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Directors Report of SW Investments Ltd.

Mar 31, 2015

Dear Members,

The Directors take the privilege of presenting the 35th Annual Report and Audited Accounts for the year ended 31st March 2015 to the members of the Company.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars For the year ended For the year on ended on 31.03.2015 31.03.2014

Total Income 51.20 60.12

Total Expenditure 21.83 13.74

Depreciation 0.00 0.02

Profit Before Tax 29.37 46.38

Provision for Tax & 9.03 14.41 Deferred Tax

Profit After Tax 20.33 31.97

During the year under review, the total revenue earned is Rs.51.20/- Lacs compared to previous year's revenue of Rs. 60.12/- Lacs. The profit before tax stands at Rs. 29.37/- Lacs as compared to Rs. 46.38/- Lacs during the previous year.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 0.50/- per Equity share on 9,00,000 Equity Shares of Rs. 10/- each amounts to Rs. 4,50,000/- (Rupees Four Lakh Fifty Thousand Only) including dividend distribution tax of Rs. 91,611/- out of the profits of the Company for the financial year 2014-15 for the approval of shareholders.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2014-15.

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

The Company does not have any Subsidiary/Joint Venture/Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements of the Company for the financial year ended 31st March, 2015.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with provisions of section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement, the Board of Directors of the Company has appointed existing Independent Directors viz. Mr. Hiten Shah and Mr. Mahadevan Kalahasthi as Independent Director each for a consecutive term of 2 years with effect from 22nd September, 2014.

Mr. Kamalkishor Vyas, Director of the Company retire by rotation and being eligible seeks re- appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

On the recommendation of Nomination and Remuneration Committee, Mrs. Vandana Kacholia, was appointed as Company Secretary.

Mrs. Vandana Kacholia, Company Secretary of the Company is appointed as Additional Director of the Company in the meeting of Board of Directors held on 26th May, 2015. Mrs. Kacholia holds office of directorship upto the ensuing Annual General Meeting of the Company. Your Director recommends her appointment as Director in the forthcoming AGM of the Company.

Declarations 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 Clause 49 of the Listing Agreement.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met 4 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

Corporate Social Responsibility Committee

The provisions of section 135 of the Companies Act 2013 are not applicable to the Company, hence, the Company is not required to develop and implement any Corporate Social Responsibility initiatives.

Other Board Committees

For details of other board committees viz. Stakeholder's Relationship Committee and others, kindly refer to the section on Corporate Governance.

Annual Evaluation of Directors, Committee and Board

The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and perform. The overall performance of the Board was satisfactory.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of section 177(9) of the Companies Act, 2013 read with revised clause 49 of the listing agreement, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at www.sw1india.com.

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished.

PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 ("Act"), your Directors confirm that:

a. In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, the Board of Directors hereby confirms that:

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

c. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profits of the Company for the year ended on that date;

d. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

e. the annual accounts of the Company have been prepared on a going concern basis;

f. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

AUDITORS AND THEIR REPORTS

Statutory Audit

In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s MBAH & Co. Chartered Accountants who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for second term of 5 years commencing from ensuing AGM of the Company. They have offered themselves for reappointment and if appointed, the appointment would be within the limits prescribed under section 139 of the Companies Act, 2013.

The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer. Secretarial Audit

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 as "Annexure I" for the FY2014-15 forms part to this report. In respect of the observation made the auditor is the report, Directors would like to state that the Company is in process of appointing CFO of the Company.

OTHER DISCLOSURES

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

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure II".

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

As the Company is not a manufacturing company, the Directors have nothing to report under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: Rs. NIL

ii) Foreign Exchange Outflow: Rs. NIL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Service of documents through electronic means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered with respective depositories or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

ACKNOWLEDGEMENT AND APPRECIAITON

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Company.

On behalf of the Board of Directors of SW Investments Limited

Mumbai, 26th May, 2015 Chairman Kamalkishor Vyas (DIN: 00008898)


Mar 31, 2014

To the Members,

The Directors take the privilege of presenting the Annual Report and Audited Accounts for the year ended 31st March 2014 to the members of the Company.

FINANCIAL RESULTS: (Rs.in Lacs) Particulars For the Year ended on For the Year ended on

31.03.2014 31.03.2013

Total Income 60.12 33.08

Expenditure 13.74 16.71

Profit before Tax 46.38 16.36

Less: Provision for Tax 14.41 5.78

Profit after Tax 31.97 10.58

PERFORMANCE

During the year under review, the Company has earned Total Income of Rs. 60.12/- Lacs and a Net Profit of Rs. 31.97 Lacs as compared to the total income of Rs. 33.08 Lacs and Net Profit of Rs. 10.58 Lacs in the previous year.

DIVIDEND

The Board of Directors have recommended Final dividend of 5% i.e. Rs. 0.50/- per Equity share for the F.Y. 2013- 14 to be paid on outstanding 9,00,000 Equity shares amounting to Rs. 4,25,000/-(Rupees four Lac Twenty Five Thousand only) for the approval of shareholders.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

DIRECTORS

Re-appointment: Mr. Pankaj Jain retires by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

AUDITORS

M/s MBAH & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for remaining period of 1 year out of his consecutive term of 5 years starting from Financial Year 2014-2015 onwards. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 139(1) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of Section 141(3) of the said Act.

The Board of Directors recommends the re-appointment of Statutory Auditors for remaining period of 1 year out of his consecutive term of 5 years starting from 2014-2015 onwards, for your approval.

SECRETARIAL COMPLIANCE REPORT

Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is attached to this Report. CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, the report on Corporate Governance is attached to this Report.

