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Directors Report of Croissance Ltd.

Mar 31, 2023

Board Report

Dear Members,

Your director’s have pleasure in presenting the Director’s Report and the Audited Statement
of Accounts (Standalone & Consolidated) of the Company for the Financial Year ended 31st
March 2023.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

Particulars

Standalone

Consolidated

2022-2023

2021-2022

2022-2023

2021-2022

Total Revenue from operations

260.33

19.90

260.33

19.90

Other Income (Including
Exceptional Items)

12.36

13.87

12.36

13.87

Total Expenses

201.55

14.59

201.55

14.59

Profit/(Loss) Before Tax

71.14

19.18

71.14

19.18

Less: Taxation

a) Current Tax

22.20

5.99

22.20

5.99

a. Deferred Tax

-

-

-

Profit / (Loss) After Tax

48.94

13.19

48.94

13.19

Other Comprehensive Income

-

-

-

-

Total profit/(Loss) for the
period

48.94

13.19

48.94

13.19

Earning per Equity Share-
Basic & Diluted (in Rs.)

0.07

0.019

0.07

0.019

REVIEW OF OPERATIONS:STANDALONE

On Standalone basis, the total revenue of the Company for the Financial Year 2022-23 was
Rs. 260.33 lakhs as against Rs. 19.90 Lakhs for the previous Financial Year. The net profit for
the Financial Year 2022-23 is Rs. 48.94 lakhs as against the net profit of Rs. 13.19 lakhs for
the previous Financial Year.

CONSOLIDATED

The total revenue of the Company for the Financial Year under review on Consolidated basis
was Rs. 260.33 lakhs for the Financial Year 2022-23. The net profit of Rs. 48.94 Lakhs for the
Financial Year 2022-23.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of Business.

RESERVES

During the year your Company has not transferred any amount to General Reserve.

The Closing balance of reserves, including retained earnings, of the Company as at March 31st
2023 is Rs. 91.51 Lakhs.

SHARE CAPITAL

Authorized Share Capital: During the year under review, there was no change in
authorized share capital of the Company. Authorized share capital of the company as on
March 31, 2023 was Rs.7,50,00,000 comprising of 7,50,00,000 equity shares of Rs.1 each.

Paid-up Share Capital: During the year under review, there was no change in paid up
share capital of the Company. Paid up share capital of the company as on March 31, 2023
was Rs.6,85,48,000 comprising of 6,85,48,000 equity shares of Rs.1 each.

ISSUE OF SHARES

During the year under review, the Company has not issued any shares.

DIVIDEND

Considering the current financial position of your Company and future prospects, your
directors have decided not to recommend dividend for the year.

UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of the
Company.

SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

No shares were transferred to the Investor Education and Protection Fund during the year under
review.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the
Company after the end of the financial year and up to date of this report.

BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the year under review. The dates on
which the meetings were held are 30.05.2022, 14.08.2022, 08.09.2022, 14.11.2022 and
10.02.2023.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

• Re-appointment of Mr. Amaresh Rao Gaikward as Whole-time Director of the
Company w.e.f. 19.02.2024.

• Mr. Hriday Bahri retires by rotation and being eligible offers himself for re¬
appointment.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars
of the Directors seeking appointment/re-appointment are given as under:

Name of the Director

Amaresh Rao Gaikward

Hriday Bahri

Date of Birth

24.10.1969

16.01.1997

Qualification

Graduate

Graduate

Expertise in specific functional
areas

Over 24 Years of experience
of real estate’s focusing in the
area of marketing and leasing.

He has done Business
Administration in Real
Estate & Urban
Infrastructure and
specializes in sales and
marketing. His passion
& experience in
hospitality & real estate
sector is highly
appreciated. His
contribution to industry
since the last few years
has been very immense
and remarkable.

Names of Listed entities in which
the person also holds the
Directorship and the membership of
Committees of the board

Shareholding of non-executive
Directors.

--

--

No. of Shares held in the Company

--

75,20,000

Inter se relationship with any
Director

--

Father of Mr. Hriday
Bahri

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Independent Directors of the Company to the
effect that they are meeting the criteria of independence as provided in Sub-Section (6) of
Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Further, the Company has also received declarations from the Independent Directors to the
effect that they have complied with the Code of Conduct of Independent Directors as prescribed
in Schedule IV of the Companies Act, 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company’s operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2022-2023 are also disclosed on the
Company’s website.

PROFICIENCY OF DIRECTORS:

The Company is making efforts in the process of registration of Independent Directors with the
Indian Institute of Corporate Affairs. All the Independent Directors shall undertake the test as
prescribed.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:

The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the Companies
Act, 2013.

In accordance with Section 178(3) of the Companies Act, 2013, on the recommendations of
the Nomination and Remuneration Committee, the Board adopted a remuneration policy for
Directors, Key Management Personnel (KMPs) and Senior Management.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Independent Directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance and
participation at the meetings of the Board and Committees thereof, contribution to strategic
decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs
from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and
Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the
Chairman is done by a separate meeting of independent directors after taking inputs from the
Executive directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and
on the basis of explanation given by the executives of the Company and subject to disclosures
in the Annual Accounts of the Company from time to time, we state as under:

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

2. That the Directors have selected such accounting policies and applied them
consistently and made judgment 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 or 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 this 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:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

6. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

ANNUAL RETURN:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the
Company’s website.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR:

There have been no Companies which have become or ceased to be the Subsidiaries, Joint
Ventures or Associate Companies during the year.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

As on 31st March, 2023, the Company has one Subsidiary Company namely Delicieux
Restaurants Private Limited. The Financial performance of the Subsidiary Company is
mentioned in
FORM AOC- 1 in accordance with Section 129(3) of the Companies Act, 2013
which is annexed as
Annexure I to this Annual Report.

STATUTORY AUDITORS:

N G Rao & Associates., Chartered Accountants (Firm Registration No. 137193W) has resigned
as Statutory Auditors of the Company before the expiry of their tenure. Accordingly, the
appointment of S. D. Mehta & Co, as Statutory Auditors of the Company, in place of resigned
auditors is placed for approval to the Shareholders. The Auditors have confirmed that they have
subjected themselves to the peer review process of Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

S. D. Mehta & Co, Chartered Accountants are being appointed as the Statutory Auditors of the
Company, to hold office from the conclusion of 29th AGM held in the year 2023, until the
conclusion of the 34th AGM to be held in the year 2028.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors u/s 143(12).

