To The Members,
Your Directors have pleasure in presenting the Annual Report of the Company together
with Audited Accounts for the year ended on 31st March, 2024.
1. Financial Results: (Rs. In Lakhs)
|
Standalone |
Consolidated |
|
AS AT 31.03.2024 |
AS AT 31.03.2023 |
AS AT 31.03.2024 |
AS AT 31.03.2023 |
| Sales and Other Income |
3995.97 |
3960.29 |
4482.12 |
3960.29 |
| Profit before depreciation, taxation & Exceptional Items |
111.68 |
2.15 |
121.24 |
2.15 |
| Less: Depreciation |
0.43 |
1.11 |
0.43 |
1.11 |
| Less: Current Tax |
24.88 |
0.27 |
27.52 |
0.27 |
| Less: Mat Credit |
0.00 |
0.00 |
0.00 |
0.00 |
| Less: Mat Credit for earlier year |
0.00 |
0.00 |
0.00 |
0.00 |
| Less: Deferred Tax |
0.01 |
-0.11 |
0.01 |
-0.11 |
| Less: Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit after taxation |
86.36 |
0.88 |
93.28 |
0.88 |
| Add: Balance brought forward from previous year |
(12.80) |
(13.68) |
(12.80) |
(13.68) |
| Surplus available for appropriation |
86.36 |
0.88 |
93.28 |
0.88 |
| Appropriations |
0.00 |
0.00 |
0.00 |
0.00 |
| Transitional Provision for |
0.00 |
0.00 |
0.00 |
0.00 |
| Depreciation |
|
|
|
|
| Prior period Income Tax adjusted |
0.00 |
0.00 |
0.00 |
0.00 |
| Balance carried to Balance sheet |
73.55 |
(12.80) |
77.70 |
(12.80) |
2. Financial Position:
During the year under review, the Company has made a Standalone profit of Rs. 86.36
lakh during the year and Profit of Rs. 0.88 lakh in the preceding year. the Company has
made a Consolidated profit of Rs. 93.28 lakh during the year Your Directors are
identifying prospective areas and will make appropriate investments that will maximize the
revenue of the company in the current Financial Year.
3. Dividend :
In order to conserve the reserve, your directors do not recommend any dividend for the
financial year ended, 31st March, 2024.
4. Transfer of unclaimed dividend to Investor Education and Protection Fund
:Share Capital :
The paid-up equity capital as on March 31, 2024 was Rs. 820 lakhs. The Company has not
issued shares with differential voting rights nor granted stock options no sweat equity.
5. Raising of fund through Warrant Issue
During the period under review the Board of Directors in its meeting held on the 8th
January, 2024 unanimously approved a proposal of the issuance and allotment of up to
3,68,00,000 (Three Crore Sixty Eight Lakhs) Convertible Warrants ("Warrants") at
a price of 12.95/- (Rupees Twelve Rupees Ninety Five Paisa Only) per Warrant, including
the premium.
Each of these Warrants will possess the potential to be converted into, or exchanged
for, one (01) fully paid-up equity share of our Company, which carries a face value of
10/- (Rupees Ten Only). Furthermore, each equity share will have an associated premium of
2.95/- (Two Rupees Ninety Five Paisa Only) per share. The total aggregate funds raised
through this preferential issue will amount to 47,65,60,000/- (Rupees Forty Seven Crore
Sixty Five Lakhs Sixty Thousand Only).
Furthermore, the allotment of Warrants, was formally approved by our esteemed members
through a postal ballot. Furthermore the Board of Directors has approved allotment of
3,17,80,000 (Three Crore Seventy Lakhs Eighty Thousand) Convertible Warrants
("Warrants") in its meeting held on the 22nd March, 2024. The total
aggregate funds raised through this preferential issue will amount to 41,15,51,000/-
(Rupees Forty One Crore Fifteen Lakhs Fifty One Thousand Only).
Furthermore the Board of Directors at their meeting at 17th may, 2024 has
approved allotment of 1,20,60,000 (One Crore Twenty Lakhs Sixty Thousand) Equity shares of
face value of Rs.10/- each out of the warrants allotted by way of preferential allotment
to other than promoters on a preferential basis in accordance with provisions of Chapter V
of SEBI (ICDR) Regulations, 2018.
