Dear Shareholders,
Your Directors here by present the 37th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st March 2022.
OPERATIONS REVIEW:
| Particulars |
F.Y. 2020-21 |
F.Y. 2019-20 |
| Revenue from Operations |
4588000 |
0 |
| Other Income |
(8358500) |
8350909 |
| Total Revenue |
(3770500) |
8350909 |
| Total Expanses |
8368008 |
5113264 |
| Profit Before Tax |
(12138508) |
3237645 |
| Tax |
0 |
0 |
| Profit after Tax |
(12138508) |
3237645 |
| EPS |
(0.06) |
0.01 |
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS
AFFAIR:
The Company does not have any significant business activity and not carried out any
business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses,
your Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
During the year under review company had issued Bonus shares 1:1 on 5th
February 2022 hence post issue The issued, subscribed and paid up capital of the Company
is Rs. 21,72,00,000/- divided into 21,72,00,00 equity shares of Rs 1/- each.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
MATERIAL CHANGES AND 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 financial year to which the financial statements relate
and the date of the Directors Report.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year 2021-22 is enclosed as an Annexure to
this Boards Report. During the year under review, the company has not provided any
security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. RAMIZ RAFIKBHAI SAYA (DIN: 08190002) was appointed as Additional Directors
(Professional, Non-Executive Director) of the Company w.e.f. 23rd February 2022
and hold the office up to the ensuing Annual General Meeting. The Board considers it
desirable to avail their services. The Company has received notices from members pursuant
to the provisions of Section 160 of the Companies Act, 2013 proposing the appointment of
all such Director of the Company.
Mr. MANJULABEN PARMAR was appointed as an additional director of the company with
effect from 02.12.2021 respectively and hereby appointed an Independent Director of the
Company to hold office for five consecutive years up to the conclusion of the Annual
General Meeting to be held in the calendar year 2027.
Mr. JOY DEEP ROY and Mr. JOY JEET ROY were resigned 23.02.2022. Mr. PRAKASH DATANIYA
was resigned as on 22.07.2022.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year
2021-22 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
AUDITORS AND AUDITORS REPORT:
M/s. Goenka Mehta and Associates, Chartered Accountants, Mumbai (Firm Reg. No.
129445W), Statutory Auditors of the Company to hold office from the conclusion this AGM
until the conclusion of the AGM to be held in the year of 2023, for period of 3 years at
such remuneration and out of pocket expenses, as may be decided by the Board of Directors
of the Company on the recommendation of the Audit Committee.
The observations made by the Auditors in their Auditors Report and the Notes on
Accounts referred to in the Auditors Report are self-explanatory and do not call for any
further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. K. H. & Associates, Company Secretaries in practice to undertake the
Secretarial Audit of the Company.
The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-
| Sr. No. Qualifications made by Secretarial Auditor |
Explanations by the Board |
| a) Acknowledgement for sending the notices of the Meeting of the Board and Committees
are not maintained by the company. |
The notice and agenda for the Board and committee meeting are sent by
the email or hand delivery. The company will ensure to maintain to the acknowledgements
for sending the notice of the meeting of the board and the committee. |
| b) The company has not complied with certain regulation of SEBI (LODR) Regulations,
2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results. |
The company will take necessary steps to comply with the same. |
| c) As per section 138 of the Companies Act, 2013, the Company is required to appoint
Internal Auditor. The Company has not appointed Internal Auditor. |
The size of operation of the Company is very small, it is not viable to
appoint Internal Auditor but the Company has established the internal control system. |
| d) Certain event based E Forms have not been filed by the company in time which were
required to be filed with ROC during the audit period. |
The company will ensure to file all relevant documents in time with ROC
and other authorities as when required. |
| e) Updating of website is pending. |
The company will take necessary steps to update the same. |
| f) As per section 203(l)(i), (ii) & (iii), the Company is required to appoint
Company Secretary, The Company has not appointed Company Secretary after the 30.05.2019. |
The company will take necessary steps to comply with the same. |
| g) The company has not maintained the attendance register for Board and committee
meeting. |
The company will take necessary steps to comply with the same. |
| h) Statutory Register as per companies Act 2013 is yet to be updated. |
The company will take necessary steps to comply with the same. |
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2022 is available on the website of the Company at www.swordedgecommercialsltd.in.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
PARTICULARS OF EMPLOYEES:
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, is
not required to be given as there were no employees coming within the purview of this
section.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. The Company has not received any sexual harassment
related complaints during the year 2021-22.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earning on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for that period;
c) the Directors have taken proper and sufficient care 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;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Boards Report the ratio of the remuneration of each director to the permanent
employees remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
+91-9892691696
