Your Directors present their 37th Annual Report together with Audited Accounts for the
financial year ended 31st March, 2023.
A. FINANCIAL RESULTS AND OPERATIONAL REVIEW :
(Rs. in Crores)
|
Year Ended |
Year Ended |
|
31st March, 2023 |
31st March, 2022 |
Net Operating Revenue |
1421.82 |
1138.15 |
Profit before Other Income, Depreciation, Finance Charges, |
186.41 |
155.38 |
Exceptional items and Tax |
|
|
Other Income |
11.95 |
9.66 |
Profit before Depreciation, Finance Cost, Exceptional items and Tax |
198.36 |
165.04 |
Finance Cost |
0.08 |
0.08 |
Depreciation and Amortisation Expense |
18.54 |
18.10 |
Profit before Exceptional Items & Tax |
179.74 |
146.86 |
Exceptional Items |
|
|
Profit Before Tax |
179.74 |
146.86 |
Tax Provision |
|
|
Current |
47.50 |
37.89 |
Deferred |
(1.37) |
(0.50) |
Profit After Tax |
133.61 |
109.47 |
Other Comprehensive Income (net of Tax) |
(0.09) |
(0.84) |
Total Comprehensive Income |
133.52 |
108.63 |
Performance Review
After facing the challenges that emerged from the COVID-19 pandemic for two consecutive
years, fiscal 2023 though was free from the pandemic, but the Russia-Ukraine conflict
posed another threat to the world, which led to a worldwide surge in inflation and a hike
in interest rates. At the same time, as the country dealt effectively with the pandemic
and related issues, the Indian economy remained in a growth trajectory during fiscal 2023.
The agricultural sector continued to perform well, and the Indian tractor industry, which
the Company serves, touched its new peak of 9,45,300 units in FY 2023 by crossing the 9
lakh mark for the first time. This has also facilitated the Company to achieve its ever
best all-round performance by posting the highest ever engine sales volume, revenue and
profit during the financial year 2022-23.
In the above backdrop, the Company's engine sales volume grew by 17.3% over the
previous year, which stood at 1,37,005 units (previous year 1,16,811 units). Reflecting
the same, net operating revenue reached Rs. 1421.82 crores as against Rs. 1138.15 crores
of previous year. While the Operating profit at Rs. 186.41 crores as against the previous
year's Rs. 155.38 crores grew by 20.0%, Profit before tax at Rs. 179.74 crores registered
a growth of 22.4% over the previous year's Rs. 146.86 crores. As a result, the Company
posted its highest ever Profit after tax of Rs. 133.61 crores (previous year Rs. 109.47
crores), translated into Basic Earning Per Share of Rs. 110.02 (previous year - Rs.
90.17). The total comprehensive income (net of tax) stood at Rs. 133.52 crores against
previous year's Rs. 108.63 crores - up 22.9%.
During the year, the Company has announced its plan to enhance the capacity to 1,80,000
engines per annum, which has now been further revised to 1,95,000 engines annually, to
cater the expected customer demand in near future. The total projected outlay for the same
would be financed through internal generations/surplus available with the Company.
On 27th September, 2022, Kirloskar Industries Limited (KIL), one of the promoters of
the Company, sold its entire equity stake of 21,14,349 shares, representing 17.41% of the
paid-up equity share capital of the Company to Mahindra & Mahindra Limited (M&M)
through inter-se transfer amongst the promoters. With this additional acquisition, M&M
equity stake in the Company now stands at 52.13%. Consequently, the Company also became
the subsidiary of M&M. The association of Kirloskar Industries Limited, then Kirloskar
Oil Engines Limited, with the Company was from the very inception and the Directors
acknowledged the role of Kirloskar in this long and remarkable journey of the Company.
No material changes and commitments which could affect your Company's financial
position for FY 2022-23 have occurred between the end of the financial year of your
Company and date of this report.
Finance
The fund position of the Company remained comfortable throughout the year under review.
The Company, after meeting the capital expenditure & working capital requirements to
support operations, has earned an income of Rs. 12.56 crores (previous year - Rs. 9.29
crores) on its surplus funds.
