DIRECTORS' REPORT
To,
The Members of SWASTI VINAYAKA ART AND HERITAGE LIMITED
Your Directors have pleasure in presenting their 38th Annual Report together
with the Audited Financial Statements of your Company for the year ended on 31st
March, 2024.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the standalone financial statements of the
Company.
|
|
(Rs. in Lakhs) |
| Sr. No. Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
| 1. Revenue from operations |
1238.30 |
1266.82 |
| 2. Other Income |
56.40 |
31.15 |
| 3. Total revenue |
1294.70 |
1297.97 |
| 4. Total Expenditure |
|
|
| i) Cost of material consumed |
6.20 |
5.37 |
| ii) Purchase of stock |
58.76 |
34.82 |
| iii) Manufacturing and operating cost |
41.67 |
38.25 |
| iv) Changes in inventories |
(26.82) |
(27.46) |
| v) Employee benefit Expenses |
257.96 |
259.71 |
| vi) Financial cost |
138.96 |
79.06 |
| vii) Depreciation |
11.02 |
13.86 |
| viii) Other Expenditure |
533.23 |
503.12 |
| Total |
1020.98 |
906.73 |
| 5. Profit Before Tax (3-4) |
273.72 |
391.24 |
| 6. Provision for taxation |
|
|
| i) Current Tax |
67.44 |
98.41 |
| ii) Deferred Tax |
1.72 |
(0.54) |
| iii) Earlier years Tax |
-- |
0.59 |
| 7. Profit After Tax |
204.56 |
292.78 |
| 8. Balance carried from previous year |
190.57 |
197.79 |
| 9. Amount Available for Appropriation |
395.13 |
490.57 |
| 10. Appropriations: |
|
|
| Transferred to General Reserve |
- |
300 |
| 11. Balance carried to Balance Sheet |
395.13 |
190.57 |
| 12. Basic and Diluted EPS |
0.23 |
0.33 |
2. OPERATIONS:
The Revenue from operations for the financial year under review was Rs. 1,238.30 Lakhs
as compared to Rs. 1,266.82 Lakhs in the previous year.
During the period under review, the profit after tax (PAT) has decreased to Rs. 204.55
Lakhs, as compared to last financial year 2022-23 which was Rs. 292.78 Lakhs. In the
coming years your directors are confident about higher amount of profits.
3. RESERVES:
During the year under review the company has not transferred any profits/ earnings to
General Reserve.
4. DIVIDEND:
In order to conserve the resources of the Company and to plough back the profits for
growth, the Board of Directors of the Company have decided not to recommend any dividend
on the equity shares of the Company for the financial year ended March 31,2024.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors' 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 the said 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 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 such systems are adequate and operating effectively.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/
RESIGNATIONS DURING THE YEAR:
The changes during the financial year 2023-2024 are as follows:
| Name of Director |
DIN |
Date |
Designation |
Nature of Change |
| Prabhat Dinesh Poddar |
09637477 |
July 01,2023 |
Whole Time Director |
Change in Designation |
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of the Company, Mr. Harsh Agarwal has been appointed in the Board Meeting on
recommendation of the Nomination and Remuneration Committee and the Board recommends the
proposal of his appointment for the consideration of the Members of the Company at the
forthcoming AGM and the same has been mentioned in the Notice convening the AGM. The brief
profile of Mr. Harsh Agarwal has also been provided therein.
Also, Mr. Sanjiv Rungta ceased to be an Independent Director w.e.f. July 25, 2024 and
has been noted in the Board Meeting.
7. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of Annual Return as at March 31, 2024 on its website at
www.swastivinavakaart.co.in. By virtue of amendment to Section 92(3) of the Companies Act,
2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the
Company is not required to provide extract of Annual Return (Form MGT-9) as part of the
Board's report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including arm's length transactions under third proviso thereto is disclosed in Form No.
AOC-2 which is enclosed as Annexure I.
9. PARTICULARS OF EMPLOYEES:
• The Disclosure required under Section 197(12) of the Act read with the Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure II and forms an integral part of this report.
• Particulars of employees drawing remuneration in excess of limits prescribed
under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs
per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand
per month if employed for part of the financial year or draws remuneration in excess of
Managing Director or Whole time Director or manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the equity shares of the
Company.
10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:
| Sr. No. Particulars |
No. of meetings held |
| 1. Board Meetings |
Nine |
| 2. Audit Committee |
Four |
| 3. Nomination and Remuneration Committee |
One |
| 4. Stakeholders Relationship Committee |
One |
| 5. Independent Directors Meeting |
One |
11. FORMAL ANNUAL EVALUATION:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an annual evaluation of its own performance and working of its committees.
The Board's functioning was evaluated on various aspects, including inter alia degree of
fulfilment of key responsibilities, its structure and composition, establishment and
delegation of responsibilities to various Committees. Directors were evaluated on aspects
such as attendance and contribution at Board/ Committee Meetings and guidance/ support to
the management of the Company. Areas on which the Committees of the Board were assessed
included degree of fulfilment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgement safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.
12. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and of the Listing Agreement and
applicable regulations of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
13. REMUNERATION POLICY:
The Board of Directors has framed a nomination and remuneration policy that lays down a
framework in relation to the remuneration of directors, key managerial personnel, and
senior management of the company.