CHANGE OF NAME

During the period under review, the Company has changed its name from "Sunteck Wealthmax Investments Limited" to "SW Investments Limited" with effect from 22nd October 2013.

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS UNDER SECTION 180(1)(a) AND 180(1)(c)

Pursuant to the notification issued by Ministry of Corporate Affairs on 12th September, 2013, the Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions under section 180(1)(c) read with section 180(2) of the Companies Act, 2013, to grant authority to the Board of Directors for increasing the borrowing powers of the Company and under section 180(1)(a) of the Companies Act, 2013 to grant authority to the Board of Directors to create charge/ hypothecate/ mortgage property of the Company, which were duly passed and approved by the members of the Company with requisite majority on 31st March 2014.

STATUTORY DISCLOSURES

a) Particulars of the employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as none of the employees come under the purview of these provisions.

b) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998:

i) Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo: - The Company has neither spent nor earned any foreign exchange during the year under review.

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

b. The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the Profit and Loss Account of the Company for the period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

For and on behalf of the Board Sd/- Mumbai: 30th May, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors take the privilege of presenting the Annual Report and Audited Accounts for the year ended 31st March 2013 to the members of the Company.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars For the Year ended on For the Year ended on 31.03.2013 31.03.2012

Total Income 33.08 52.20

Expenditure 16.71 22.66

Profit before Tax 16.36 29.54

Less: Provision for Tax 5.79 9.31

Profit after Tax 10.58 20.24

PERFORMANCE

During the year under review, the Company has earned Total Income of Rs.33.08 Lacs and a Net Profit of Rs.10.58 Lacs as compared to the total income of Rs.52.20 Lacs and Net Profit of Rs.20.24 Lacs in the previous year.

DIVIDEND

The Board of Directors have recommended Final dividend of 5% i.e. Rs. 0.50/- per Equity share for the f.y. 2012-13 to be paid on outstanding 9,00,000 Equity shares amounting to Rs.4,50,000/-(Rupees Four Lakh Fifty Thousand only) for the approval of shareholders.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

DIRECTORS

Re-appointment: Mr. Kamalkishor Vyas retires by rotation and being eligible seeks re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

Resignation: Mr. Laxminarayan Vyas, Director resigned w.e.f 10th November 2012. The Board places on record of its sincere appreciation for the contribution made by Mr. Laxminarayan Vyas.

AUDITORS

M/s MBAH & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Board of Directors recommends the re-appointment of Statutory Auditors for the financial year 2013-14 for your approval.

SECRETARIAL COMPLIANCE REPORT

Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is attached to this Report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, the report on Corporate Governance is attached to this Report.

STATUTORY DISCLOSURES

A) None of the employees of the Company comes under the provision of Section 217(2A) of the Companies Act, 1956.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988

i) Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as the Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo: - There are no foreign exchange earnings or any foreign outgoings during the year under report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956 ("Act") the Directors confirm that:

1. in the preparation of the Annual Accounts for the year ended on 31st March 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 on the 31st March 2013 and of the profit or loss of the Company for the year ended on 31st March 2013;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.



For and on Behalf of the Board



Sd/-

Mumbai: 30th May, 2013 Chairman


Mar 31, 2012

The Directors submit the Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March' 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars For the Year ended on For the Year ended on 31.03.2012 31.03.2011

Total Income 52.20 59.36

Expenditure 22.66 23.86

Profit before Tax 29.54 35.50

Less: Provision for Tax 9.31 10.30

Profit after Tax 20.24 25.20

PERFORMANCE

During the year under review the Company has earned Total Income of Rs. 52.20 Lacs' and a Net Profit of Rs. 20.24. Lacs' as compared to the total income of Rs.59.36 Lacs and Net Profit of Rs. 25.20 Lacs in the previous year.

DIVIDEND

In order to augment the resources of the Company' your Directors do not recommend any dividend for the financial year ended on 31st March 2012.

DIRECTORS

Re-appointment: Mr. Mahadevan Kalahasthi retires by rotation in the forthcoming Annual General

Meeting and being eligible offers himself for re-appointment.

Appointment: Mr. Pankaj Jain and Mr. Laxminarayan Vyas were appointed as Additional Director on 14th November' 2011 pursuant to section 260 of the Companies Act 1956. Both of them hold the office up to the date of the ensuing Annual General Meeting and offer themselves for appointment as the Directors at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year under review' the Company has neither invited nor accepted any fixed deposits from the public under section 58 A of the Companies Act 1956.

CONVERSION OF WARRANTS

During the year the Company has converted remaining 65'000 Convertible Warrants into 65'000 Equity Shares on the Board Meeting held on 28th May' 2011 out of 115'000 Convertible Warrants issued on Preferential basis to the Promoter and Promoter Group.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956 ("Act") the Directors confirm that:

1. in the preparation of the Annual Accounts for the year ended on 31st March 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 on the 31st March 2012 and of the profit or loss of the Company for the year ended on 31st March 2012;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES

A) None of the employees of the Company comes under the provision of Section 217(2A) of the Companies Act' 1956.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules' 1988

i) Part A and Part B relating to Conversation of Energy and technology Absorption are not applicable to the Company as the Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo: - There is no foreign exchange earning nor any foreign outgoings during the year under report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement' the report on Corporate Governance is attached to this Report as Annexure I.

SECRETARIAL COMPLIANE REPORT

Compliance Certificate pursuant to section 383A (1) of the Companies Act' 1956 is attached.

AUDITORS

M/s MBAH & Co.' Chartered Accountants' Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment' if made' would be within the prescribed limit under section 224(1B) of the Companies Act' 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders' bankers' regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

For and on Behalf of the Board

Sd/-

Chairman

Mumbai: 30th May' 2012

 
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