Dividend
Your Directors are pleased to recommend an equity dividend of Rs. 92.00 per share of
the face value of Rs. 10.00 for the financial year ended 31st March, 2023 (previous year -
Rs. 80.00 per share).
If approved by the Shareholders at the ensuing Annual General Meeting, the above equity
dividend will be paid to those shareholders whose names shall appear in the Register of
Members as on the Book Closure date. The total equity dividend outgo for the financial
year 2022-23 will absorb a sum of Rs. 111.74 crores (previous year - Rs. 97.16 crores).
Further, the Board of your Company has decided not to transfer any amount to the General
Reserves for the year under review.
Dividend Distribution Policy
The Board approved Dividend Distribution Policy containing the parameters mentioned in
Regulation 43A(2) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The same is attached as "Annexure A"
and forms part of this Annual Report.
The same has also been hosted on the website of the Company and can be assessed at the
web-link https:// swarajenterprise.com/policies
Current Year's Review
With the increase in crop output, Government support for increase in MSP for major
crops, good water reservoir levels and increase in wages under MGNREGA scheme which will
help improve the financial security of rural households, it is expected that these factors
augur well to sustain the tractor demand.
B. HOLDING / ASSOCIATE COMPANY
Consequent to the acquisition of additional 21,14,349 equity shares, representing
17.41% of the paid-up equity share capital of the Company, by Mahindra & Mahindra
Limited (M&M) from Kirloskar Industries Limited on 27th September, 2022, M&M
became the Holding Company of Swaraj Engines Limited from the aforesaid date. With this
additional acquisition, M&M now holds 63,31,141 equity shares representing 52.13% of
the paid-up equity share capital of the Company.
Prior to the above additional acquisition of equity shares, the Company was an
Associate Company of M&M.
C. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations.
Based on the results of such assessments carried out by Management, no reportable material
weakness or significant deficiencies in the design or operation of internal financial
controls was observed. Nonetheless your Company recognizes that any internal control
framework, no matter how well designed, has inherent limitations and accordingly, regular
audits and review processes ensure that such systems are reinforced on an ongoing basis.
Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of
Account. The transactional controls built into the SAP ERP system also help to strengthen
the processes related to segregation of duties, appropriate level of approval mechanisms
and maintenance of supporting records.
D. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms
part of this Annual Report.
E. RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year 2022-23 were
in the ordinary course of the business and were on arm's length basis. All such related
party transactions are placed before the Audit Committee for approval, wherever
applicable. Prior omnibus approval for normal transactions is also obtained from the Audit
Committee for the related party transactions which are of repetitive nature as well as for
the transactions which cannot be foreseen and the same are subsequently shared with Audit
Committee on quarterly basis. The policy on materiality of and dealing with related party
transactions as approved by the Audit Committee and the Board of Directors is uploaded on
the website of the Company and the link for the same is
https://www.swarajenterprise.com/policies. The disclosure of material related party
transactions pursuant to Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is
annexed as "Annexure B" to this report.
F. BOARD AND COMMITTEES Directors
Mr. Sudhir Mankad, Non-Executive Independent Director and Chairman of the Board of
Directors of the Company, on completion of his second term, ceased to be a Director of the
Company from the closing business hours on 30th July, 2022. The Board of Directors placed
on record its deep sense of gratitude for Mr. Sudhir Mankad for his inspirational
leadership and valuable guidance for nurturing the organization to its present position of
eminence. Taking note of the completion of Mr. Mankad's tenure, Mr. Rajesh Jejurikar was
appointed as the Chairman of the Company effective 31st July, 2022.
In view of the organizational changes at Mahindra & Mahindra (M&M), Mr. S.
Durgashankar decided to step down from his position as Non-Executive Non-Independent
Director of the Company with effect from the closing business hours of 27th April, 2022.
The Board placed on record its sincere appreciation of the significant contributions made
by Mr. Durgashankar during his association with the Company as Director.
In the backdrop of selling its entire equity stake in the Company by Kirloskar
Industries Limited, Mr. R.R. Deshpande and Mr. Vijay Varma also stepped down from the
Directorship of the Company with effect from 3rd October, 2022. The Board of Directors
placed on record its sincere appreciation of the significant contributions made by them
during their long association with the Company.
