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Directors Report of Swadeshi Industries & Leasing Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are presenting the 31st Annual Report of your Company and the Audited Financial Statements for the period ended 31st March 2015.

1. FINANCIAL RESULTS:

(in Lacs)

Particulars For the year ended For the year ended 31.03.2015 31.03.2014

Revenue from Operations 1280.47 301.52

Profit before Depreciation & Amortization 19.77 19.12

Depreciation & Amortization NIL 0.31

Profit / (Loss) before taxation 19.77 18.82

Provision for taxation (incl. deferred tax) NIL NIL

Profit/ (Loss) for the year carried to Balance Sheet 19.77 18.82

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs. 1280.47 Lacs as against Rs. 301.52 Lacs in the previous year. The Company has earned a Net profit of Rs. 19.77 Lacs as compared to the Profit of Rs. 18.82 Lacs during the previous accounting year.

3. DIVIDEND:

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

4. RESERVES:

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

5. LOANS, GUARANTEE & INVESTMENTS:

During the year under review, the Company has not taken any Loan, guarantee & made investment as per provisions of Section 186 of the Companies Act, 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report.

8. SHARE CAPITAL:

During the year, the face value of the Share was sub divided from Rs. 10/- per share to Re. 1/- per share vide the Extra Ordinary General Meeting held on 6th June 2014. All the formalities with regard the same has been complied.

9. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

During the year under review, in accordance with the provision of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on 30th March 2015 has appointed Mrs. Leela Devi Sanklecha (DIN 06832283) as Additional Director and Mr. Ankit Jain (DIN 06794961) resigned from Board w.e.f 30th March 2015. The designation of Mr. Gourav Jain (DIN 06794973) was changed as Managing Director of the Company w.e.f 30th March 2015 and Mr. Vikas Kushalchand Sanklecha was appointed as Chief Financial Officer of the Company with effect from 30th March 2015. Further, there were no changes in Directors due to death or disqualification, variation made or withdrawn.

Mr. Gourav Jain (DIN 06794973), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013

B) Declaration by an Independent Director(s) and re-appointment, if any

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

11. RISK MANAGEMENT POLICY:

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.

12. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory

13. BOARD MEETINGS:

During the period under review, the Company has conducted 8(Eight) Board Meetings on 24th April, 2014, 28th May 2014, 1st July, 2014, 22nd July, 2014, 11th August 2014, 12th November 2014, 9th February 2015 and 30th March 2015.

14. AUDITORS:

M/s. Motilal & Associates, Chartered Accountants, Mumbai being eligible offer themselves for re- appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

15. SECRETARIAL AUDIT:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 2.

16. OBSERVATIONS – AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

Secretarial Auditor:

With reference to the observations by M/s. Sanjay Dholakia & Associates, in their Report regarding the appointment of Company Secretary, the Company is in process of appointing Key Managerial Personnel i.e. Company Secretary.

17. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them;

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) 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.

19. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT – 9 is appended as Annexure 3 of the Board's Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

Energy conservation dictates how efficiently a Company can conduct its operations. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company's commitment towards becoming an environment friendly organisation. The Company carry out regular maintenance and development work to save the energy.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company is using the electricity as source of its energy requirement and not having/ exploring any alternate source of energy.

(iii) the capital investment on energy conservation equipments;

Not Applicable

B. Technology absorption:

During the year the Company does not have Plant & Machinery, therefore no technology absorption and research and development activies are carried out.

C. Foreign exchange earnings and Outgo:

Total Foreign Exchange Earnings and Outgo : Rs NIL

21. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable as the Company is not falling under the said parameters.

22. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

23. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Kamal Kishor Hari Kishan Vyas Independent Director as the Chairman of the committee and Mr. Amit Kumar & Mr. Amitkumar Vinod Agarwal and Mr. Gourav Jain Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

24. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

25. VIGIL MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

26 . MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has not paid any remuneration to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.

29. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For and on Behalf of the Board of Directors

Mr. Gourav Jain Mrs. Leela Devi Sanklecha

Managing Director Director

(DIN 06794973) (DIN 06832283)

Place: Mumbai

Date: 28th May 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Report on the operations of the Company, together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: (Amount in Rs.)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 34067934 289528 Total Expenditure 31833927 1164738 Profit / (Loss) Before Taxes 2234007 (875210) Less: Provision for Tax 0 Less: Provision for MAT 352415 0 Less: Income tax in respect of earlier year 0 0 Profit / (Loss) After Tax 1881592 (875210) Add: Balance brought forward from previous year (7186242) (6311032) Balance Carried to Balance Sheet (5304651) (7186242)

OPERATIONS:

The Company''s operating results for the year are showing Net profit of Rs 18,81,592/- against the Loss of Rs 8,75,210/- in the previous year.

