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Directors Report of Swastika Investmart Ltd.

Mar 31, 2015

To,

The Members of

M/s Swastika Investmart Limited

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

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

(Rupees in Lakhs except EPS)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Total Income 2345.70 1406.51

Total Expenditure 1983.34 1335.79

Profit/Loss before exceptional & extraordinary items and tax 362.36 70.72

Exceptional Items 0.00 31.01

Profit/Loss before tax 362.36 101.73

Provision for Tax

Current Tax 137.03 36.49

Deferred Tax -16.68 -1.54

Profit/Loss after tax 242.01 66.78

Amount available for appropriation 242.01 66.78

Appropriations:

(a) Transferred to General Reserve 200.00 0.00

(b) Proposed Dividend on Equity Shares 29.59 29.59

(c) Tax on Proposed Dividend 6.25 4.80

Surplus Carried to Balance Sheet 6.16 32.39

Paid up Equity Share Capital 295.97 295.97

Earnings per share

Basic 8.18 2.26

Diluted 8.18 2.26

OPERATIONAL AND STATE OF COMPANY'S AFFAIRS

Fiscal 2014-2015 is yet another well performed year that registered a growth of 66.77 % & achieved higher total income of Rs. 2345.70 Lacs as against Rs 1406.51 lacs in the previous year. Profit after Tax (PAT) of the Company was also grow about 262% & earned 242.01 lacs in comparison to previous year Rs.66.78 Lacs. The Earnings per Share (EPS) of your Company has grows to 8.17 in fiscal 2014-15 per share from the previous year EPS of Rs 2.26 in fiscal 2013-14 per share.

FUTURE OUTLOOK

With strengthening of the economy and stable political environment, the Indian Capital market is expected to perform well in future. Our strategy will continue to be deepening our portfolio of financial services, delivering client centric solutions and build a business model that is well diversified across financial market activities for growth of the Company. Your Company is planning to provide wide range of financial services to present and prospective clients under one roof.

DIVIDEND

Looking at the consistent growth in performance of the company, your Directors have pleasure in recommending for approval of the members a final dividend of Rs.1.00/- per shares (10% on the paid up value of Rs.10/- per share) for financial year ended on 2014-2015.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, your Company has transferred a sum of Rs. 200.00 Lacs to General Reserve.

FIXED DEPOSITS

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

SHARE CAPITAL

During the Financial Year 2014-15 there was no change in capital structure of the company and company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options. None of the Directors of the Company hold instrument convertible into equity shares of the Company.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statement, your directors provide the Audited Consolidated Financial statements in the Annual Report.

SUBSIDIARIES COMPANIES, JOINT VENTURE OR ASSOCIATES COMPANIES

Your Company has three Subsidiaries i.e. Swastika Commodities Private Limited, Swastika Fin-Mart Private Limited and Swastika Insurance Services Limited. Financials to the Subsidiaries are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries are annexed to this Report as ANNEXURE 1 pursuant to Section 129 of the Companies Act, 2013 and the rules made there under in the prescribed form, AOC-1 and hence not repeated here for sake of brevity. Further Audited Financial Statement of subsidiaries companies is available at www.swastika.co.in. The Company does not have any joint venture or associate Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this report as ANNEXURE 2 and forms an integral part of this report.

NUMBER OF BOARD MEETINGS AND GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held five times. The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on Saturday, 27th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year 2014-15 with Related Parties were in the ordinary course of business and on Arm's length basis. Also, there was no contract/arrangement/transaction with any of the Related Parties which could be considered material in accordance with the Companies Act, 2013, rules framed there under and Clause 49 of the Listing Agreement. The Audit Committee has given prior approval for Related Party Transactions.

Details of Related Party Transactions entered into by the Company during the financial year 2014-15 are provided in Note 24 to the financial statement. Policy on dealing with related party Transactions and materiality as approved by the Board, is available on the company's website at www.swastika.co.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri S.N. Maheshwari, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Boards of Directors in their meeting held on 12th August, 2014 accepted the resignation of Shri Vinod Gupta, Shri Tarun Kumar Baldua 8t Shri Parth Nyati from the post of Directorship of the Company. Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

Further, Shri Vijay Kumar Chowdhary 8t Shri Sunil Chordia were appointed as Additional Director as well as Independent Directors of the Company to hold office, not liable to retire by rotation be and were confirmed appointed at the Annual General Meeting held on 27Lh September, 2014 as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re- appointment.

