also posted on the website of the Company
https://www.swarnasecurities.com
RELATED PARTY TRANSACTIONS:
During the year under review, there were no related party transactions. Hence, a
disclosure in Form AOC-2 is not applicable. As required under Regulation 46 (2) (g) of
SEBI (LODR) Regulations, 2015, the Company has developed a Policy on Related Party
Transactions in accordance with provisions of all applicable laws for the purpose of
identification and monitoring of such transactions. The Policy on dealing with related
party transactions is available on the website of the Company
https://www.swarnasecurities.com/index.php.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis as stipulated under clause 49
of the listing agreement is attached to this report.
CORPORATE GOVERNANCE REPORT:
The Company has been making every endeavor to bring more transparency in the conduct of
its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a compliance report on Corporate Governance for the year
2022-23 and a Certificate from the Practicing Company is furnished, which form part of
this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No orders passed by the Any Regulator / Courts which would impact the future operations
/ going concern status of the Company.
There are SOP fines levied by the BSE for the delay submission of the disclosures under
LODR Regulations and the same are under correspondence with the BSE.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the Financial Year 2022-23 of the Company
and the date of the report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT TILL THE DATE OF DIRECTORS’
REPORT:
There are no material changes and commitments affecting the financial position of the
company between 31st March 2023 and the date of Board’s Report.
TRANSFER TO RESERVES:
The Company has transferred the net profit to reserves during the financial year under
review.
SHARES AND SHARE CAPITAL:
During the year under review there are no changes in the paid up or authorized share
capital of the Company. The current authorized Capital of the Company is Rs.3,60,00,000
and Paid-up Capital is Rs. 3,00,00,000/- and face value of the equity share is Rs. 10/-
each.
During the year under review no allotments of shares.
DISCLOSURE ON MAINTENANCE OF COST RECORDS AS REQUIRED UNDER SECTION 148(1) OF THE
COMPANIES ACT, 2013:
The provisions of Section 148 with respect to the maintenance of cost records as
specified by the Central Government are not applicable to the Company.
GENERAL DISCLOSURES:
As per Section 134 (3), other applicable provisional of the Companies Act 2013 and the
rules made their under, the following discloser are made by your board of directors:
a. There are no applications filed against the company under Insolvency and Bankruptcy
Code ("IBC") 2016 during the year.
b. No frauds have been reported by the Statutory Auditors under Section 143 of the
Companies Act.
c. No equity shares with differential voting rights were issued during the year.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation to the Companys
customers, Bankers, Financial Institutions and shareholders for their continued support
and faith in the Company. A word of appreciation is also due to the employees of the
Company for their hard work and commitment.
+91-9892691696