Upon completing his tenure as Whole Time Director & Chief Executive Officer on 31st
July, 2022, Mr. M.S. Grewal also ceased to be a Director of the Company, effective from
1st August, 2022. Your Board has placed on record its appreciation of the notable
contributions made by Mr. Grewal during his tenure as Director & CEO of the Company.
Mr. Giju Kurian, who was appointed as Chief Executive Officer-Designate with effect from
1st May, 2022, was then appointed as Whole Time Director & Chief Executive Officer of
the Company for a period of 3 years effective 1st August, 2022.
Further, the Members of the Company in the Annual General Meeting held on 25th July,
2022 have also accorded their approval to the appointments of Mr. S. Nagarajan and Mr.
Nikhilesh Panchal as Independent Directors of the Company for a period of 5 years
effective 31st July, 2022.
Mr. Harish Chavan, who earlier in view of the reconstitution of the Company's Board and
to enable maintaining an optimal and requisite balance of Executive, Non-Executive and
Independent Directors, stepped down from the Directorship of the Company with effect from
31st July, 2022, was re-inducted as Non-Executive Non-Independent Director effective 3rd
October, 2022. Further, Mr. Puneet Renjhen was also inducted as Non-Executive
Non-Independent Director of the Company with effect from 3rd October, 2022.
In terms of Section 152 of the Companies Act, 2013, Mr. Rajesh Jejurikar and Mr. Giju
Kurian shall retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors. In terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by The Indian Institute of Corporate
Affairs, Manesar ('IICA'). Further, the Independent Directors of the Company are exempt
from the requirement to undertake online proficiency self-assessment test as per the
provisions of Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules,
2014.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a system has been put in place to carry out an
annual performance evaluation of the Board, its Committees and individual Directors.
Criteria for performance evaluation is covered in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy on appointment of Directors and Senior Management and their remuneration.
The Remuneration Policy is covered in the Corporate Governance Report.
Board Meetings and Annual General Meeting
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year, five Meetings of Board and four meetings of the Audit Committee were convened
and held. The details are covered in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
The Independent Directors of the Company meet at least once in every financial year
without the presence of Non-Independent Directors, Executive Director and any other
management personnel. The meeting(s) is conducted in a manner to enable the Independent
Directors to discuss matter pertaining to, inter alia, review of performance of
Non-Independent Directors and the Board as a whole, assess the quality, quantity and
timeliness of flow of information between the Company's management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. During the
year, one meeting of Independent Directors was held on 20th February, 2023.
The 36th Annual General Meeting of the Company was held on 25th July, 2022.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on
representations received from the Operating Management, and after due enquiry, confirm
that: a) in the preparation of Annual Accounts for the financial year ended 31st March,
2023, the applicable accounting standards have been followed; b) in the selection of
accounting policies, consulted the Statutory Auditors 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, 2023 and of the profit of
the Company for the year ended on that date; c) proper and sufficient care has been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and irregularities; d) the Annual Accounts have been prepared on a going
concern basis; e) adequate Internal Financial Controls to be followed by the Company have
been laid down and such Internal Financial Controls were operating effectively during the
Financial Year ended 31st March, 2023; f) proper systems have been devised to ensure
compliance with the provisions of all applicable laws and such systems were adequate and
operating effectively throughout the Financial Year ended 31st March, 2023.
Audit Committee
The Audit Committee of the Company at the beginning of financial year 2022-23 was
comprising 4 Directors viz. Mr. Dileep C. Choksi (Chairman of the Committee), Mr. Sudhir
Mankad, Mr. S. Durgashankar and Mrs. Neera Saggi. Consequent to his resignation from the
Directorship, Mr. Durgashankar also ceased to be a Member of the Audit Committee with
effect from 28th April, 2022. Further, due to the changes in the Board during the year,
the Audit Committee was reconstituted with effect from 31st July, 2022 with Mr. Dileep C.
