Swiss Military Consumer Goods Ltd Directors Report.

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MANAGEMENT DISCUSSION AND ANALYSIS

TO THE MEMBERS OF

NETWORK LIMITED

Your Directors have pleasure in presenting their 31stAnnual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS

The Financial Highlights of the Company for the financial year ended on 31stMarch 2020, as compared to the previous year are summarized below: -(Rs in Lacs)

PARTICULARS 31st March 20 31st March 19
Revenue from operations 353.07 503.14
Other Income 53.28 0.99
Total Expenditure 425.90 545.89
Profit / (Loss) before Tax & Exceptional Items (19.55) (41.76)
Profit / (Loss) after Tax & Exceptional Items (19.55) (41.76)
Other Comprehensive Income (154.59) -
Total Comprehensive Income for the period (174.14) (41.76)

During the financial year under review, the company has incurred an operational loss of Rs.19.55 lac against theloss of Rs. 41.76 lac in previous year. With the expansion of business activities of the company the management of your company expects improvement in the current year coupled with the growing economic scenario and market conditions.

The Board of Directors have decided to expand the scope of main objects of the company with the addition (i) to carry on the business as importers, exporters, merchants, collaborator, franchise, supplier, commission agents, representatives, distributor, sale agent and sub agent through online and/or offline distribution channel, in respect of all kinds of life style and consumer products and allied items" and (ii) to develop, provide, manufacture, import, export, distribute and otherwise deal in Radio Frequency Identification (RFID) logistics and/or container seals and other related Products.To give effect to the above, the necessary steps have been initiated.

FUTURE PROSPECTS

The company and its management have been taken over in September 2020 by Anushi Retail LLP, Swiss Military Lifestyle Products Private Limited, Mr. Anuj Sawhney and Mrs. Ashita Sawhney, through an open offer pursuant to and in compliance with applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Post the takeover, the promoters holding is 72.42%.

The company has started trading and marketing of various lifestyle products such as travel gear, baggage, leather accessories, sunglasses, electronics, protective masks and other related products under the brand "SWISS MILITARY". The brand has made a strong presence in 26 countries globally in the past 30 years of the brands existence. The products under "Swiss Military" brand are being sold in over 600 retail stores across the globe in various product segments. In the Indian context, the brand has presence in the Corporate Gifting, Online, Inflight and LFR segment.

The management is confident of a strong year ahead for the busines operations of the company with the expansion of new business activities.

ECONOMIC SCENARIO

India has had, at least till this report was written, globally the lowest per capita number of Covid-19 cases and deaths. Perhaps, China can only compare their per capita impacted cases to India. In India, it could have been a healthcare calamity, if the government had not imposed a complete lockdown. On an optimistic note, this will mean that the gradual opening up of the lockdown may result in a relatively faster normalization of activity having averted what may have been substantially higher pain of loss and hopelessness. Perhaps, the biggest opportunity for India could be that many manufacturers want to move out of China as a strategy for de-risking. Japan has announced a USD 2 billion subsidy for such shifts of capacity. Government of India must invite foreign companies with open hands and lay out the red carpet for them. In all areas of government which work with business i.e. Taxation, FDI, Judiciary and Labour, India must become as competitive as Vietnam, Thailand, Malaysia and Indonesia. The Asian Tigers cannot be the sole winners in this mega metamorphosis of manufacturing relocation. India has to endeavor to become the most attractive destination. It is imperative that India creates employment opportunities and higher distributable income in the hands of individuals, especially millennials, for consumption to grow. Manufacturing must make a comeback in India if GDP growth has to once again rise above 7%.

Your Company is seeking great opportunities in its business segment considering the expected economic development & growths initiatives taken by the government.

INDUSTRY STRUCTURE AND DEVELOPMENT

The outbreak of the pandemic COVID-19 globally and in India compelled the Government to impose a nationwide lockdown, bringing economic activities to a halt. It has radically altered the economic landscape and increased volatility in the global capital markets. The after-effects of such a pandemic will continue to show on the financial and capital markets for a substantial amount of time.

The Government of India and Reserve Bank of India announced various measures such as the concession in TDS rates, moratorium on servicing of term loans, determination of default in servicing of debt etc. to deal with such unprecedented circumstances to revive the economy.