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies read with rules made there under,
the Board has appointed M/s. Ravi & Co, Chartered Accountants as Internal Auditors of the
Company for the Financial Year 2023-2024.

DISCLOSURE ABOUT COST AUDIT:

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of
The Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the
Companies Act, 2013, the Cost Audit is not applicable to the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013,
the Board has appointed Ms. Payal Bafna, Practicing Company Secretary to undertake
Secretarial Audit of the Company for Financial Year ending 31.03.2023.

The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended
31st March, 2023 and has noted that the same does not have any reservation, qualification or
adverse remarks. However, the Board decided to further strengthen the existing system and
procedures to meet all kinds of challenges and growth in the market expected in the coming
years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March, 2023
on the Compliances according to the provisions of Section 204 of the Companies Act 2013,
and has noted that the same does not have any reservation, qualification or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year which
attracts the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of business. There were no material significant
related party transactions made by the Company with the Promoters, Directors, Key
Managerial Personnel or the Senior Management which may have a potential conflict with the
interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval.
Prior approval of the Audit Committee was obtained for the transactions which are foreseen
and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company,
except payments made to them in the form of remuneration, rent, sitting fees and interest on
unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to
Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the
year and details of the related party transactions disclosed herewith in
Form AOC-2 in
Annexure - III

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the
CSR to a Company i.e. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover
of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore
or more. As the Company does not fall under any of the threshold limits given above, the
provisions of section 135 are not applicable to the Company.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

COMMITTEES:(I). AUDIT COMMITTEE:

Brief Description of Terms of Reference: - The terms of reference of the Audit Committee

encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation

18 of SEBI (LODR) Regulations, 2015 and, interalia, includes:

¦ Overview of the Company’s financial reporting process and disclosure of its financial
information to ensure that the financial statements reflect a true and fair position and that
sufficient and credible information is disclosed.

¦ Recommending the appointment and removal of external auditors, fixation of audit fee and
also approval for payment for any other services.

¦ Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.

¦ consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

¦ Reviewing with management the annual financial statements before submission to the
Board, focusing on:

1. Matters required to be included in the directors’ responsibility statement to be included in
the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

2. Changes, if any, in accounting policies and practices and reasons for the same;

3. Major accounting entries involving estimates based on the exercise of judgment by
management;

4. Significant adjustments made in the financial statements arising out of audit findings;

5. Compliance with listing and other legal requirements relating to financial statements;

6. Disclosure of any related party transactions;

7. Modified opinion(s) in the draft audit report;

¦ Review of the quarterly financial statements with the management before submission to
the board for approval;

¦ Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the
board to take up steps in this matter;

¦ Review and monitor statutory auditor’s independence and performance and effectiveness
of audit process;

¦ Approval or any subsequent modification of transactions with related parties;

¦ Scrutiny of inter-corporate loans and investments;

¦ Review of valuation of undertakings or assets of the company wherever it is necessary;

¦ Evaluation of internal financial controls and risk management systems;

¦ Review with the management, statutory auditors and the internal auditors about the nature
and scope of audits and of the adequacy of internal control systems;

¦ Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

¦ discussion with internal auditors of any significant findings and follow up there on;

¦ Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

¦ discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;

¦ Look into the reasons for any substantial defaults in payment to the depositors, debenture-
holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

¦ Review the functioning of the whistle blower mechanism;

¦ Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate;

¦ Review of the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the Chief Internal Auditor;

5. Statement of deviations

¦ Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

¦ Annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus in terms of Regulation 32(7) of the Listing Regulations.

¦ Carrying out any other function as may be referred to the Committee by the Board. xxii.
Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

¦ Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

The previous Annual General Meeting of the Company was held on 30th September 2022 and

Chairman of the Audit Committee, attended previous AGM.

The composition of the Audit Committee and the attendance of each member of the Audit

Committee are given below:

During the Financial Year 2022-23, (5) Five meetings of the Audit Committee were held on the

30.05.2022, 14.08.2022, 08.09.2022, 14.11.2022 and 10.02.2023.

The details of the composition of the Committee and attendance of the members at the meetings

are given below:

Name

Designation

Category

No. of Meetings
held

No. of Meetings
attended

M. Sridhar

Chairman

NED(I)

5

5

Sowmya

Ranganath

Member

ned(i)

5

5

Chitmi Srinivasa
Reddy

Member

NED(I)

5

5

NED (I): Non-Executive Independent Director

All the recommendations of the Audit Committee have been accepted by the Board of

Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE:Brief Description of Terms of Reference:

The terms of reference of the Nomination and Remuneration committee constituted in terms of

Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR) Regulations,

2015 are as under:

¦ To approve the fixation/revision of remuneration of Executive Directors of the Company
and while approving:

1. To take into account the financial position of the Company, trend in the industry, appointee’s
qualification, experience, past performance, past remuneration etc.

2. To bring out objectivity in determining the remuneration package while striking a balance
between the interest of the Company and the Shareholders.

¦ To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the
Board their appointment and /or removal.

¦ To carry out evaluation of every Director’s performance.

¦ To formulate the criteria for determining qualifications, positive attributes and
independence of a director, and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel and other employees.

¦ For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

1. use the services of an external agencies, if required;

2. consider candidates from a wide range of backgrounds, having due regard to diversity; and

3. consider the time commitments of the candidates.

¦ To formulate the criteria for evaluation of Independent Directors and the Board.

¦ To recommend/review remuneration of the Managing Director and Whole-time Director(s)
based on their performance and defined assessment criteria.

¦ devising a policy on diversity of board of directors;

¦ appointment whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors.

¦ Recommend to the board, all remuneration, in whatever form, payable to senior
management.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the
Directors, responsibilities shouldered, individual performance etc.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

During the Financial Year 2022-23, One meeting of Committee was held on 10.02.2023.

