swastika investmart ltd share price Directors report

Dear Shareholders Swastika Investmart Limited

Your Directors are pleased to present the 31^st Annual Report on the business and operations of Swastika Investmart Limited along with Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2023.

1. State of Affairs and Financial Performance:

1.1 Financial Highlights and Summary of Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

(Amount in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31st March 2023	Year ended 31st March 2022	Year ended 31st March 2023	Year ended 31st March 2022
Total Income	8569.64	7715.10	8860.59	8319.40
Total Expenditure	7771.02	6564.33	8024.45	6966.89
Profit/(Loss) before exceptional and extraordinary items & tax	798.62	1150.77	836.14	1352.51
Exceptional & Extraordinary Item	0.00	0.00	0.00	0.00
Profit/(Loss) before tax Less : Provision for Tax	798.62	1150.77	836.14	1352.51
Current Tax of current year	203.56	298.15	215.98	345.58
Current Tax earlier year	1.35	1.70	5.43	4.26
Deferred Tax	(0.15)	(4.98)	(0.05)	(4.34)
Profit/(Loss) after tax	593.86	855.90	614.78	1007.01
Other comprehensive Income (Net of Tax)	(8.36)	237.20	(8.36)	381.38
Total Comprehensive Income	585.50	1093.10	606.42	1388.39
Paid up Equity Share Capital	295.97	295.97	295.97	295.97
Earnings per share (10/- each) Basic & Diluted (in )	20.06	28.92	20.77	34.02

1.2 Operational and State of Companys Affairs

• On a standalone basis, your company has recorded revenue from operation of Rs. 8546.11 Lakhs for the financial year ended 31st March 2023 as against Rs. 7678.43 Lakhs in the previous year, reflecting an increase of 11.30%.

• The company reported standalone net profit before other comprehensive income of Rs. 593.86 lakhs as against previous year in which Company posted net profit before other comprehensive income of Rs. 855.90 Lakhs, reflecting the decrease of 30.61% due to increase in HR cost and booking of bad debts in Profit & Loss Account.

• On a consolidated basis, your company has recorded revenue from operation of Rs. 8833.53 Lakhs for the financial year ended 31st March 2023 as against Rs. 8278.76 Lakhs in the previous year, recording an increase of 6.70%.

• Your company reported consolidated net profit before other comprehensive income of Rs. 614.78 lakhs as against previous year in which Company posted net profit before other comprehensive income of Rs. 1007.01 Lakhs, reflecting the decrease of 38.95% due to increase in HR cost and booking of bad debts in Profit & Loss Account. The consolidated financials reflect the cumulative performances of Swastika Investmart Limited along with its wholly owned subsidiaries. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

1.3 Future Outlook

Our strategy to diversify our business model towards more sources of annual income is showing definite results. The annual nature of earnings in the new businesses like investment banking businesses and insurance broking business has brought in visibility of our earnings. Our businesses have stood strong in the volatile year of FY2022-23 while maintaining operating parameters. Our brand is now being recognized across each of our businesses. The opportunity size in all our business segments is still huge, and our businesses are well placed to benefit from the growth potential they offer.

1.4 Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web link https://www.swastika.co.in/Admin/InvestRelation/Form MGT 7 Website SIL 2023.pdf

2. Number of Meetings of The Board, its Committees & AGM

The Board met 5 times during the FY 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

Further, Annual General Meeting of the Company for financial year 2021-22 was held on 26^th July, 2022.

3. Dividend

Based on the Companys performance and keeping in mind the shareholders interest the Board of Directors are pleased to recommend a final dividend of 20% i.e, Rs.2/- per Equity Share of face value Rs. 10/- each fully paid up aggregating to Rs. 59.19 lacs for the financial year 202223, subject to approval of the members in ensuing 31^st Annual General Meeting.

Amount Transferred to Investor Education and Protection Fund

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date of transfer to Unpaid Dividend Account of the Company. Hence, during the Financial Year 2022-23 unpaid/unclaimed dividends of Rs.0.73 Lakhs relating to financial year ended 2014-15 were transferred to the Investor Education and Protection Fund.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. Accordingly, during the financial year 2022-23, the Company has transferred 1600 equity shares related to dividend declared for financial year 2014-15 to account of IEPF Authority.