Furthermore, we wish to inform you that a comprehensive report detailing the allocation
and utilization of the funds raised through this preferential issue, up to the Quarter
ending June 2024, has been submitted by the Board
6. Material Changes and Commitment if any affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statements relate and the date of the report:
The Authorised Share Capital of the Company has been increased from 8,20,00,000/-
(Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two Lakhs) Equity
Shares to 45,00,00,000/- (Rupees Forty Five Crores only) divided into 4,50,00,000 (Four
Crore Fifty Lakhs) Equity Shares of 10/- each.
The Issued, Subscribed and Paid up Share Capital of the Company has been increased from
8,20,00,000/- (Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two
Lakhs) Equity Shares to 20,60,00,000/- (Rupees Twenty Crore Sixty Lakhs only) divided into
2,02,60,000 (Two Crore Two Lakh Sixty Thousand) Equity Shares of 10/- each.
7. Transfer to reserves :
No amount was transferred to the General Reserve during the period 1st April, 2023 to
31st March, 2024.
8. Disclosure under sexual harassment of women at workplace :
Your Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. No cases have been
files under the Act as the Company is keeping the working environment healthy.
9. Corporate Social Responsibility :
The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the company.
10. Business Responsibility Report :
The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates
inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top
hundred listed entities based on market capitalization. We does not fall in the top
hundred listed entities and hence not provided the BRR as part of our Annual Report.
11. Risk Management :
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion. The Board members were
informed about risk assessment and after which the Board formally adopted and implemented
the necessary steps for monitoring the risk management plan for the company.
12. Auditor :
Statutory Audit:
The observation made in the Auditors' Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013. M/s. J. Singh & Associates, Chartered Accountants, (Firm
Registration No. 110266W), Statutory Auditors of the Company has carried out the statutory
Audit and submitted its report for the financial year ended on 31st March,
2024.There is no qualification, disclaimer, reservation or adverse remark made by the
Statutory Auditors in Auditors' Report.
Secretarial Audit:
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. Pursuant to provisions of section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary
(Membership No. A48016 and C.P. No.:17543) to undertake the Secretarial Audit of the
Company for the financial year 2023-24. The Secretarial Audit report for the financial
year ended 31st March, 2023 is annexed herewith as “Annexure A” to this report.
The Secretarial Audit Report does not contain any qualification, reservation and adverse
remark.
13. Directors and Key Managerial Personnel's:
Mr. Rushil Hareshbhai Modi (DIN: 08339047) has been resigned from the position of
Managing Director due to confidential and unavoidable circumstances w.e.f. 01.04.2023
Mr. Rajendra Sabavat Dakana Naik (DIN: 09340513), Managing Director have appointed
w.e.f. 25.07.2023. Also he has been resigned from the position of Managing Director due to
family business opportunity which needs to be manage personally leading to insufficient
time to manage the operation of the Company w.e.f. 17.05.2024 after the closure of
Financial Year.
Ms. Chandani Anuj Kansara (DIN: 09670529), Independent Director and Mr. Kalpesh
Navnitlal Shah (DIN: 02727578) has been resigned due to unavoidable circumstances from
Directorship w.e.f. 06.10.2023.
Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830) and Ms. Prapti Uday Shah (DIN:
09216502) has appointed as an Independent Directors of the Company w.e.f. 06.10.2023
Mr. Sunil Motiram Jagtap (DIN: 09451551), Independent Director has been resigned due to
unavoidable circumstances from Directorship w.e.f. 28.10.2023
Mr. Abhishek Shivpujan Giri (DIN: 10364515) has appointed as an Independent Directors
of the Company w.e.f. 28.10.2023
Mr. Viral Mukundbhai Shah (DIN: 00014182) has appointed as an Independent Directors of
the Company w.e.f. 08.11.2023. Also he has been resigned from the position of Director
w.e.f. 19.02.2024
Mr. Rajendra Sabavat Dakana Naik, Chief Executive Officer of the Company have appointed
w.e.f. 07.06.2024 after the closure of Financial Year.
Mr. Mitesh Patel has been resigned from the position of Chief Financial Officer of the
Company w.e.f. 17.05.2024 after the closure of Financial Year.
All Independent Directors have given their declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Listing
Regulations. In the opinion of the Board, all the Independent Directors are well
experienced business leaders. Their vast experience shall greatly benefit the Company.
Further, they possess integrity and relevant proficiency which will bring tremendous value
to the Board and to the Company.