The details of composition of the Committee are given below:

Name

Designation

Category

No. of Meetings
held

No. of Meetings
attended

M. Sridhar

Chairman

NED(I)

1

1

Sowmya

Ranganath

Member

ned(i)

1

1

Chitmi Srinivasa
Reddy

Member

NED(I)

1

1

NED (I): Non-Executive Independent Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE
1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence
of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI
(Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

3. Policy:Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and its
individual members. The objective is to have a board with diverse background and experience
that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take
into account factors, such as:

> General understanding of the company’s business dynamics, global business and social
perspective;

> Educational and professional background

> Standing in the profession;

> Personal and professional ethics, integrity and values;

> Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

> shall possess a Director Identification Number;

> shall not be disqualified under the Companies Act, 2013;

> shall Endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;

> shall abide by the code of Conduct established by the company for Directors and senior
Management personnel;

> shall disclose his concern or interest in any company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting
of the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;

> Such other requirements as may be prescribed, from time to time, under the Companies
Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015
and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the company’s business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors
at time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or relationships
are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in
Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the “Code for Independent Directors “as
specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere
with their role as Director of the company. The NR Committee shall take into account the
nature of, and the time involved in a Director Service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than
10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more
than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included
and all other companies including private limited companies, foreign companies and
companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a director appointed to the Board of the company.

2.2 “Key Managerial Personnel” means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration Committee” means the committee constituted by
Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19
of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)
committee shall review and approve the remuneration payable to the Executive Director of the
company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non - Executive Directors of the
Company within the overall limits approved by the shareholders as per provisions of the
companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the
Board and the Committees thereof. The Non-Executive Directors shall also be entitled to profit
related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.

Individual remuneration shall be determined within the appropriate grade and shall be based
on various factors such as job profile skill sets, seniority, experience and prevailing
remuneration levels for equivalent jobs.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

Terms of reference of the committee comprise of various matters provided under Regulation
20 of the Listing Regulations and section 178 of the Companies Act, 2013 which inter-alia
include:

Brief description of terms of reference:

¦ Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;

¦ Review of measures taken for effective exercise of voting rights by shareholders;

¦ Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;

¦ Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

¦ Such other matter as may be specified by the Board from time to time.

¦ Authority to review / investigate into any matter covered by Section 178 of the Companies
Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations

A.) Composition:

During the financial year 2022-23, (1) one meeting of the Stakeholders and Relationship
Committee meeting held on the 10.02.2023.

The Details of composition of the Committee are given below:

Name

Designation

Category

No. of Meetings
held

No. of Meetings
attended

M. Sridhar

Chairman

NED(I)

1

1

Sowmya

Ranganath

Member

ned(i)

1

1

Chitmi Srinivasa
Reddy

Member

NED(I)

1

1

NED (I): Non-Executive Independent Director
B) Powers:

The Committee has been delegated with the following powers:

¦ To redress shareholder and investor complaints relating to transfer of shares,
Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared
dividend and other allied complaints.

¦ To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

¦ Consolidate and sub-division of share certificates etc.

¦ To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares
to the Registrar and Share Transfer Agents, who process share transfers within a week
of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called support@croissance-
group.com
.
for complaints/grievances

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of SEBI (LO&DR) Regulations, 2015, a vigil Mechanism for Directors and
employees to report genuine concerns has been established. It also provides for necessary
safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for Directors and employees to
report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 read with Regulation 22 of SEBI (LO&DR) Regulations, 2015. The same has been
placed on the website of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec 73, 74 & 76
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during
the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed
for inefficiency or inadequacy of such controls.

INSURANCE:

The properties and assets of your Company are adequately insured.

CREDIT & GUARANTEE FACILITIES:

The Company has not availed any Working Capital facilities and Term Loan from Banks
during the year under review.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS
OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER
RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report since the company is not paying
any remuneration to the Managing Directors, Whole time directors and other independent
directors during the year.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under
the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance is not applicable to the company since the Paid-up Equity Share Capital
and Net Worth of the Company does not exceed Rs. 10 Crores and Rs. 25 Crores respectively.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulations,
2015 appended as
Annexure IV for information of the Members.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website. The policies are reviewed periodically by the Board and updated based on need and
new compliance requirement.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in complying
with all pollution control measures from time to time strictly as per the directions of the
Government.

We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

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. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.

All employees are covered under this policy. During the year 2022-2023 under review, there
were no complaints pertaining to sexual harassment against women pending at the beginning
of the year or received during the year by the Committee.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Change in Name of the Company: NA

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016.

No corporate insolvency resolution processes were initiated against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year under review.

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company.

CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the Financial Statements for the Financial
Y ear 2022-2023 is annexed in this Annual Report.

ACKNOWLEDGEMENTS:

Your directors, wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company. Your
directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company for their continued support for the
growth of the Company.

Place: Bengaluru For and on behalf of the Board of

Date: 23.10.2023 Croissance Limited

Sd/- Sd/-

Amaresh Rao Gaikwad Sravan Prabhakar Veledandi

Whole-time Director & CFO Managing Director

(DIN- 06824486) (DIN- 02757599)


Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting before you the Directors’ Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS, STATE OF AFFAIRS:

The financial results of the company during the period ended 31st March, 2018 has been as under:

(Rs. In Lakhs)

Particulars

2017-2018

2016-2017

Total Income

13.87

20.43

Total Expenditure

12.73

15.49

Profit Before Tax

1.14

4.95

Provision for Tax

0.37

1.50

Profit after Tax

0.77

3.45

Earnings per share

0.00

0.01

2. Review of Operations:

The Directors wish to report that your company has achieved the turnover of Rs. 13.87 lakhs for the financial year ended 31.03.2018 as against Rs. 20.43 lakhs for the financial year ended 31.03.2017. The Profit after tax stood at Rs. 0.77 lakhs for the financial year ended 31.03.2018 as against Rs. 3.45 lakhs for the financial year ended 31.03.2017.

3. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31stMarch, 2018 and the date of Board’s Report. (i.e. 13.08.2018)

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards’ Report there was no change in the nature of business.

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

6. TRANSFER TO RESERVES:

During the year, no amount has been transferred to reserves.

7. DIVIDEND:

Keeping the Company’s expansion and growth plans in mind, the Directors have decided not to recommend dividend for the year.

8. CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs only) divided into 7,50,00,000 equity shares (Seven Crore Fifty Lakhs only) of Rs. 1/- each only. The Paid -up capital of the company is Rs. 6,85,48,000 (Rupees Six Crore Eighty Five Lakhs Forty Eight Thousand only) divided into 6,85,48,000 equity shares (Six Crore Eighty Five Lakhs Forty Eight Thousand only) of Rs.1/- each.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review as per section 131 of the Companies Act, 2013.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.swagruhainfra.com.

13. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 7 (Seven) times on 29.05.2017, 29.07.2017, 29.08.2017, 11.09.2017, 17.11.2017, 12.12.2017 and 12.02.2018 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

14. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively.

15. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015 as ANNEXURE I

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report - ANNEXURE II

17. RISK MANAGEMENT:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risk associated with the business. Major risk identified are systematically discussed at the meeting of the Audit committee and Board of Directors of the company, In line with the new regulatory requirement, the company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

19. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director’s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

I) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the NonIndependent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up.

During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.

20. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. M. Sridhar was appointed as additional director on 29.08.2017 and was regularized as Director in the Annual General Meeting held on 28.09.2017.

Mrs. N. L. Kalyani resigned from the Board on 17.11.2017. The Board has placed on records its sincere appreciation for the valuable contribution made by him.

In accordance with Section 152 of the Act, Mr. Jayasimha Reddy Middivari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Managing Director for a period of 3 years with effect from 13 Aug. 2018.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:-:

Name of the Director

Mr. Jayasimha Reddy

Date of Birth

05.04.1971

Date of Appointment

23.03.2013

Qualification

Engineer

Expertise in specific functional areas

Experience

in the field of

in the field of

Infrastructure

Infrastructure

Directorships held in other companies (excluding private limited and foreign companies)

Nil

Membership/Chairmanship of committee of other companies (includes only Audit Committee and Stakeholders Relationship Committee)

Nil

No. of Shares held in the Company

Nil

Inter se relationship with any Director

N.A.

21. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website www.swagruhainfra.com.

22. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company’s financial and risk management’s policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company’s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 28.09.2017 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

During the financial year 2017-18, (5) Five meetings of the Audit Committee were held on the 29.05.2017, 29.08.2017, 11.09.2017, 12.12.2017, 12.02.2018.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name

Designation

Category

No. of Meetings held

No. of Meetings attended

Gopal Gillela

Chairman

NED(I)

5

5

Mathew Oommen

Member

NED(I)

5

5

M. Sridhar

Member

NED(I)

5

2

NED (I): Non-Executive Independent Director

23. NOMINATION & REMUNERATION COMMITTEE

Terms of reference: The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

- To take into account the financial position of the Company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration etc.

- To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy: The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

During the year, the committee met on 29.08.2017.

The details of composition of the Committee are given below:

Name

Designation

Category

No. of Meetings held

No. of Meetings attended

Gopal Gillela

Chairman

NED(I)

1

1

Mathew Oommen

Member

NED(I)

1

1

M. Sridhar

Member

NED(I)

1

1

NED (I): Non-Executive Independent Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 ”Director” means a director appointed to the Board of a Company.

1.2 ”Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 ”Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy: Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company’s business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the Companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV to the companies Act, 2013.

a. Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of, and the time involved in a Director Service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 ”Director” means a Director appointed to the Board of the company.

2.2 ”Key Managerial Personnel” means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration Committee” means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non - Executive Directors shall be entitled to sitt’ng fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name

Designation

Category

Gopal Gillela

Chairman

NED(I)

Mathew Oommen

Member

NED(I)

M. Sridhar

Member

NED(I)

NED (I): Non Executive Independent Director B) Powers:

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* To approve, transfer, transmission, and issue of duplicate / fresh share certi’ficate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

25. RISK MANAGEMENT COMMITTEE:

A.) Composition:

The Details of composition of the Committee are given below:

Name

Designation

Category

Gopal Gillela

Chairman

NED(I)

Mathew Oommen

Member

NED(I)

M. Sridhar

Member

NED(I)

NED (I) : Non Executive Independent Director

B) RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

26. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Gopal Gillela, Mr. M. Sridhar and Mr. Mathew Oommen, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-ANNEXURE-III

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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 this Act 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;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) 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.

28. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary, Joint venture or associate company which have become or ceased to be its subsidiaries, joint venture or associate company during the year.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

30. STATUTORY AUDITORS:

M/s. M. M. Reddy & Co., Chartered Accountants, retire at the ensuing Annual general meeting and are eligible for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s M.M. Reddy & Co, Chartered Accountants as the statutory auditors of the Company for a period of 3 years from the conclusion of this 24th Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company to be held in the year 2021.

31. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s. Channamolu & Co., Chartered Accountants are the internal Auditors of the Company.

34. SECRETARIAL AUDITOR:

The Board had appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad, having CP No.7478 to conduct Secretarial Audit for the financial year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2017- 18 is enclosed as ANNEXURE IV to this Report.

35. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopted Indian Accounting Standards with effect from 01st April, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

36. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and the following are the qualifications, reservations or adverse remarks:

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not has the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crore or more, a net profit of Rs. 5 Crore or more during the financial year or, Section 135 of the Companies Act,2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy and also not required the composition of Corporate Social Responsibility Committee.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

40. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during the year.

41. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

42. RATIO OF REMUNERATION TO EACH DIRECTOR:

No Remuneration is paid to the directors of the company.

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

44. MD / CFO CERTIFICATION:

The Managing Director / CFO certification of the financial statements for the year 2017-18 is provided elsewhere in this Annual Report.

45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

46. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

47. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4 Non- Exercising of voting rights : During the year under review, there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.

6. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

48. PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

49. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year, no company has become or ceased to be its subsidiaries, joint ventures or associate company.

50. 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. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

51. OPEN OFFER:

During the period under review, Mr. Hemant Bahri, Mrs. Sangeet Bahri, Bahri Estates Private Limited, Mr. Sravan Veledandi Prabhakar and Mrs. Reshma Narain (acquirers) made the open offer to the existing shareholders of the Company pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 for acquisition of 1,78,22,500 equity shares of face value of Rs. 1.00 each representing 26 % of Equity share Capital/Voting Capital of the Company at a price of Rs. 1.45 per Equity Share.

SEBI vide reference no. SEBI/HO/CFD/DCR-2/OW/P/2018/22420/1 dated 09.08.2018 approved/given comments for the open offer for acquisition of 1,78,22,500 equity shares of the face value of Rs. 1.00 each representing 26 % of Equity share Capital/Voting Capital of the Company at a price of Rs. 1.45 per Equity Share.

52. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

Swagruha Infrastructure Limited

Sd/-

Place: Bengaluru Jayasimha Reddy

Date: 13.08.2018 Managing Director

(DIN:06490738)

Sd/-

Babu Sahebe Shaik

Director cum CFO

(DIN: 06716186)


Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The financial results of the company during the period ended 31st March, 2016 has been as under:

Particulars

2015-2016

2014-2015

Total Income

24.25

27.89

Total Expenditure

18.19

18.85

Profit Before Tax

6.06

9.03

Provision for Tax

2.50

3.00

Profit after Tax

3.56

6.03

Earnings per share

0.003

0.00

Review of Operations:

Your Directors wish to report that your company has achieved the turnover of Rs. 24.25 lakhs for the financial year ended 31.03.2016 as against Rs. 27.89 lakhs for the financial year ended 31.03.2015. The Profit after tax stood at Rs. 3.56 lakhs for the financial year ended 31.03.2016 as against Rs. 6.03 lakhs for the financial year ended 31.03.2015.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March, 2016 and the date of Board''s Report. (i.e. 30/08/2016)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

5. TRANSFER TO RESERVES:

During the year, no amount has been transferred to reserves.

6. DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

7. CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs only) divided into 7,50,00,000 equity shares (Seven Crore Fifty Lakhs only) of Rs. 1/- each only. The Paid -up capital of the company is Rs. 6, 85, 48,000 (Rupees Six Crore Eighty Five Lakhs Forty Eight Thousand only) divided into 6, 85, 48,000 equity shares (Six Crore Eighty Five Lakhs Forty Eight Thousand only) of Rs.1/- each.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year, the Company has not entered into any contract/arrangement/transaction as per section 188 of the companies act, 2013.

12. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 30.05.2015, 13.08.2015, 05.09.2015,

06.11.2015 and 13.02.2016 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the company voluntarily provides a separate section in the annual report titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report - Annexure I

16. RISK MANAGEMENT:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risk associated with the business. Major risk identified are systematically discussed at the meeting of the Audit committee and Board of Directors of the company, In line with the new regulatory requirement, the company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

17. COMMITTEES OF THE BOARD:

The Board of Directors of the your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013/Listi''ng Agreement and SEBI (LODR) Regulations, 2015 viz. Audit committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of the listing Agreement and SEBI (LODR) Regulations, 2015 the Board had also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of term of reference/role of the committee are taken on record by the Board of Directors.

Details of the role and constitution of committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the corporate governance section of the Annual Report.

18. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

19. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. Mathew Oommen was appointed as Additional Director w.e.f. 06.11.2015. Now the Board proposes to appoint him as Independent Director subject to necessary compliances.

In accordance read Section 152 of the Act, Mr. Jayasimha Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:-:

Name of the Director

Mathew Oommen

Jayasimha Reddy

Date of Birth

16.11.1978

05.04.1971

Date of Appointment

06.11.2015

23.03.2013

Qualification

Graduate

Graduate

Expertise in specific functional areas

in the field of

Infrastructure

Experience

in the field of Infrastructure

Experience

Directorships held in other companies (excluding private limited and foreign companies)

Nil

Nil

Membership/Chairmanship of committee of other companies (includes only Audit Committee and Stakeholders Relationship Committee)

Nil

Nil

No. of Shares held in the Company

Nil

Nil

Inter se relationship with any Director

N.A.

N.A.

22. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Srinivasulu Konduru , Mr. Gopal Gillela and Mr. Mathew Oommen, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Annexure-II

23. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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 this Act 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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary, Joint venture or associate company which have become or ceased to be its subsidiaries, joint venture or associate company during the year.

25. STATUTORY AUDITORS:

M/s. Verma Mehta & Associates, Chartered Accountants, retire at the ensuing Annual general meeting and have declared their unwillingness to continue to act as Statutory Auditors of our Company due to their preoccupation.

A consent to act as Statutory Auditor of your Company has been obtained from M/s. M.M. Reddy & Co, Chartered Accountants.

Thus, considering the same, your Board proposes the appointment of M/s. M.M. Reddy & Co, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of next annual general meeting.

26. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s. Tejas H Nadkarni & Associates., Chartered Accountants are the internal Auditors of the Company.

27. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as Annexure III

28. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and the following are the qualifications, reservations or adverse remarks:

(i) The Company has belatedly filed few of the e-forms required to be filed under Act and certain e-forms required to be filed are still pending for filing.

(ii) The Company has not appointed Company Secretary as required under section 203 of the Companies Act, 2013.

(iii) The Company has Managing Director and CFO namely Mrs. N L Kalyani and Mr. Babu Shaik respectively. But, the e-form filing as required under the Companies Act, 2013 for appointment of CFO is not done.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not has the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crore or more, a net profit of Rs. 5 Crore or more during the financial year or, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

30. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e. www.swagruhainfra.com.

- Board Diversity Policy

- Policy on preservation of Documents

- Risk Management Policy

- Whistle Blower Policy

- Familiarization programme for Independent Directors

- Related Party Policy

- Code of Conduct under Insider trading Regulations.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

33. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during the year.

34. DISCLOSURE ABOUT COST AUDIT: Q

Cost Audit is not applicable to your Company.

35. RATIO OF REMUNERATION TO EACH DIRECTOR:

No Remuneration is paid to the directors.

36. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

37. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 201516 is provided elsewhere in this Annual Report.

38. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

39. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

40. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

41. EMPLOYEE RELATIONS AND REMUNERATION:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

42. 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. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

43. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

Swagruha Infrastructure Limited

Sd/-

Place: Hyderabad N.L. Kalyani

Date: 30.08.2016 Chairman & Managing Director

(DIN: 01669808)

Sd/-

Jayasimha Reddy Director

(DIN: 06490738)


Mar 31, 2015

To

The Members,

The Directors of your Company are pleased to present the 21st Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015.