Details of Nodal Officer

The Company has appointed Ms. Shikha Agrawal, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at https://www.swastika.co.in/Admin/InvestRelation/Details%20of%20Nodal%20Officer%20under%20Rule%207.pdf.

4. Amounts transferred to Reserves

During the year under review, your Company has transferred Rs. 1000.00 lakhs to General Reserves out of the Profit available for appropriation.

5. Deposits

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Details of Deposits which are not in compliance with the requirements of Chapter V of the Act: Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non compliance with the requirements of Chapter V of the Act.

Disclosure of Unsecured Loan from Directors

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2022-23.

6. Subsidiary Companies, Joint Ventures or Associate Companies

As on 31st March 2023, the Company had three wholly - owned subsidiaries i.e.;

1. Swastika Fin-Mart Private Limited

2. Swastika Insurance Broking Services Limited and,

3. Swastika Investmart (IFSC) Private Limited.

There are no associate companies or joint venture Companies within the meaning of Section 2(6) ofthe Act. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2022-23.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of all the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.swastika.co.in. Further, audited financial statements together with related information of each of the subsidiary companies have also been placed on the website of the Company at www.swastika.co.in

In terms of Section 136 of the Companies Act, 2013 (the Act), financial statements of the subsidiary companies are not required to be sent to the members of the Company.The Company shall provide a copy of the annual accounts of its subsidiary companies to the members of the Company on their request. The annual accounts of its subsidiary companies will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiaries have been furnished in Notes forming part of the Accounts.

Material Subsidiary

Swastika Fin-mart Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015 as amended from time to time. The Policy has been uploaded on the Companys website at https://www.swastika.co.in/Admin/InvestRelation/Policv%20for%20determining%20material%20subsidiarv%20companies.pdf

7. Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2023. The Consolidated Financial Statements form part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and forms part of this Annual Report.

8. Details of Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015.

During the Financial Year 2022-23, there was no change in the Directors of the Company.

Further, during the financial year, Board of Directors in their Meeting held on 29th June, 2022 upon recommendation of Nomination and Remuneration Committee, considered re-appointment of Mr. Chandrashekhar Bobra (DIN : 00209498) as Non-Executive Independent Director of the Company for 2nd term of five years w.e.f. 1st August, 2022 to 31st July, 2027 which has been subsequently approved by members in 30th Annual General Meeting held on 26th July, 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Anita Nyati, Whole Time Director, (DIN: 01454595) retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment. However, her term is fixed and shall not break due to this retirement. Your Directors have recommended her appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

Further during the current financial year 2023-24, on recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on 20th July, 2023 approved the appointments of Mr. Tarun Kumar Baldua (DIN: 02212645) and Mr. Anshul Agrawal (DIN: 08058452), as an Additional as well as Non-Executive Independent Directors on the Board of Directors of the Company with effect from 20th July, 2023 to hold office up to the date of the ensuing Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the said Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 20th July, 2023 to 19th th July, 2028 (both days inclusive). The Company has received the requisite Notice from Members in writing proposing their candidature for appointment as a Non-Executive Independent Director of the Company.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Sunil Nyati (DIN: 00015963), Chairman & Managing Director;

2. Mrs. Anita Nyati (DIN: 01454595), Whole Time Director;

3. Mr.Mahendra Kumar Sharma, Chief Financial Officer;

4. Ms. Shikha Bansal, Company Secretary and Compliance officer

Disqualifications of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

9. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) as amended from time to time. Further in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("MCA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test.

10. Directors Responsibility Statement

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-

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

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

11. Familiarization of Independent Directors

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://www.swastika.co.in/Admin/InvestRelation/Familiarization%20Programme%20for%20Independent%20Directors%202022-23.pdf

12. Meeting of Independent Directors

The Independent Directors met once during the year as on 25th January, 2023. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. Committees of the Board of Directors

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mr. Raman Lal Bhutda (DIN: 01789675 ) Chairman, Mr. Chandrashekhar Bobra (DIN: 00209498 )and Mr. Sunil Chordia (DIN: 00144786). The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

(iii) Corporate Social Responsibility Committee (dissolved w.e.f. 1^st April, 2023)

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

14. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance, its directors, and that of its committees

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (where in the concerned Director being evaluated did not participate) based on the criteria and framework adopted by the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. The Board approved the evaluation results as collated by Nomination and Remuneration Committee ("NRC").