Choksi, Chairman, Mrs. Neera Saggi, Mr. S. Nagarajan, Mr. Nikhilesh Panchal and Mr. Rajesh
Jejurikar as its Members. Thereafter, with effect from 3rd October, 2022, Mr. Puneet
Renjhen became the member of the Audit Committee in place of Mr. Rajesh Jejurikar. In the
current composition of the Audit Committee, except Mr. Puneet Renjhen, all the Members of
the Committee are Independent Directors. All the Members of the Committee possess strong
accounting and financial management knowledge.
The Company Secretary of the Company is the Secretary of the Committee. All the
recommendations of the Audit Committee were accepted by the Board.
G. CORPORATE GOVERNANCE Corporate Governance
A Report on Corporate Governance along with a Certificate from the Auditors of the
Company regarding the compliance of conditions of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism through Whistle Blower Policy to deal with instance
of fraud and mismanagement, if any. The details of the Policy is explained in the
Corporate Governance Report and also posted on the website of the Company.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has put in place anti-sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The policy is gender neutral. Internal Complaints Committee has been
set up to redress the complaints received, if any, regarding sexual harassment. During the
year, no complaint was received.
Risk Management
The Risk Management Committee of the Company currently comprises 3 Directors viz. Mrs.
Neera Saggi - Non-Executive Independent Director (Chairperson of the Committee), Mr.
Harish Chavan - Non-Executive Non-Independent Director and Mr. Giju Kurian, Whole Time
Director & CEO. Prior to this, till 31st July, 2022, the Committee was comprised of
Mrs. Neera Saggi - Non-Executive Independent Director (Chairperson of the Committee), Mr.
Vijay Varma - Non-Executive Non-Independent Director and Mr. M.S. Grewal, Whole Time
Director & CEO. Mr. Giju Kurian became the member of the Risk Management Committee
with effect from 1st August, 2022 in place of Mr. M.S. Grewal and Mr. Harish Chavan with
effect from 3rd October, 2022 in place of Mr. Vijay Varma. The other details and terms of
reference of the Committee are covered under the Corporate Governance Report which forms
part of the Annual Report. In accordance with the requirement of Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having
Risk Management framework covering identification, evaluation and control measures to
mitigate the identified business risks.
H. EMPLOYEES
Key Managerial Personnel (KMP)
During the financial year under review, the following officers of the Company have been
designated as the Key Managerial Personnel (KMP) in accordance with Section 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014: Mr. M.S. Grewal, Whole Time Director & Chief Executive Officer
(upto 31st July, 2022) Mr. Giju Kurian, Whole Time Director & Chief Executive Officer
(w.e.f. 1st August, 2022) Mr. Mahesh Gupta, Chief Financial Officer Mr. Rajesh K. Kapila,
Company Secretary There was no change in the KMPs during FY 2022-23, except that Mr. M.S.
Grewal, who upon completion of his tenure on 31st July, 2022, ceased to be the Whole Time
Director & Chief Executive Officer of the Company from 1st August, 2022 and in his
place, Mr. Giju Kurian, who was earlier appointed as Chief Executive Officer-Designate
with effect from 1st May, 2022, was appointed as Whole Time Director & Chief Executive
Officer of the Company from 1st August, 2022.
Employees' Stock Option Scheme
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Scheme-2015 ("the
Scheme") of the Company which gets covered under the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations 2021").
Pursuant to the said Scheme, the Nomination and Remuneration Committee during FY 2022-23
have granted 1647 options to eligible employee and allotted 1920 equity shares against the
vesting. No employee has been issued stock options during the year, equal to or exceeding
1% of the issued capital of the Company at the time of grant. Information as required
under the SBEB Regulations is provided in the Annual Accounts which has been uploaded on
the Company's website and can be accessed at the web-link
https://swarajenterprise.com/annualreports
Industrial Relations
Industrial relations remained cordial throughout the year under review.
Particulars of Employees
The statement of Disclosure of Remuneration under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as "Annexure C". Details of employee
remuneration as required under provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report and in terms of the
provisions of Section 136 of the Companies Act, 2013, the Report and Accounts are being
sent to the Shareholders excluding the aforesaid statement. Any Shareholder interested in
obtaining such details may write to the Company Secretary of the Company and same will be
made available during 21 days before the Annual General Meeting.