At the Annual General Meeting held on 27th September, 2014 Shri Sunil Chordia, Shri Vijay kumar Chowdhary, Shri Raman Lai Bhutda & Shri Chain Raj Doshi were appointed as an Independent director of the Company pursuant to Section 149 of the Companies Act, 2013 for a term of five consecutive years.

Further Boards of Directors in their meeting held on 13th November, 2014 accepted the resignation of Shri Vijay Kumar Chowdhary from the post of Directorship of the Company due to his pre occupation.

Further, the Board of the Directors had on the recommendation of the Nomination and Remuneration Committee appointed Mr. Kailash Chander Sharma as an additional director of the Company in the category of Independent Directors with effect from 29Lh September, 2014 to hold office upto the Companies ensuing Annual General Meeting. It is now proposed to appoint him as an independent Director of the Company for a period of five consecutive years up to 28th September, 2019. Notice under section 160 of the Companies Act, 2013 from member of the Company signifying the candidature of Mr. Kailash Chander Sharma for the office of the Director have been received.

Mr. Sunil Nyati, Managing Director; Mr. Parth Nyati, Chief Financial Officer, Mrs. Shikha Bansal, Company Secretary of the Company were designated and appointed Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013.

During the year under review, no stock options were issued to the directors of the Company.

DISQUALIFICATIONS OF DIRECTORS

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

i) Shri Sunil Chordia ii) Shri Raman Lai Bhutda

iii) Shri Chain Raj Doshi iv) Shri Kailash Chander Sharma

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-independent Directors and the Chief Financial Officer.

FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.swastika.co.in

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Shri Raman Lai Bhutda (Chairman), Shri Chain Raj Doshi, Shri Sunil Chordia and Shri Kailash Chander Sharma, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

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

STATEMENT INDICATING THE MANNER IN WHICH FORMALANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, its Committee and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31 st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) 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 31 st March, 2015 and of the profit of the Company for year ended on that date;

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;

d) the directors have prepared the annual accounts on a going concern basis;

e) 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 and

f) the directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption by replacing electric fittings 6t fixtures with energy saving desces.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption :

(i) The efforts made towards technology absorption: Not Applicable.

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

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

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

Further there was neither inflow nor outflow of foreign exchange during the year.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to M/s Vinod Rekha & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director.

Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company , therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

REMUNERATION POLICY/ DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as ANNEXURE 3

None of the employee of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) 6t rule 5 (3) of Companies (Appointment and Remuneration) Rules, 2014 are not applicable, during the year under review.

Neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

REPORTS ON CORPORATE GOVERNANCE a MANAGEMENT DISCUSSION ANALYSIS

Pursuant to Clause 49 of the listing agreement with stock exchanges, a separate section titled "Report on Corporate Governance" and "Management Discussion and Analysis" forms part of this Annual Report.

Auditors Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report.

DISCLOSURE ON ESTABLISHMENTOFAVIGILMECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.swastika.co.in).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. L. N. Joshi, Practicing Company Secretary, to undertake the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE 4 and forms an integral part of this Report. There is no Secretarial Audit qualification for the year under review.

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 M/s. R.S. Bansal 6t Company, Chartered Accountants (Firm Registration No. 000939C) were appointed as statutory auditors to hold office till the conclusion of 23rd annual general meeting of the company and be and are hereby recommended for re-appointment to audit the accounts of the company up to the 28th Annual General Meeting of the Company to be held in year 2020 subject to ratification of their appointment by members at every Annual General Meeting held after ensuing Annual general meeting. A resolution for appointment of M/s. R.S. Bansal 6t Company, Chartered Accountants, as auditors for the period from the conclusion of the ensuing 23* AGM till the conclusion of the 28th AGM and for fixation of their remuneration for the year 2015-16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from R.S. Bansal 6t Company, Chartered Accountant a written consent for ratification of their appointment from the conclusion of the 23rd AGM till the conclusion of the 28Ltl AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

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

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

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. A declaration by Chairman and Managing Director with regard to compliance with the said code, forms part of this Annual report.

TRANSFER OF UNPAID DIVIDEND AMOUNT IN IEPF

During the year under review, an amount of 178658/- pertaining to unpaid/ unclaimed dividend for the financial year 2006-07 has been transferred to IEPF. Members who have not encashed their dividend warrants within their validity period may write to the Company at its Registered Office or Ankit Consultancy Private Limited, Registrar ft Share Transfer Agent of the Company for revalidating the warrants or for obtaining duplicate warrants/or payments in lieu of such warrants in the form of the demand draft.