1. Financial Highlights:

The working results of the Company for the year under report are as under:-

2014-2015 2013-2014

Income 2,788,963 2,051,486

Expenditure 1,885,832 1,173,789

Profit before Tax 903,131 877,697

Tax 300,000 300,000

Profit after Tax 603,131 577,697

Balance brought forward from previous year (62,167,660) (62,745,357)

Balance carried to Balance Sheet (61,564,529) (62,167,660)

Basic Earnings Per Share 0.00 0.01 (Face Value of Re. 1 per share)

2. Performance:

Your Directors wish to report that your Company has achieved the turnover of Rs. 2,788,963 for the year ended March 31, 2015 as against Rs. 2,051,486 for financial year 2013-2014. Similarly for the FY 14-15, Profit before Tax (PBT) stood at Rs. 903,131 and Net Profit (Profit After Tax) at Rs. 603,131 as against PBT of Rs.877,697 and PAT of Rs.577,697 for the previous financial year.

3. Dividend:

In order to conserve resources, the Board of Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15.

4. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

5. Subsidiary, Joint Ventures and Associate Companies:

As on 31st March, 2015, your Company has no subsidiary company. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Further the company has not entered into Joint Ventures with any company, details of which are mentioned in "Annexure V" in prescribed Form AOC 1.

6. Director's Responsibility Statement:

In terms of the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

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

- 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;

- the Directors have prepared the annual accounts on a "going concern basis";

- the Directors have laid down internal financial controls to be followed by the Company and that such controls are adequate and are operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

7. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

8. Transfer to Reserves:

During the year under review the company has not transferred any amount to reserves.

9. Share Capital

- Authorized Share Capital:

The Authorized Share Capital of the Company presently is 25, 00, 00, 000 (Twenty Five Crore only) divided into 25, 00, 00, 000 (Twenty Five Crore shares) at the Face Value (F.V.) of Re. 1 /- each. The Company Share price was Rs. 10/- which was later on sub divided into Rs 1/- in the meeting of 12th March, 2014.

- Paid-up Share Capital:

The Issued, Subscribed and Paid up Capital of the Company is Rs. 6, 85, 48,000 (Six Crore Eighty Five Lakhs Forty Eight Thousand only) divide into 6, 85, 48, 000 shares of Re. 1/- each.

10. Capital Raising/ Preferential Allotment Of Warrants Converting To Equivalent Number Of Equity Shares And Utilization Of Proceeds Received From Preferential Allotment:

Preferential Issue of Warrants:

- In order to generate long term resources for implementing future growth plans, to augment the capital base, meet working capital requirements and to make strategic investments and to enable the Company to raise additional borrowing in case of requirement, during the year under review, the Company had issued and allotted warrants convertible into equal number of equity shares of Rs.10/- each on preferential basis to the promoters and non promoters, at the issue price calculated under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, on preferential basis duly approved by Shareholders and the Board of Directors of the Company.

- On May 07, 2014, the Company issued and allotted 25, 00, 000 Warrants convertible into equal number of equity shares of Rs. 10/- each at a premium of Rs. 90/- each, aggregating to Rs. 25,00,00,000/- to the promoters and non-promoters on preferential basis [in accordance with the Regulations for Preferential Issue contained in Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009]. The warrants shall be converted into Equity Shares, in one or more trenches, within 18 months from the date of their allotment

11. Related Party Transactions:

During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure IV" in Form AOC-2 and the same forms part of this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.swagruhainfra.com.

12. Risk Management:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Major risks identified are systematically discussed at the meeting of the Audit Committee and Board of Directors of the Company. In line with the new regulatory requirement, the Company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

13. Internal Control Systems and their Adequacy:

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

14. Directors:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Babu Shaik, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re–appointment.

15. Key Managerial Personnel:

During the year under review, Mrs. Nerogi Lakshmi Kalyani, Managing Director and Mr. Babu Shaik, Chief Financial Officer (appointed w.e.f. 14th November, 2014) were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

16. Declaration by the Independent Directors:

The Company has received declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

17. Performance Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors, the Board as a whole and it various committees was conducted based on the criteria and framework adopted by the Board.

The Nomination and Remuneration Policy is annexed herewith as "Annexure VI".

18. Familiarization of Independent Directors:

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.swagruhainfra.com.

19. Auditors and Auditor's Report:

- Statutory Auditors:

M/s Verma Mehta & Associates, Chartered Accountants were appointed as Statutory Auditors at the 20thAnnual General Meeting of the Company, for a term of five (5) consecutive financial years and they shall hold office till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2019, subject to ratification by the Shareholders at every Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

- Auditor's Report:

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

- Internal Auditor:

The Company has appointed M/s Tejas Nadkarni & Associates as the Internal Auditor, qualified Chartered Accountants, Mumbai, who are responsible for conducting internal audit of the head office functions and reports directly to the Audit Committee of the Board.

- Secretarial Auditors:

The Board has appointed Mr. Bimlendu Kumar, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure III" to this Report.

20. Particulars of Loans, Guarantees and Investments:

During the year under review the Company has not taken any Loans, provided Guarantees nor made any Investments.

21. Committees of the Board:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013/Listing Agreement viz. Audit Committee, Nomination and Remuneration committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the Board had also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/role of the Committees are taken on record by the Board of Directors.

Details of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

22. Meetings of Board of Directors:

The Board met six (6) times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two Board Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

23. Public deposits:

Your Company has not accepted any deposits from the public, or its employees during the year under review.

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in "Annexure I" forming part of this Report.

25. Extract of Annual Return:

Extract of Annual Return of the Company for the Financial Year ended 31st March, 2015 in Form No. MGT-9 is annexed herewith as "Annexure II" to this Report.

26. Particulars of Employees and other Additional Information:

During the year ended March 31, 2015, no employee is drawing remuneration in excess of the amount prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

27. Transfer of amount to Investor Education & Protection Fund (IEPF):

During the period under review your company has not transferred any amounts to Investor Education & Protection Fund.

28. Industrial relations:

The industrial relations continued to be generally peaceful and cordial during the year.

29. Corporate Social Responsibility (CSR):

The conditions prescribed in the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee are not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company.

30. Significant and material Orders passed by the Regulators/Courts, if any:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its future operations.