Safety, Health and Environmental Performance
Your Company's commitment towards Safety, Occupational Health and Environment is being
continuously enhanced. The Company encourages involvement of all its employees in
activities related to safety, including promotion of safety standards. This is also to
ensure sustainable business growth. The Company has a well-established Safety,
Occupational Health and Environmental Policy which inter alia ensures safety of public,
employees, plant and equipment by ensuring compliance with all statutory rules and
regulations on regular basis. During the year, no major accident has occurred. Your
Company also imparts training to its employees as per the predefined training calendar,
carries out statutory safety audits of its facilities as per legal requirement and
promotes eco-friendly activities.
The Company's plant is certified under OHSAS 45001:2018 and EMS ISO 14001:2015.
I. AUDITORS
Statutory Auditors and Auditors' Report
M/s B.K. Khare & Co., Chartered Accountants (ICAI Firm Registration Number
105102W), upon completion of their first term of 5 years, were reappointed as the
Statutory Auditors of the Company to hold office for another term of 5 years from the
conclusion of the 36th Annual General Meeting ("AGM") held on 25th July, 2022
until the conclusion of the 41st AGM of the Company to be held in the year 2027.
The Report given by the Auditors on the financial statements of the Company for the
financial year 2022-23 is part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora
& Co., Company Secretaries in practice (CP No. 993) to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure
D". The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer.
Cost Records and Cost Audit
The Company is maintaining cost records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013. The Board, on the recommendation of Audit Committee,
had appointed M/s SDM & Associates, Cost Accountants (Firm Registration Number
000281), as Cost Auditor for conducting the audit of cost records of the Company for the
Financial Year 2023-24 under Section 148 of the Companies Act, 2013. M/s SDM &
Associates have confirmed that their appointment is within the limits of Section 141(3)(g)
of the Companies Act, 2013 and have also certified that they are free from any
disqualifications specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Companies Act, 2013.
The Audit Committee has also received a Certificate from the Cost Auditors certifying
their independence and arms length relationship with the Company.
As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost
Auditor is required to be placed before the Members in a General Meeting for their
ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration
payable to M/s SDM & Associates, Cost Auditors is included in the Notice convening the
Annual General Meeting.
J. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS Corporate Social Responsibility
(CSR)
Keeping with Company's core value of Good Corporate Citizenship, your Company is
committed to its social responsibility by taking various initiatives that would benefit
society. In line with the Company's CSR Policy and CSR thrust areas, your Company's CSR
efforts continue to be directed towards education, including vocational skills training,
public health, environment and community welfare.
Under education and vocational training initiative to support the youth to get suitable
earning opportunities, your Company provided necessary training at Company's Skill
Development Centre and Govt. ITI in association with State Govt.
On Public health front, the Company continued the facility of Mobile Medical Care in
collaboration with GVK EMRI (MMU) and conducted 214 OPDs in the nearby villages covering
around 10,700 people, out of which 60% were female patients. Besides this, Company also
provided medical equipment & material to the premier Govt. Institutions and local
authorities.
Women empowerment is also one of the core focus areas for the Company and under the
initiative called "Prerna", various trainings were organized to empower rural
agriculture farming women through integrated rural development programme to provide and
promote innovative farm practice knowledge & technology and also extended necessary
support to start of Self Help Groups (SHGs). Recognizing the efforts, your Company was
also awarded with the prestigious "Economic Times (ET) Ascent National Award in CSR
initiative - Women Empowerment".
In order to contribute towards a clean environment, the Company continued its Swachh
Bharat activity in nearby adopted villages for collection of door-to-door garbage,
cleanliness of public utilities, and sapling plantation at various locations. Other
activities include improvement in basic infrastructure at ITIs/Polytechnics and providing
engines for the on-job training, distribution of the sanitary napkin through already
installed vending machines, playground development at nearby schools, organizing medical
and blood donation camps, celebration of festivals with under-privileged, public awareness
camps for road safety and pollution etc.
Further, in compliance with Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company's Corporate
Social Responsibility (CSR) Committee at the beginning of the year was comprising of Mr.