PUBLIC DEPOSITS:

The Company has not accepted any Public/Fixed Deposits under section 58A of the Companies Act 1956 during the year and Note No (xiii) in the annexure to the Auditors Report is self explanatory.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2013-14 as the year ends with carried forward losses.

DIRECTORS:

During the year under review the Company has appointed Mr. Ankit Jain and Mr. Gaurav Jain, as Additional Directors of the Company. As per their term they hold office upto the date of ensuing Annual General Meeting, but being eligible, has offered themselves for re-appointment and in respect of whom the company has received Notice in writing under section 257 of the Companies Act, 1956 from a member purposing their candidature for the office of Directors. Your board recommends their reappointment in the best interests of the company.

AUDITORS:

M/s Motilal & Associates, Chartered Accountants, Firm No:-106584W, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the Thirtieth Annual General Meeting and being eligible offer themselves for re-appointment.

M/s. Motilal & Associates is holding a valid certificate issued by the "Peer Review Board" of ICAI and as such they have been recommended for re-appointment.

The company has received a letter from them to the effects that their re-appointment, if made would be within the prescribed limit under section 224(IB) of the companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity in addition company''s Vapi plant is closed down.

The Company has neither earned nor did any expenditure in foreign exchange during the year under the review.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 211 (3C) of the Companies Act, 1956 with respect to the Director''s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the Annual Accounts for the financial year ended 31st March 2014 on a going concern'' basis.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed M/s. System Support Services as a registrars and Share Transfer Agent of the Company for Providing Electronic Connectivity and handling Physical Share Transfer work of the Company.

COMMENT ON AUDITORS'' REPORT:

M/s. Motilal & Associates., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31st March, 2014 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING:

At present, 1,08,17,950 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2014- 15.

CONSOLIDATED ACCOUNTS:

Since the Company is not having any Subsidiary Accounting Standards AS-21 prescribed by The Institute of Chartered Accountants of India, is not applicable.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE716M01018, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Practising Company Secretary, M/s. Sanjay Dholakia & Associates regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers, employees, Statutory Auditors and advisors for their continuous support during the year.

For and on behalf of the Board For Swadeshi Industries and Leasing Ltd

Place : Mumbai (Ankit Jain) Gourav Jain Date : 28/05/2014 (Director) (Director) Din no:06794961 Din no:06794973


Mar 31, 2013

To, The Members of Swadeshi Industries and Leasing Limited

The Directors have pleasure in presenting their 29lh Report on the operations of the Company, together with the Audited Accounts for the financial year ended 31s" March, 2013.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.) Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 289528 7464252

Total Expenditure 1164738 90,94,628

Profit / (Loss) Before Taxes (875210) (16,30,376)

Less: Provision for Tax 0 0

Less: Provision for Deferred Taxation 0 0

Less: Income tax in respect of earlier year 0 0

Profit / (Loss) After Tax (872510) (16,30,376)

Add: Balance brought forward from previous year (6311032) (46,80,656)

Balance Carried to Balance Sheet (7186242) (63,11,032)

BUSINESS OUTLOOK:

The Loss after tax is Rs. 8,75,210/- as compared to the previous year 2011-12 which was Rs. 16,30,376/-

Note. Figures mentioned in the bracket indicates loss.

OPERATIONS;

The Company''s operating results for the year are showing Net Loss of Rs 8,75,210 against the Loss of Rs 16,30,376/- in the previous year. As explained in the last year''s Annual Report, due to development in manufacturing technology our machines have become obsolete and outdated. Your Directors have decided to shut down the manufacturing unit because of regular losses. The Company is looking for business exposure in Realty & Infrastructure.

PUBLIC DEPOSITS:

The Company has not accepted any Public/Fixed Deposits under section 58A of the Companies Act 1956 during the year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-13 with a view to conserve the resources for future.

DIRECTORS:

During the year under review, the Compv ''y has appointed Mr. Vikas Sanklecha, Mr. Vipin Sanklecha and Mr. Amit Kumar and Mr. Amit Agarwal as Additional Directors of the Company. As per their term they holds office upto the date of ensuing Annual General Meeting, but being eligible, has offered themselves for re-appointment and in respect of whom the Company has received Notice in writing under Section 257 of the Companies Act, 1956 from a member proposing their candidature for the office of Directors. Your Board recommends their appointments in the best interests of the Company.