31. Acknowledgements:

Your Directors would like to acknowledge and express sincere appreciation from all stakeholders which inter alia includes Banks, Financial Institutions, Government Authorities, Customers, Vendors and members.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By order of the Board

For Swagruha Infrastructure Limited Sd/-

N.L. Kalyani

Hyderabad CMD & Compliance Officer

September 5, 2015 DIN: 01669808


Mar 31, 2014

To,

The Members of Swagruha Infrastructure Limited,

The Directors have pleasure in presenting the Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS : (Rs. in Lakhs) Particulars 2013-14 2012-13

Income 20.51 17.60

Expenditure 11.73 10.56

Profit before tax 8.77 7.04

Tax 3.00 3.00

Profit after tax 5.77 4.04

OPERATIONAL PERFORMANCE:

Your Directors wish to report that your Company has achieved the turnover of Rs. 20.51 Lakhs for the year ended March 31, 2014 as against Rs. 17.60 for FY 12-13. The rise in income has been due to the income from contract work during the year under review.

Similarly for the FY 13-14, Profit Before Tax (PBT) stood at Rs. 8.77 Lakhs and Net Profit (Profit After Tax) at Rs. 5.77 Lakhs as against PBT of Rs.7.04 Lakhs and PAT of Rs.4.04 Lakhs for the previous financial year.

DIVIDEND:

After taking into consideration the financial Results of the Company for the Financial Year 2013-2014, and with an intention to build up the net worth for future expansion and growth plans, your Directors are of the opinion that no dividend be recommended for the year under review.

PUBLIC DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under the provisions of the sections 58A AND 58AA of the Companies Act, 1956 and the rules framed thereunder.

LISTING OF SHARES AND DEPOSITORIES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). There are no arrears on account of payment of listing fees to the Stock Exchanges.

DIRECTORS:

Liable to retire by rotation:

Mr. Jayasimha Reddy (holding DIN 06490738), Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re- appointment as an Executive Director of the Company liable to retire by rotation.

Re- appointment of Independent Directors

Mr. Srinivasalu Konduru (holding DIN 06489376) and Mr. Gopal Gillela (holding DIN 06369221) are Independent Directors of the Company. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Konduru and Mr. Gillela are proposed to be re-appointed as Independent Directors to hold office for period of five years with effect from 1st October, 2014, not liable to retire by rotation. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

In the opinion of the Board Mr. Konduru and Mr. Gillela fulfil the conditions specified in the Companies Act, 2013 and the rules made thereunder for their appointment as Independent directors of the Company and are independent of the management.

Change in Designation:

Mr. Babu Shaik was appointed as an Additional Director on the Board of the Company on 5th February, 2014. However, as per the applicable provisions of Companies Act, 2013, his term expires as an Additional Director in this Annual General Meeting. However, a notice proposing his candidature for office of director has been received by the Company pursuant to Section 160 of the Companies Act, 2013.

Thus, considering his contribution to the Company since his appointment on the Board, your directors recommend the appointment of Mr. Babu Shaik as an Executive Director of the Company.

Fresh Appointment:

A notice proposing the appointment of Ms. Radhika R on the Board of the Company has been received pursuant to Section 160 of the Companies Act, 2013.

Having experience in the field of Banking & Healthcare, the Board considers that her appointment on the Board of the Company would be beneficial to the Company and thus proposes her appointment as a Director on the Board of the Company.

Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

AUDITORS:

M/s. M.M. Reddy & Co. Chartered Accountants, retire at the ensuing Annual general meeting and have declared their unwillingness to continue to act as Statutory Auditors of our Company for the financial year 2014-15, due to their pre- occupation.

A consent to act as Statutory Auditor of your Company has been obtained from M/s. Verma Mehta & Associates, Chartered Accountants (FRN No. 112118W).

Thus, considering the same, your Board proposes the appointment of M/s. Verma Mehta & Associates as Statutory Auditors of the Company for a period of five years from the conclusion of this Annual General Meeting, subject to ratification by Members every year.

AUDITORS REPORT:

The observations made in the Auditor''s Report are self-explanatory and, therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CAPITAL EVOLUTION:

The members in the Annual General Meeting of the Company, held on 28th September, 2013 had approved the proposal of the Board to sub-divide the face value of the Equity Shares of the Company from Rs. 10/- (Rupees Ten only) to Rs. 5/- (Rupees Five only). However, the Company could not implement the approved sub-division. Thus, on discussing the same at the meeting of the Board held on 17th February, 2014, and considering the existing market scenario, the Board proposed for sub-dividing the face value to Re. 1/- per share instead of Rs. 5/- per share and placed the same for approval of members in the Extra-Ordinary General meeting (EGM) of the Company held on 12th March, 2014.

The Board also proposed to the members to cancel the earlier resolutions passed by the members for the sub-division and the corresponding amendment in the Capital Clause of the Memorandum of Association. A special resolution to that effect was duly passed by the shareholders.

Furthermore, the notice to the EGM so conducted also proposed for issue of 2,50,00,000 convertible warrants, convertible into Equity Shares of the Company, to persons other than the existing holders, pursuant to the applicable provisions of Companies Act and SEBI (ICDR) regulations, applicable at that time.

Also a resolution proposing increasing in the Authorized Share capital of the Company from Rs. 7,50,00,000/- to Rs. 25,00,00,000/-, in order to accommodate the issue as stated above, was put up for approval of members.

The aforesaid resolutions were approved by the shareholders with requisite majority.

In accordance with regulations applicable to the Company and on receipt of an In-principle approval from BSE Limited dated 23rd April, 2014, the Board of Directors in their meeting held on 7th May, 2014, allotted the aforesaid warrants to the allottees from whom the application money was received.

REPORT ON CORPORATE GOVERANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section and forming part of the Annual Report. Your Company''s Statutory Auditors'' Certificate confirming compliance with Clause 49 of the Listing Agreement also forms part of this 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 presented in separate section and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the year under review.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

A. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1) (e) of the Companies Act, 1956 is not given as the Company does not fall under the category as mentioned above.

B. PARTICULARS OF EMPLOYEES

As required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, as at 31st March, 2014, none of the employees employed throughout the year were in receipt of remuneration of Rs.60 lacs or more per annum.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors based on the information and representations received from the operating management confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

- The Directors 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 31st March 2014 and of the profits of the Company for the year ended on that date.

- The Directors 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.

- The Directors prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued co-operation and assistance of the APIIC, State Government of Andhra Pradesh, the Bankers, Customers and the valuable advice and support received from the shareholders.

The Directors would also like to thank the employees for the continued support given by them to the Company and their confidence reposed in the management.