Sudhir Mankad (Chairman), Mr. Vijay Varma, Mr. Harish Chavan and Mr. M.S. Grewal. During
the year, while Mr. Sudhir Mankad, Mr. Vijay Varma and Mr. Harish Chavan ceased to be
Members of CSR Committee with effect from 31st July, 2022, Mr. M.S. Grewal ceased to be
its Member with effect from 1st August, 2022. In their places, Mr. S. Nagarajan, Mr. R.R.
Deshpande and Mr. Nikhilesh Panchal became Members of the Committee with effect from 31st
July, 2022 and Mr. Giju Kurian from 1st August, 2022. Thereafter, Mr. R.R. Deshpande also
ceased to be a Member of CSR Committee with effect from 3rd October, 2022 and in his
place, Mr. Harish Chavan rejoined as Director and Member of the Committee from the said
date. Currently, Mr. S. Nagarajan (Chairman), Mr. Nikhilesh Panchal, Mr. Harish Chavan and
Mr. Giju Kurian are the Members of the CSR Committee of the Company. The Annual Report on
CSR activities is annexed as "Annexure E" to this report.
Sustainability Initiative
Your Company is conscious of its responsibility towards preservation of natural
resources and continuously taking various initiatives to reduce the consumption of
electricity and water. As required under Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report of your Company in the prescribed
format is available as a separate section as "Annexure F" and forms part of this
Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars in respect of the above activities stipulated under Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as "Annexure G".
K. SECRETARIAL Share Capital
Consequent to allotment of 1920 equity shares of Rs. 10/- each to eligible employees
during the year against the exercise of the options vested to them under the Company's
Employees' Stock Option Scheme-2015, the Paid-up Equity Share Capital of the Company as on
31st March, 2023 stood at 1,21,45,916 equity shares of Rs. 10/- each fully paid up
(previous year -1,21,43,996).
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2023 is available on the Company's website on
https://swarajenterprise.com/annualreports
Particulars of Loans, Guarantees and Investments
During the year under review, the Company has not extended any loans, given guarantees
or provided securities and made investments except placing corporate deposits as shown in
Note 2.5 to the Financial Statements.
Deposits
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
The Company has not made any loans / advances and investment in its own shares,
associates, etc. during the year.
Compliance with Secretarial Standards on Board and General Meetings
During the Financial Year, your Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Change in the Nature of Business
There has been no change in the nature of business of the Company during the year.
General
The Company is not paying any commission to the Whole Time Director(s). However, Whole
Time Director(s) is eligible for grant of Stock Options of the Company, subject to
approval of the Nomination and Remuneration Committee. Further, the Whole Time Director of
the Company does not draw any commission or remuneration from its Holding Company.
The Company does not have any subsidiary or joint venture company.
There was no revision of financial statements and Board's Report of the Company during
the year under review.
During the year, the Company has not made any application and there are no proceedings
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
The Company has no borrowings, and hence the requirement of providing details of
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable.
Your Directors further state that no disclosure or reporting is required in respect of
the following items as there were no transactions / events happened on these items during
the year under review: 1. issue of equity shares with differential voting rights or sweat
equity.
2. raising of funds through public issue, rights issue, preferential issue and
qualified institutional placement.
3. significant or material orders passed by the Regulators / Courts / Tribunal which
impact the going concern status of the Company and its future operations.
4. voting rights which are not directly exercised by the employees in respect of shares
for the subscription / purchase for which loan was given by the Company (as there is no
scheme pursuant to which such person can beneficially hold shares as envisaged under
Section 67(3)(c) of the Companies Act, 2013).
5. fraud reporting by the auditors.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to acknowledge the contributions of all the
stakeholders and are grateful for the co operation of various Government Authorities,
excellent support received from the Shareholders, Banks and other Business Associates. The
Directors also recognise and appreciate the hard work and efforts put in by all the
employees and their continued contribution to the Company.
FOR AND ON BEHALF OF THE BOARD
Place |
: S.A.S. Nagar (Mohali) |
(RAJESH JEJURIKAR) |
Date |
: 27th April, 2023 |
Chairman |
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DIN: 00046823 |
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