Apart from the above measures, various relaxations have also been granted by Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) to reduce the inordinate amount of logistical and practical burdens. The regulators have taken measures to enable companies to carry on their operations and protect the interests of investors. The Indian equity indices have tracked the global markets with near perfect correlation. The Sensex peaked to its all-time high on 20thJanuary, 2020 to 42,274 level and thereafter corrected sharply to 25,639 on 24th March, 2020 (a fall of 39% in two months). The Index has moved up from those lows to around 32,000 in the month of May, 2020. Many read this up move as a "Bear market rally", which is always also sharp upwards but may not sustain over the year. Many others believe that with the opening up of the economy, a promising monsoon, substantially higher global liquidity, the financial support of the RBI and the Finance Ministry, the markets may remain in an uptrend for the better part of the year.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year ended 31st March, 2020.

SHARE CAPITAL

During the year under review, there was no change in the Companys issued, subscribed and paid-up share capital. On March 31, 2020, it stood at Rs. 9,82,96,996 divided into 4,91,48,498 Equity Shares of Rs. 2 each.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 during the year under review.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not granted any loans, secured or unsecured, guarantee to companies, firm or other parties covered under section 186. Particulars of Investments has been disclosed in financial statement of the Company.

CHANGE OF NAME

Consequent to proposed expansion of business activities of the company in addition to the existing business activities, the board of directors has also proposed to change the name of the company from "NETWORK LIMITED" to "SWISS MILITARY CONSUMER GOODS LIMITED" subject to the compliance of regulatory provisions. The name has been made available by Registrar of Companies CRC.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Ashok Sawhney, Mr. Aman Sawhney, Mr. Pankaj Shrimali and Mr. Gauri Shanker Goyal ceased to be the Directors of the Company. The Board of Directors places on record its appreciation of their valuable support and guidance to the Board during their tenure.

Mr. Anuj Sawhney, and Mrs. Ashita Sawhney, appointed by the Board as additional Directors of the company at their meeting held on 23rd September, 2020. The regularization of these two additional directors will be conducted at the ensuing Annual General Meeting of the Company by the shareholders.

Brief resumes of the Directors who are proposed to be regularization/appointed at the forthcoming Annual General meeting, as requiredas per SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is provided in the notice convening the AnnualGeneral Meeting of the Company.

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 6 (Six) times in the FY2019-20. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two

Board Meetings was within the period prescribed under Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 134 (5) OF THE COMPANY ACT, 2013

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed: a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed; b. that 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 as at March 31, 2020 and of Profit and Loss Account of the Company for that period; c. that 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; d. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2020 on a going concern basis; e. that the Directors have 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. that 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.

BOARD EVALUATION

In terms of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors were carried out by Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees.

The process of evaluation is explained in the CorporateGovernance Report.

COMMITTES OF BOARD

Currently, the Board has three committees: the audit committee, stakeholders grievance committee and nomination and remuneration committee. The details of the committees along with the meetings held during the year are covered in corporate governance report.

AUDITORS & AUDITORS OBSERVATIONS Statutory Auditors

M/s. B.K Sood & Co., Chartered Accountants (Firm Registration No. 000948N), the Statutory Auditors of the Company were appointed by the members at the 28th Annual General Meeting of the Company for a term of initial term of 5 years i.e. from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company pursuant to section 139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. B.K Sood & Co., Chartered Accountants (Firm Registration No. 000948N), Statutory Auditors on the financial statement of the Company for the year 2019-20 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditor

Mr. Vikash Kumar Singh of V K Singh& Co., Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit report for FY. 2019-20 in form MR-3 part of the Annual Report as Annexure A of the Board Report. The report does not contain any qualification.

EXTRACTS OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - B to this Report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the companys policies, 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 disclosures.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not involved in any manufacturing or processing activities and did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard in accordance with provisions of the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not required.

There are no foreign exchange earnings or outgo during the current financial period.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

RELATED PARTY TRANSACTIONS

During the year ended March 31, 2020, there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties has been disclosed in the financial statements of the Company. In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a policy to determine Related Party Transactions.

VIGIL MACHANISM / WHISTLE BLOWER POLICY

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

CODE OF CONDUCT

The Company has a well defined policy, which lays down procedures to be followed by the employees for ethical professional conduct. The code of conduct has been laid down for all the Board Members and Senior Management of the Company. The Board members and Senior Management personnel have affirmed compliance with the Companys code of conduct for the year 2019-20. This code has been displayed on the Companys website.

HUMAN RESOURCE AND INDUSTRY RELATIONS

The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people. The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to value aimed at enhancing an organizations brand and reputation. This is ensured by ethical business decisions and conduction business with a firm commitment to value, while meeting stakeholders expectations. At Network, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

In terms of the listing agreement with Stock Exchange, we comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. Several aspects of the Act, such as vigil mechanism and code of conduct, have been incorporated into our policies.

The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/- Sd/-
UMONG SETHI VIJAY KALRA
DIRECTOR DIRECTOR
Date: 26/10/2020
Place: New Delhi

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