STATEMENT INDICATING DEVELOPMENT ft IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

MATERIAL CHANGES a COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OFTHECOMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under this policy. There was no case of sexual harassment reported during the year under review.

LISTING OF SHARES

Company's shares are listed on Bombay Stock Exchange Limited. The company has paid annual listing fee for financial year 2015-16.

INSURANCE

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

BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31" March 2015.

DEPOSITORY SYSTEM

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

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

ACKNOWLEDGMENT

Your Directors wish to place on record their gratitude to the Company's Customers, Bankers, Lenders and Members for their continued support and faith reposed in the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employee at all levels. The Directors would also like to thank BSE, NSE, NSDL, and CDSL for their co-operation.

Place: Indore For and on behalf of the Board of Directors

Date: 12.08.2015 SWASTIKA INVESTMART LIMITED

Sunil Nyati Anita Nyati

Managing Director Whole-time Director

DIN: 00015963 DIN: 01454595


Mar 31, 2014

The members of Swastika Investmart Limited

The Directors have pleasure in presenting the 22nd Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

Financial Results and Operations:

Rs. In Lacs except EPS Particulars Year ended Year ended 31/3/2014 31/3/2013

Total Income 1406.51 1322.47

Total Expenditure 1335.79 1356.67

Profit/Loss before exceptional item and tax 70.72 (34.20)

Add-Exceptional Items 31.01 37.02

Profit/Loss before tax 101.73 2.82

Provision for Tax

Current Tax 36.48 0.58

Deferred Tax (1.54) (4.60)

Profit/Loss after tax 66.79 6.84

Paid up Equity Share Capital 295.97 295.97

Earning per share (Rs. 10/- each) Basic 2.26 0.23

& Diluted (in Rs.) 2.26 0.23



DIVIDEND

To maintain the trend of Dividend, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e. Re. 1/- per Equity Share of face value Rs.10/- for financial year 2013-2014 subject to Approval of the members in ensuing Annual General Meeting.

DIRECTORS:

The Board in its meeting held on 12th August, 2014 has appointed Shri Sunil Chordia and Shri Vijay Kumar Chowdhary as Additional Directors as well as Independent Director of the Company, not liable to retire by rotation.

Further Board accepted the resignation of Shri Vinod Kumar Gupta, Shri Tarun Baldua and Shri Parth Nyati from the post of directorship of the company. Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

Further Shri Chain Raj Doshi and Shri Raman Lai Bhutda the existing independent directors are further proposed to be appointed as Independent Directors for a term of five years as per requirement of Section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under Section 160 of the Companies Act, 2013 for proposal for appointment of Shri Sunil Chordia and Shri Vijay Kumar Chowdhary as Director as well as independent director and all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act, 2013 Shri Satyanarayan Maheshwari and Shri Anil Kumar Nyati, retire from the Board of Directors by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 08th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiaries companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited and Swastika Insurance Services Limited) are forming part of this.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the registered office of your company.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

- That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed;

- That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

- That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. R.S. Bansal & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s R.S.Bansal & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General meeting till the conclusion of the next Annual General Meeting.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

COMPANIES RULES, 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Chain Raj Doshi, Shri Raman Lai Bhutda and Shri Sunil Chordia all are independent directors of the Company.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CFO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956 is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.swastika.co.in

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai. The company has paid listing fee for financial year 2014-2015.

DEPOSITORY SYSTEM

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

INSURANCE

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

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyal workers, executives and other staff of the Company, who have contributed to the performance and company''s continue inherent strength. Your directors also wish to thank the customers, dealers, agents, Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support and co-operation in the future.

For and behalf of the Board Date: 12.08.2014 Place: INDORE Sunil Nyati Anita Nyati Managing Director Whole time Director Din No: 00015963 Din No: 01454595


Mar 31, 2013

Dear Members, Swastika Investmart Ltd.

The Directors have immense pleasure in presenting the 21st Annual Report of the Company and the Audited Accounts for the financial year ended 31st March,2013.

FINANCIAL HIGHLIGHTS (Amount in Rs. Lacs)

PARTICULARS 31.03.2013 31.03.2012

Total Income 1322.47 1341.05

Profit before exceptional and extraordinary items and tax (34.19) 88.41

Exceptional Items 37.01 1.49

Profit before extraordinary items and tax 2.82 89.90

Less: Extraordinary Items - -

Profit before tax 2.82 89.90

Less: Provision for Taxation

Current tax 0.57 36.25

Deferred Tax (4.59) (7.53)

Profit for the Year 6.84 61.18

Amount Transferred to General Reserve - 50.00

Earning per Share

Basic 0.23 2.07

Dilute 0.23 2.07

SUBSIDIARY COMPANIES AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 8th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiary companies , subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of all its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited,SwastikalnsuranceServicesLimited)are forming part of this annual report.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

DIVIDEND

To maintain a trend of dividend, your Directors are pleased to recommend a dividend of 10% on the equity shares i.e. Rs. 1/- per Equity Share of face value Rs.10/- subject to Approval of the members in ensuing Annual General Meeting .