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 25th January, 2023 reviewed the following:

• Performance of Non-Independent Directors and the Board and the Committee as a whole

• Performance of the Chairperson of the Company.

• Assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has not appointed any Independent Director in the Company, however re-appointment of Mr. Chandrashekhar Bobra (DIN: 00209498) as Non-Executive Independent Director of the Company for 2nd term of five years was made w.e.f. 1st August, 2022 to 31st July, 2027. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

15. Particulars of Loan, Guarantees and Investments u/s 186

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 disclosure on particulars relating to Investment are stated in Note No. 6 of financial statement. Details of loans given by the Company are stated in Note No. 5 of financial statement. Loans , guarantees and investment are within the limit of section 186 of the Companies Act, 2013. Loans and investments were made for the purpose of maximum optimum return.

16. Particulars of Contracts or Arrangements with Related Parties

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at

https://www.swastika.co.in/Admin/InvestRelation/Policv%20on%20Related%20Partv%20Transactions.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of

Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis

All Related Party Transactions entered during the year 2022-23 were in Ordinary Course of the Business and at Arms Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies (Accounts) Rules, 2014, in Form AOC- 2 is set out as Annexure-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report & Annual Accounts 2022-23.

17. Conservation of Energy, Technology absorption,Foreign exchange earnings and outgo

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgoing are not applicable.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:-

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) the steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible

(iii) The capital investment on energy conservation equipments:- Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Technology is a driving force at Swastika. We leverage technology at every level to drive change across the organisation. Whether it is to improve the customers account opening experience, or their ability to choose the right investment strategies, or to ease the life of our internal employees and departments, we use technology to continuously improve our processes to achieve these goals.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): - The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development:-

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

18. Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

The Company follows a robust system of internal controls to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees,including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

19. Corporate Social Responsibility (CSR)

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed Rupees 50 lacs (Fifty lakh), the requirement under sub-section (1) of Section 135 of the Companies Act 2013,

constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. At present company is not required to constitute any CSR committee as CSR amount is less than Rs. 50 Lacs. Therefore, Board of Directors of the Company in their meeting held on 25th January, 2023 has dissolved the CSR committee of Board of Directors of the Company w.e.f. 1st April, 2023 and amended CSR policy accordingly.

The Companys CSR Policy is available on the Companys web-link:

https://www.swastika.co.in/Admin/InvestRelation/Policv%20On%20Corporate%20Social%20Responsibilities.pdf

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

During the financial year ended 31st March, 2023; the Company has not performed any CSR activity because during the preceding financial year 2021-22 company had spent excess amount of Rs. 15.90 lakhs which has been brought forward to this year 2022-23 as per provision of Rule 7 (3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, Detailed information report on the CSR policy and the CSR initiatives taken during financial year 2022-23 is given in Annexure-C.

20. Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at

https://www.swastika.co.in/Admin/InvestRelation/Nomination%20And%20Remuneration%20Policv.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date , is annexed as Annexure-D and forms an integral part of the Board Report.

None of the employee of the company is drawing more than Rs. 102.00 Lakhs per annum or Rs.8.50 Lakhs per month for the part of the year, during the year under review. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable during the year under review

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of section 136(1) of the Act.

Pursuant to Section 197(14) of the Companies Act, 2013 Neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

21. Report on Corporate Governance & Management Discussion Analysis

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing Company Secretary L.N. Joshi and Company confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. Disclosure on establishment of Vigil Mechanism/Whistle Blower Policy

The Company has a whistle blower policy for Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web-link:- https://bit.lv/3AbfOJ3 No Person has been denied access to the Audit Committee.

23. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for year ended March 31, 2023. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-E and forms an integral part of this Report

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following with Board explanation:-

Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities: The Company is in process to obtain referred policy but till date no insurance company is agreed to provide the same.

During the financial year SEBI and Exchanges observed some technical and operational discrepancies under the SEBI Act, 1992, SCRA, 1956 and other applicable circulars and regulations, in capacity of stock/commodity broker and accordingly authorities have imposed total penalty of Rs. 13.42 Lacs (including settlement amount of Rs. 8 Lacs towards trade in illiquid stock options) in normal course of action which has been paid by the Company on due dates.