AUDITORS:

M/s Motilal & Associates, Chartered Accountants, Firm No:-106584W, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the Twenty Ninth Annual General Meeting and being eligible offer themselves for re-appointment.

M/s. Motilal & Associates is holding a valid certificate issued by the "Peer Review Board" of ICAI and as such they have been recommended for re-appointment.

The company has received a letter from them to the effects that their re-appointment, if made would be within the prescribed limit under section 224(IB) of the companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the financial year ended 31s'' March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the Annual Accounts for the financial year ended 31s1 March 2013 on a ''going concern'' basis.

PREFERENTIAL ISSUE OF EQUITY SHARES:

During the year under review the Company has made preferential issue of 54,10,000 Equity Shares of Rs. 10/- for cash at par and the necessary special resolution was passed by the Members of the Company on 8,h February, 2013. These shares were allotted on 28lh February, 2013 and the shares were listed on BSE on 12,h April, 2013.

COMMENT ON AUDITORS'' REPORT:

M/s. Motilal & Associates., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31s'' March, 2013 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING:

The Company has paid the applicable Annual listing fees to the BSE for the year 2013-14.

CONSOUDATED ACCOUNTS:

Since the Company is not having any Subsidiary Accounting Standards AS-21 prescribed by The Institute of Chartered Accountants of India, is not applicable.

DEMATERiALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE716M01018, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Anr al Report.

Certificate from the Auditors of the Company, M/s. iv''otilal & Associates, and Chartered Accountants regarding compliance of conditions of Corporate Governsn, „- as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers, employees, Statutory Auditors and advisors for their continuous support during the year.

For Swadeshi Industries and Leasing Limited

Place: Mumbai

Date: 27th May, 2013 Managing Director Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the TWENTY SEVENTH ANNUAL REPORT together with Audited Accounts of the Company for the year ended 3st March, 2011.

Rs. in Lacs

FINANCIAL RESULTS 31.03.2011 31.03.2010

Total Income 134.55 115.23

Gross Profit/Loss (00.30) 06.76

Less: Depreciation 07.63 08.03

Provision for Taxation 00.00 00.00

Profit/Loss after Taxation (07.93) (01.27)

Add. Loss Brought forward from previous year (38.87) (33.54)

Previous year taxation 00.00 (04.03)

FBT of previous year 00.00 (00.09)

Other Adjustment of previous year 00.00 00.06

Profit & Loss Appropriation Account (46.80) (38.87)

DIVIDEND:

The Directors regret their inability to recommend dividend for the year 2010-2011 due to inadequacy of profits.

OPERATIONS:

The Company's operating results for the year are showing Net Loss of Rs.7.93 Lacs, against the Loss of Rs.1.27 Lacs, in the previous year. As explained in the last year's Annual Report, due to development in manufacturing technology our machines have become obsolete and outdated. Your Directors have decided to run the manufacturing unit because our regular expenses for running the Company and provision for depreciation etc. are taken care by this unit.

PUBLIC DEPOSITS:

The Company has not accepted any Public/Fixed Deposits under section 58A of the CompaniesAct 1956 during the year and Note No (xiii) in the annexure to theAuditors Report is self explanatory.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956 and the Company's Articles of Association, Shri. R. N. Shah Director of the Company retires by rotation and being eligible offers himself for re- appointment. The Board of Directors of the Company has appointed Mr. Kamal Kishor H. Vyas as Additional Director of the Company w.e.f. 5th April, 2011, who will hold office until the conclusion of forthcoming Annual General Meeting, being eligible and offers himself to be appointed as Director of the Company. There is no other change in the directorship of the Company.

AUDITORS:

M/s Motiial & Associates, Chartered Accountants, Firm No:-106584W, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the Twenty Seventh Annual General Meeting. M/s. Motiial & Associates is holding a valid certificate issued by the "Peer Review Board" of ICAI and as such they have been recommended for re-appointment.

The Company has received a letter from them to the effect that their re-rppointment, if made would be within the prescribed limit under section 224(IB) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217 (2A) of the Companies (Particulars of Employment) Rules, 1975 as amended by the Companies Amendment Act, 1988 not applicable to Company as no employee was drawing salary more than 1,00,000/- p. m. if employed for the part of the year or annual salary of Rs. 12,00,000/-.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance and the certificate from the Auditor of the Company regarding compliance of conditions of Corporate Governance are annexed to this Report and forms part of this Annual Report.