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Mr. Vinod Kumar Gupta and Mr. Tarun Kumar Baldua Directors of the Company, retire by rotation and being eligibleofferthemselvesforreappointmentin ensuing Annual General Meeting.

DIRECTORS-RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s ResponsibilityStatement, yourdirectors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2013; the applicable accounting standards have been followed ;

ii) That they have selected such accounting policies and applied them consistently and made judgments, and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company attheendoffinancialyearand of the profit of the Companyforthe year under review;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTORS)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there wasneitherinflownoroutflowofforeignexchangeduringtheyear.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors, M/s R.S. Bansal & Company, Chartered Accountants, Indore retire and being eligible offers themselves for re-appointment. Comments oftheAuditors in their report and notes forming part oftheAccounts are self-explanatory and need no comments.

AUDITORS REPORT

The auditors report to the shareholders on the Accounts of the Company for the financial year 31st March 2013 does not contain any qualification or adverse remark.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s. L.N.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate which is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conductfor all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.swastika.co.in

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of CAVinod Gupta, Shri C.R. Doshi and , Shri R.L. Bhutda.

DEPOSITORY SYSTEM

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

INSURANCE

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

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted undersection 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e- mail addresses available with the depositories or by obtaining directly from the shareholders.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual Iistingfeeforfinancialyear2013-2014.

ACKNOWLEDGEMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the company''s bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For & on behalf of the Board of Directors

Place : lndore Sunil Nyati Anita Nyati

Date : 14.05.2013 Managing Director Whole Time Director


Mar 31, 2012

The Directors have immense pleasure in presenting the 20th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Amount in Rs.Lacs)

PARTICULARS 31.03.2012 31.03.2011

Total Income 1340.25 2479.44

Profit before exceptional and extraordinary items and tax 87.61 222.24

Exceptional Items 2.29 4.51

Profit before extraordinary items and tax 89.90 226.75

Less: Extraordinary Items - -

Profit before tax 89.90 226.75

Less : Provision for Taxation

Current tax 36.25 67.78

Deferred Tax (7.54) (4.88)

Profit for the Year 61.19 163.85

Amount Transferred to General Reserve 50.00 125.00

Earning per Share Basic 2.07 5.54

This year under review was challenging on many fronts. Due to sluggishness in overall capital market this financial year company could achieve total income of Rs. 1340.2 5 Lacs and earned net profit after tax of Rs. 61.19 Lacs in comparison to previous financial year's total income of Rs. 2479.44 Lacs and net profit after tax of Rs. 163.85 Lacs.

STANDALONE FINANCIAL STATEMENT

The Ministry of Corporate Affairs (MCA) vide notification No.S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The Financial Statements of your company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to confirm to this years classification.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 8th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiary

companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company's subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of all its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited, Swastika Insurance Services Limited) are forming part of this Annual Report.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

DIVIDEND

In spite of nominal profit, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e.Rs. 1/- per Equity Share of face value Rs.10/- subject to approval of the members in ensuing Annual General Meeting.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Mr. Anil Nyati and Mr. C.R.Doshi Directors of the Company, retire by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed ;

ii) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities;

iv) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58Aof the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTORS)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations. The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors, M/s R.S. Bansal & Company, Chartered Accountants, Indore retire and being eligible offers themselves for re-appointment in ensuing Annual General Meeting.

AUDITORS REPORT

The auditors report to the shareholders on the Accounts of the Company for the financial year ending on 31st March 2012 does not contain any qualification or adverse remarks, which is self explanatory and need no comments.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s L.N.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate, which is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has been posted on website of the company i.e www.swastika.co.in.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of this Annual Report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit committee Comprises of CAVinod Gupta, Shri C.R. Doshi and Shri R.L. Bhutda.

DEPOSITORY SYSTEM

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

INSURANCE

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

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of documents under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e- mail addresses available with the depositories or by obtaining directly from the shareholders.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year2012-2013.

ACKNOWLEDGEMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the company's bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For & on behalf of the Board of Directors

Swastika Investmart Limited

Place : Indore Sunil Nyati Anita Nyati

Date :28.05.2012 Managing Director Whole Time Director


Mar 31, 2010

The Directors have immense pleasure in presenting the 18th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Amount in Rs. Lacs.)

PARTICULARS 31.03.2010 31.03.2009

Total Income 1635.51 1012.36

Profit before Depreciation, Interest, Tax 392.91 146.85

Less: Depreciation 64.28 58.88

Interest 3.19 12.64

Profit before Taxation 325.42 75.33

Less : Provision for Taxation

Current tax 108.94 26.42

Fringe Benefit Tax 0.00 2.14

Wealth Tax 0.00 0.05

Deferred Tax 1.01 0.15

STT not Utilized 0.00 0.00

Net Profit 215.46 46.57

Less: Income Tax for Earlier Year 0.27 (0.40)

Add: Balance brought forward from Last Year 44.25 57.37

Amount available for appropriation 260.00 103.54

Appropriations:

Transfer to General Reserve 150.00 25.00

Dividend® 10% 29.60 29.3

Dividend Distribution Tax 5.03 4.98

Surplus carried to Balance Sheet 75.37 44.26

Companys performance over the years on various financial parameters

The Indian economy is back on track and poised to grow by 7.2% in 2009-10, higher than 6.7% in the previous year. During the fiscal year ended 31st March 2010, company has registered net profit of Rs. 215.46 Lacs in comparison to previous years net profit of Rs. 46.56 Lacs.

DIVIDEND

Looking at the consistent growth in performance, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e. Re. 1 /- per Equity Share of face value Rs. 10/- subject to Approval of the members in ensuing Annual General Meeting.

DIRECTORS

Mr. Anil Nyati ceased from the post of Executive Director of the Board due to his resignation, however he will be continue as Director of the Company. The Board placed on record its deep sense of appreciation for the services rendered by Mr. Anil Nyati as an executive director of the Board.

Further Mr. Sunil Nyati, Managing Director of the Company has been reappointed for further period of three years with effect from 15th June, 2010 subject to approval of the members in ensuing annual general meeting.

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Shri Chain Raj Doshi, Shri Vinod Gupta and Shri Tarun kumar Baldua retire from the Board of Directors by rotation and they are eligible to offer themselves for reappointment in ensuing Annual General Meeting.

Companies rules 1988 (Disclosure of particulars in the reports of Board of Director)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975, the name and other particulars of employees are to be set out in the directors report , as an addendum thereto. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956 , the report and accounts as set out therein, are being sent to all the members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employee, may write to the Company at the Registered Office of the Company and same will be sent by post.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors M/s M.B. Ladha & Company, Mumbai are retiring and have informed that they do not wish to seek re-election as auditors at the ensuing Annual General Meeting. The Board records its sincere appreciation and fruitful association had with M/s M.B. Ladha & company, Chartered Accountants.

A Special notice has been received from member proposing the appointment of M/s. R.S. Bansal & Company, Chartered Accountants, Indore as Statutory Auditors of the Company to hold office up to the conclusion of next Annual general meeting.

AUDITORS REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s LN.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate which is annexed herewith.

SUBSIDIARY COMPANY

Your companys subsidiary, Swastika Commodities Private Limited (SCPL) is registered with National Commodities and Derivative Exchange Limited and Multi Commodities Exchange Limited .For the year ended 31st March, 2010 SCPL has reported profit of Rs. 15.45 lacs in comparison to previous years net profit of Rs. 7.43 lacs. Further Audited accounts of SCPL together with the reports of Directors and Auditors and statement thereon are attached to this annual report, as required under section 212 of the companies act, 1956. Further two other subsidiary companies of the Company viz M/s Swastika Insurance Services Limited and Swstika Finmart Private Limited have not started any business operation as these were incorporated in financial year 2009-2010..

CONSOLIDATION OF ACCOUNTS

The audited Consolidated Accounts and cash flow statement, comprising of Swastika Investmart Limited and its subsidiary company Swastika Commodities Private Limited, Swastika Insurance Sevices Limited and Swastika Fin-Mart Private Limited are annexed to this Annual Report. The auditors report on the consolidation accounts is also attached. The consolidated accounts have been prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India in this regard.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e. www.swastika.co.in

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

DEPOSITORY SYSTEM

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

INSURANCE

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

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year 2010-2011.

ACKNOWLEDGMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the companys bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For and on behalf of the Board of Directors

Place: Mumbai Sunil Nyati Anita Nyati

Date : 29.05.2010 (Managing Director) (Director)







 
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