During the year SEBI did joint inspection with MCX/NCDEX for the period from April, 2020 to June, 2021 and imposed the penalty of Rs. 3.64 Lacs for which company had made submission for the same and matter is still pending.

SEBI and NSE/BSE did joint inspection for the period from April, 2020 to June, 2021 and found some operational observations, accordingly imposed penalty of Rs. 15.00 Lacs under SCRA, 1956 and SEBI Act, 1992 and against the order of adjudication officer , the company has paid the penalty in under protest and appeal is pending before SAT.

Further Board of Directors of the Company informed that there is no impact of the SEBI/ Exchange Order on the operation of the Company with respect to routine and operating matter of the Company and there is no material impact on the revenue and fundamentals.

24. Secretarial Audit of Material Unlisted Subsidiary Company

Swastika Finmart Private Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Swastika Finmart Private Limited for the Financial Year 2022-23 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of Swastika Finmart Private Limited submitted by L.N. Joshi & Company, Practicing Company Secretaries is annexed as Annexure-F and forms an integral part of this Report

25. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

26. Statutory Auditors

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, Sahaj & Company, Chartered Accountants (Firm Registration No. 020149C), were appointed as Statutory Auditors of your Company, for a term of five years till conclusion of the 33rd Annual General Meeting (AGM to be held in financial year 2024-25) of the Company. However Sahaj & Company, Chartered Accountants have resigned from the post of statutory Auditors with effect from 20th July, 2023.

Further pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and on the recommendation of the Audit Committee, the Board of directors in their meeting held on 20th July, 2023 has appointed Fadnis & Gupte LLP, Chartered Accountants, Indore (Firm

Registration No.006600C/C400324) as Statutory Auditors to fill the casual vacancy caused by the resignation of Sahaj & Company, Chartered

Accountants w.e.f. 21^st July, 2023. The appointment of Fadnis & Gupte LLP, Chartered Accountants as Statutory Auditors is subject to the

approval of the shareholders in ensuing General Meeting of the Company.

Your Board seeks confirmation from members for the ratification of appointment of statutory auditors by the Board for the year 2023-24 in ensuing annual general Meeting and also proposes to appoint Fadnis & Gupte LLP, Chartered Accountants as statutory auditors of the company from the conclusion of 31st Annual General Meeting until the conclusion of 36th Annual General Meeting of the Company for financial year 2027-2028 in forthcoming Annual general Meeting.

The written consent and a Certificate to the effect that their appointment, if made, would be in accordance with the conditions as prescribed under the Act, has been received by the company.

Explanation to Auditors Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

27. Internal Auditors

The Board of Directors have appointed Anshul K Jain & Associates, Chartered Accountant, as Internal Auditors in place of Vinod Rekha & Company w.e.f. 25th July, 2022 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

28. Cost Audit

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

29. MD/CFO Certification

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

30. Code of Conduct

The Board of Directors has laid Code of Conduct ("the Code") for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at http://bitly.ws/Rs4s

All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

31. Statement indicating development & implementation of Risk Management Policy

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

32. Material changes & commitments, if any affecting the Financial Position of the Company

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards Report.

33. Environment and Safety

The Company is engaged in the industry of providing services and not manufacturing of any goods, hence is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

34. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Committees (IC) was duly constituted in accordance with the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

Further regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace. During the year, the committee has not received any complaint pertaining to sexual harassment.

35. Listing of Shares

The shares of the Company are listed on BSE Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

36. Insurance

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of security broking.

37. Compliance of Secretarial Standard

Your Company is in compliance 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 Act.

38. Depository System

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

39. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> As on 31stMarch 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2023.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Boards Report of the Company during the year under review.

40. Acknowledgment and Appreciation

Your directors take this opportunity to thank all the members, customers, vendors, investors, bankers and other stakeholders for their confidence and continued support during the financial year 2022-23. Directors place on record their appreciation to the contribution made by employees through their hard work, dedication, competence, support and co-operation towards the growth of the Company.

Place: Indore	For and on behalf of the Board of Directors
Date: 20th July, 2023	SWASTIKA INVESTMART LIMITED
	Sunil Nyati	Anita Nyati
	Chairman &MD	Whole Time Director
	DIN: 00015963	DIN:01454595