14. Corporate Governance And Management Discussion & Analysis Report:
The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23
does not contain the Corporate Governance Report. Further, as and when the company falls
under the applicability to provide Corporate Governance Report, the company will comply
with the same. Management discussion & analysis report regarding compliance of the
SEBI code of Corporate Governance is annexed herewith.
15. Acceptance of Deposit :
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as
amended.
16. Loans, Guarantee or Investments :
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company are
given in the notes to the financial statements
17. Internal Control System and Their Adequacy :
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board and to
maintain its objectivity and independence, the Audit Committee reports to the Chairman of
the Audit Committee and & to the Board Chairman & Managing Director.
18. Annual Evaluation of Board Performance and Performance of its Committees and of
Individual Directors : Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Stakeholders Relationship, Nomination&
Remuneration Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
19. Nomination & Remuneration Policy :
The Board has, on the recommendation of the Nomination& Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
20. Board & Committee Meetings :
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year 15 (Fifteen) meeting of the Board of directors, 8 (Eight) Audit Committee
Meetings, 6 (Six) Nomination & Remuneration
Committee Meetings and 1 (One) Stakeholders' Relationship Committee Meetings were held
in the Financial Year 2023-24. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
Number of Board Meeting and Attendance:
The Company sends notice of meetings of the Board well in advance so as to allow the
Directors to block their calendars. There were Fifteen meetings of the board viz.
01.04.2023, 30.05.2023, 22.07.2023, 25.07.2023, 19.08.2023, 01.09.2023, 06.10.2023,
28.10.2023, 08.11.2023, 08.01.2024, 31.01.2024, 19.02.2024, 06.03.2024, 07.03.2024 and
22.03.2024 held during the year, details which is required pursuant to Section 134(3)(b)
of the Companies Act, 2013 are given as under:
| Name of Director |
No. of Board Meeting attended |
Whether attended AGM |
| Rajendra Sabavat Dakana Naik |
12 |
Y |
| Pruthvikumar Vinodbhai Prajapati |
15 |
N |
| Monil Navinchandra Vora |
15 |
Y |
| Abhishek Shivpujan Giri |
8 |
N |
| Jagdishkumar Bhagvandas Patel |
9 |
N |
| Prapti Uday Shah |
9 |
N |
| Kalpesh Navnitlal Shah |
6 |
Y |
| Chandani Anuj Kansar |
6 |
Y |
| Sunil Motiram Jagtap |
7 |
N |
| Viral Mukundbhai Shah |
2 |
N |
Number of Audit Committee and Attendance:
Pursuant to provision of Section 177 of the Companies act 2013, during the year under
review, Eight meetings were held on 30.05.2023, 22.07.2023, 19.08.2023, 01.09.2023,
08.11.2023, 08.01.2024, 31.01.2024 and 22.03.2024. The attendance record of the members at
the meeting was as follows:
| Name of Member |
Designation |
Attendance |
| Sunil Motiram Jagtap |
Chairman |
4 |
| Abhishek Shivpujan Giri |
Chairman |
4 |
| Pruthvikumar Vinodbhai Prajapati |
Member |
8 |
| Chandani Prafulbhai Kansara |
Member |
4 |
| Prapti Uday Shah |
Member |
4 |
Number of Nomination and Remuneration Committee and Attendance:
Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year
under review, 6 meetings were held on 25.07.2023, 19.08.2023, 01.09.2023, 06.10.2023,
28.10.2023 and 08.11.2023. The attendance record of the members at the meeting was as
follows:
| Name of Member |
Designation |
Attendance |
| Sunil Motiram Jagtap |
Chairman |
5 |
| Abhishek Shivpujan Giri |
Chairman |
1 |
| Pruthvikumar Vinodbhai Prajapati |
Member |
6 |
| Chandani Prafulbhai Kansara |
Member |
4 |
| Prapti Uday Shah |
Member |
2 |
Number of Stakeholder Relationship Committee and Attendance:
Pursuant to provision of Section 178(5) of the Companies act 2013, during the year
under review, one meetings were held on 22.03.2024. The attendance record of the members
at the meeting was as follows:
| Name of Member |
Designation |
Attendance |
| Pruthvikumar Vinodbhai Prajapati |
Chairman |
1 |
| Abhishek Shivpujan Giri |
Member |
1 |
| Prapti Uday Shah |
Member |
1 |
21. Related Party Transactions :
All related party transactions that were entered into during the financial year were in
the ordinary course of the business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the company at
large. The policy is available on the website of the company
(http://www.sellwinindia.com/file/2016/may/PolicyofRelatedPartyTransaction.pdf).