By Order of the Board For Swagruha Infrastructure Limited

Sd/- Nerogi Lakshmi Kalyani CMD & Compliance Officer Place: Hyderabad DIN: 01669808 Date: 5th September, 2014


Mar 31, 2012

The Directors have great pleasure in presenting this 18th Annual Report together with the audited financial statements of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars 2011-2012 2010-2011

Income 30.24 25.37

Expenditure 558.47 24.98

Profit for the year (528.23) 0.38

Add: Loss brought forward (103.26) (103.51)

Profit / (Loss) carried to Balance Sheet (631.49) (103.26)

OPERATIONAL PERFORMANCE

You will be glad to note that our Company has achieved a turnover of Rs. 30.24 Lakhs. However it could not sustain its profit for the year due to bad debts and Advances written off. Loss for the year amounted to Rs. 528.23 lakhs.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under the provisions of the sections 58A and 58AA of the Act and the rules framed there under, where applicable.

AUDITORS

The retiring auditors, M/s. M. M. REDDY & CO., Chartered Accountants, be and are hereby Re-appointed as auditors of this company to hold office from the conclusion of this annual general meeting to the conclusion of the next annual general meeting of the company on such remuneration as may be mutually agreed upon between the Board of Directors or the Audit Committee and the Auditors.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Company (Disclosures of particulars in the report of Board of Directors) Rules, 1988.

Foreign Exchange Earnings & Out Go: Earnings:

FOB Value of Exports : Rs. Nil

Out Go:

CIF Value of Capital Goods : Rs. Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, is hereby confirming that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they 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 at the end of the financial year and of the profit or loss of the Company for that period;

c) 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;

d) That the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued co-operation and assistance of the APIIC, State Government of Andhra Pradesh, the Bankers, Customers and the valuable advice and support received from the shareholders.

The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also records its deep appreciation for the committed services of its employees during the year.

By Order of the Board of Directors

For Swagruha infrastructure Limited

Sd/-

Date: 03.09.2012 Director

Place: Hyderabad


Mar 31, 2010

The Directors have pleasure in presenting the 16th ANNUAL REPORT together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.in Thousands)

Sl.No Particulars 31.03.2010 31.03.2009

1 Income 1124.60 2496.91

2 Expenditure 1121.59 2971.39

3 Net Profit/ (Loss) before Tax 3.01 (474.48)

4 Provision for Tax Nil N

5 Net Profit/ (Loss) after Tax 3.01 (474.48)

6 Profit/(Loss) brought from last (10353.75) (9879.26) year

7 Profit/(Loss) carried to Balance (10350.74) (10353.75) Sheet

OPERATIONS:

During the year under review your Companys turnover has come down due sluggish real estate market in the Hyderabad where your Company main business is focused. We hope the market will pick up in the current financial year.

OUT LOOK & FUTURE PLANS

The outlook and future plans of the company are presented in Management Discussion and Analysis, forming part of this report.

DIVIDEND

Your directors have not recommended any dividend in view of the accumulated losses and need to build up long term and working capital resources.

FIXED DEPOSITS:

Your Company has not invited any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company Sri. Vidya Sagar Jalda, Sri.N.V.Satyanarayana and Sri.Mittapally Sudarshan, Directors of the Company would retire by rotation at the ensuring Annual General Meeting, and is eligible for re-appointment and expressed their willingness for their re-appointment.

LISTING OF SHARES:

The securities of the company are listed at BSE Limited, Mumbai. Presently the trading of the shares under suspension.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed.

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

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

(iv) The directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company believes in creating wealth for its Shareholders. In pursuit of this objective, the policies of the Company are designed to strengthen the ability of the Board of the Directors to supervise the management and to enhance long term shareholder value.

Pursuant to Clause 49 of the said Listing Agreement (a) Management Discussion and Analysis, (b) the Report of the Directors on the practices prevalent on Corporate Governance in the Company and (c) the Auditors Certificate on compliance of mandatory requirements of Corporate Governance are given as an annexure to this report.

AUDITORS:

M/s. S.Phani Kumar, Chartered Accountant, Auditor of the company who retires at the conclusion of the Annual General Meeting has given his consent to be reappointed for the current year.

DIRECTORS REPLY TO THE QULIFICATION OF AUDITORS

Reference Auditors Qualification Directors reply

2 (g)(i) of the No information with respect to party-wise Long outstandings in Auditors break-up,nature and origin of Sundry Debtors are on Report transaction, legal enforceability of claims account of erstwhile and the realizable values are available for business of Sundry Debtors amounting to Rs, Pharmaceuticals. Owing to 98,74,630 (Previous Year Rs. changes in the 98,55,124). management and administrative hierarchy over the years and discontinuance of the line of activity, etc have resulted in stagnation of Sundry Debtors. Your Directors are working on a time-bound programme to realize the same at an early date.

2 (g)(ii) of the No information with respect to party-wise Long outstandings in Loans Auditors break-up, nature and origin of & Advances are on account

Report transaction, legal enforceability of claims of various factors - most of and the realizable values are available for them are advances made Loans & Advances amounting to for purchase of capital Rs.4,74,28,481 (Previous Year equipment during 1995-96 Rs.4,74,28,481) and owing to financial crunch and continuous losses, the company could not fulfill the commitments to capital goods suppliers. Your Directors are working on a time-bound programme to realize the same at an early date.

2 (g)(iii) of the In the absence of necessary records, the Repeated changes in Auditors figures as per the previous years Audited registered office of the Report Financial Statements have been relied company, changes in upon. management and unexpected seepage of water, etc, have resulted in several statutory and financial records being lost/ destroyed. Your Directors are working on a time- bound programme to create all the necessary statutory records.

INFORMATION PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956.

No employees are drawing salary as specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 hence no details are required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A: Conservation Of Energy:

The management is striving to achieve cost reduction by economical usage of energy and to bring a general awareness about the energy conservation among employees.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

ACKNOWLEDGEMENTS:

The Directors take this opportunity to thank the share holders, Financial institutions, Banks, Customers and regulatory and Government authorities for their continuous support to the Company. Further the Directors wish to place on record their appreciation of employees at all levels for their hard work, dedication and commitment.

FOR AND ON BEHALF OF THE BOARD

Director Managing Director

Place: Hyderabad Date : 31.07.2010.

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