PREFERENTIAL ISSUE OF EQUITY SHARES:

The Company has received in Principal Approval from Bombay Stock Exchange on 6th June, 2011 for Issue and Allotment of 30 Lacs Equity Shares of Rs.10/- each and accordingly the Board of Directors of the Company have allotted the said Equity Shares on 20" June, 2011.

COMMENCEMENT OF NEW BUSINESS:

To make Company commercially viable the Board has decided to enter into new Business as already provided in Sub-Clause 82, 83 and 84 under the Clause III (C) of the Memorandum of Association of the Company. To carry on the activities mentioned in the said Clauses, a Resolution under Section 149(2A) of Companies Act, 1956 has been passed by the Company through Postal Ballot which was conducted pursuant to Section 192Aof the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001 and the result of which was declared on Tuesday, 10th May, 2011.

SALE OF OFFICE PREMISES:

To locate the office of the Company at the convenient place it has been decided to sell the current office premises at Ghatkopar and to purchase new premises in the Western Suburban area of Mumbai. The Company has passed the resolution for the said purpose through Postal Ballot which was conducted pursuant to Section 192Aof the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001 and the result of which was declared on Tuesday, 10th May, 2011.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed M/s. System Support Services as a Registrar and Share Transfer Agent of the Company for providing Electronic Connectivity and handling Physical Share Transfer work of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director's Responsibilities Statement, it is hereby confirmed:

(I) that in the preparation of the Annual Accounts for the financial year ended 31* March 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) that the Directors had 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 the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the year under review on a 'going concern' basis.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers and advisors for their continuous support during the year.

For Swadeshi Industries & Leasing Ltd.

(S. C. Gautam) Chairman and Managing Director

PLACE : Mumbai DATE : 27th June, 2011


Mar 31, 2010

The Directors have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT together with Audited Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULTS

2010 2009

Rs. Lakhs Rs. Lakhs

Total Income 115.23 126.94

Gross Profit/Loss 6.76 9.11

Less: Depreciation 8.03 6.83

Provision for Taxation - 1.00

Profit/Loss after Taxation (1.27) 1.28

Add : Loss Brought forward from previous year (33.54) (39.73)

Previous year taxation (4.03) 4.90

FBT of previous year (0.09) -

Other Adjustment of previous year 0.06 -

Profit & Loss Appropriation Account (38.87) (33.54)

DIVIDEND:

The Directors regret their inability to recommend dividend for the year 2009-2010 due to inadequacy of profits.

OPERATIONS:

The Companys operating results for the year are showing Net Loss of Rs.1.27 Lacs, against the profit of Rs.1.28 Lacs, in the previous year. As explained in the last years annual report, due to development in manufacturing technology our machines have become obsolete and outdated. Your Directors have decided to run the manufacturing unit because our regular expenses for running the company and provision for depreciation etc. are taken care by this unit.

For running manufacturing unit economically, we have decided to manufacture two types of Preforms only, which has saved running times of machines drastically and saved power consumption by using multi cavity moulds.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits under section 58A of the Companies Act 1956 during the year and Note No (xiii) in theannexure to the Auditors Report is self explanatory.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956 and the Companys Articles of Association, Shri.S. K. Agarwal, Director of the company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS:

M/s Motilal & Associates, Chartered Accountants, Firm No:-106584 W, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the Twenty Sixth Annual General Meeting. M/s. Motilal & Associates is holding a valid certificate issued by the "Peer Review Board" of ICAI and as such they have been recommended 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(IB) of the companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

PARTICULARS OF EMPLOYEES :

Information pursuant to Section 217 (2A) of the Companies (Particulars of Employment) Rules, 1975 as amended by the Companies Amendment Act, 1988 not applicable to company as no employee was drawing salary more than 1,00,000/-p. m. if employed for the part of the year or annual salary of Rs. 12,00,000/-.

DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and have 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 and loss of the Company for that period.

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

4. That the Directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors wish to place on record their appreciation for the support and co-operation extended by the Bankers, Executives and Staff of the Company.

For and on behalf of the Board

For SWADESHI INDUSTRIES & LEASING LIMITED

(S.C.Gautam)

Chairman & Managing Director

Place : Mumbai.

Dated : 28th June, 2010

 
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