22. Directors' Responsibility Statement :
The Financial Statement are prepared in accordance with the Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on accrual basis except
for certain financial instruments which are measured at fair value. GAAP comprises
mandatory accounting standards as prescribed under section 133 of the Companies Act,2013
("the Act") read with Companies (Accounts) Rules, 2014, the provision of the Act
(to the extent notified) and guidelines issued by the Securities and Exchange Board of
India (SEBI). There are no material departures from the prescribed accounting standards in
the adoption of these standards. In terms of Section 134 (5) of the Companies Act, 2013,
the directors would like to state that:
i) In the preparation of the annual accounts, for the financial year ended March 31,
2024 the applicable accounting standards have 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 or 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 this 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 ongoing concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
23. Preservation of documents :
All the documents as required under the Act, has been properly kept at the corporate
office of the Company.
24. Listing with Stock Exchange :
The Company confirms that it has not defaulted in paying the Annual Listing Fees for
the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.
25. Significant and Material Orders:
There are no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and Company's operation in future.
26. Fraud Reporting:
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
27. Secretarial Standards of ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India and approved by the Central Government and other
applicable Secretarial Standards from time to time.
28. Subsidiary Companies :
As of 31st March, 2024, the Company has 2 subsidiaries.
During the year, Mannibhadra Aggro Private Limited, subsidiary of the Company was
incorporated on 9th November, 2022 and Patel & Patel E-Commerce And
Services Private Limited, Subsidiary of the Company was incorporated 25th
August, 2021. The contribution of each of the subsidiaries in terms of the revenue and
profit is provided in Form AOC-1, which forms part of the Annual Report is annexed
herewith as “Annexure B” to this report
29. Code of Conduct :
The Board of Directors has a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company.
The Code has been posted on the Company's website. The Code lays down the standard
procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business and in particular on matters relating to integrity
in the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in a given situation
and the reporting structure. All the Board Members and the Senior Management Personnel
have confirmed compliance with the Code. All Management Staff were given appropriate
training in this regard.
30. Vigil Mechanism :
In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI
Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and
mismanagement, if any. In staying true to our values of Strength, Performance and Passion
and in line with our vision of being one of the most respected companies in India, the
Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The vigil mechanism ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board
looks into the complaints raised.
31. Archival Policy :
The policy deals with the retention and archival of corporate records of Sellwin
Traders Limited. The policy is available on the website of the company
(http://www.sellwinindia.com/file/2016/july/STL_Archival_Policy.pdf).
32. Prevention of Insider Trading :
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
33. Annual Return :
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013, the Annual Return as on March 31, 2024 is available at the web link:
www.sellwinindia.com
34. Managerial Remuneration/Particulars of Employees :
During the period under review, no employee of the Company drew remuneration in excess
of the limits specified under the provisions of Section 197(12) of the Companies Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
35. Statutory Information:
Particulars required to be furnished by the Companies (Accounts) Rules, 2014:
| ,1. CONSERVATION OF ENERGY |
: Nil |
| 2. TECHNOLOGY ABSORPTION & ADOPTION |
: Nil |
| 3. FOREIGN EXCHANGE EARNING & OUTGO |
: Nil |
36. Policy to Prevent Sexual Harassment at the Work Place:
The Company is committed to creating and maintaining an atmosphere in which employees
can work together, without fear of sexual harassment, exploitation or intimidation. Every
employee is made aware that the Company is strongly opposed to sexual harassment and that
such behavior is prohibited both by law and by the Sellwin Traders Ltd.
37. Details of Application made or Proceeding under Insolvency and Bankruptcy Code,
2016:
During the year under review, there were no applications made orproceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016
38. Details of Difference Between Valuation amount On one time Settlement and Valuation
while Availing Loan From Banks and Financial Institutions.
During the year under review, there has been no one time Settlement of loans taken from
Banks and Financial Institutions.
39. Acknowledgements :
The Board wishes to place on record their gratitude for the co-operation and assistance
received from all those who contributed by some means or other for the performance of the
company and expect the same in the future.
|
By Order of the Board |
|
For Sellwin Traders Limited |
|
Sd/- |
|
Monil Navinchandra Vora |
| Dated: 18th July, 2024 |
Director |
| Place: Ahmedabad |
DIN: 09627136 |
|