The said policy is also uploaded on the website of the Company; i.e.,
www.swastivinayakaart.co.in
14. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
The Board of Directors have not given a statement regarding opinion of the Board with
regard to integrity, expertise and experience (including the proficiency) of the
independent directors appointed during the year as there were no Independent Directors
appointed in the year.
15. AUDITORS:
Statutory Auditors
At the 37th Annual General Meeting held on September 26, 2023, M/s. Sanjay
Raja Jain & Co., Chartered Accountants, (FRN: 120132W), Mumbai, were appointed as
Statutory Auditors of the Company to hold office for a term of 5 consecutive years, till
the conclusion of the 42nd Annual General Meeting to be held in the year 2028.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:
The report given by the auditors on the Financial Statement of the Company is part of
the Annual Report. There has been no qualification, reservation, adverse remarks or
disclaimer given by the auditors in their report.
17. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s.
Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial
Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure
III to this report. The report is self-explanatory however the Company has initiated
necessary steps to comply with various non-compliances as per the provisions of various
statute mentioned under the secretarial audit report.
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
person of the Company has been denied access to the Audit Committee.
Whistle Blower Policy has been posted on the website of the Company at
www.swastivinavakaart.co.in
19. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee is required under section 177 (8) of the Companies Act,
2013.
The Composition of Audit Committee is as follows:
| 1. Mr. Sanjiv Vishwanath Rungta - |
Chairman |
| 2. Mr. Madhusudan Lohia - |
Member |
| 3. Mr. Rajesh Ramprasad Poddar - |
Member |
20. SIGNIFICANT MATERIAL CHANGES:
There were no material changes and commitments, which adversely affects the financial
position of the Company, which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial information.
The Company has adopted accounting policies, which are in line with the Accounting
Standards and the Act.
22. RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify; monitor and minimize risks
as also identify business opportunities. The Audit Committee and the Board periodically
review the risks and suggest steps to be taken to manage/ mitigate the risk through a
properly defined framework. During the year, no major risks were noticed, which may
threaten the existence of the Company.
23. DEPOSITS:
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
The Company has complied with the provisions of section 186 of the Companies Act, 2013
during the financial year. The details of Loans and guarantees given, investments made
during the year are provided in Notes to financial statements and are self-explanatory.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
I. INDUSTRY STRUCTURE AND DEVELOPMENTS
GEMSTONE CARVINGS, SIGNIO PAINTINGS AND COUTURE JEWELLERY:
India's Gems and Precious Stone sector is one of the largest in the world. India is
also one of the largest consumers of precious metal jewelleries and also preferred
exporter of finished products across the world. Indian gemstones are being sold
domestically as well as in the overseas markets. Gems and Precious Stone sector plays a
vital role in the Indian economy as it is one of the largest exporters of the country and
also provides employment to a very large number of artisans. India is deemed to be the hub
of the global gemstones market because of its low costs and availability of high-skilled
labour.
Your Company is taking initiative to analyse the market demand and current situation in
Indian markets as well as in the overseas markets and accordingly steps are being taken
towards this direction and we are confident that in coming years this sent of our business
will be performing better and we expect our loyal customers and new collectors will keep
giving us continuous business.
REAL ESTATE:
The Increasing urbanization in India and also the demand for properties for business
activities has resulted in increased demand for residential properties as well as the
Commercial properties. The present government
has also issued various policies in support of this sector. Despite a two- year long
slump, the property market in India saw an incredible comeback in 2022. Further real
estate is one of the fastest growing industries in the country where we are continuously
analyzing the market situation and have an optimistic approach that this segment of our
business will be performing well in upcoming period.
II. OPPORTUNITIES AND THREATS
Opportunities:
Indian Market has good opportunities for both Precious & Semi Precious Stone sector
as well as Real Estate sector. The demand for artifacts made from precious and
semi-precious stone is present in India as well as worldwide. As the Indian economy is
growing there is an increase in disposable income, due to which the demand for gemstone,
precious stones etc., is increasing. The demand is expected to be significantly supported
by the recent positive developments in the industry.
Threats:
The demand for our products is directly proportional to the affluence of the society
and any disturbance in the economic growth directly affects demand of our products. Also,
inflation pressure reduces the disposable income which affects our sales. The effect of
post Covid 19 situation continue to impact our business. The changes in government
policies towards the real estate may also impact our business. Shifts in consumer
preferences, any disrupt in the supply chain, economic downturn and recession could affect
the demand of our products
III. SEGMENT WISE PERFORMANCE:
During the year under review, revenue from sale of products was Rs. 1,67,57,619/-and
Revenue from sale of services was Rs. 10,70,72,635/-.
IV. OUTLOOK
There exists intense competition in the market for both the sections of our business.
We are taking necessary initiatives to continuously analyze the current performance of our
businesses and are taking steps as required to survive through the tough competition and
to continue the growth of our businesses.
V. RISKS AND CONCERNS
There exists certain level of uncertainty in the market demand, and the created by
COVID-19 is also one of the factors of concern. The company has taken initiatives to
protect itself and its stakeholders from internal as well as external factors.
VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system, commensurate with the size of its
operations. Adequate records and documents are maintained as required by laws. All efforts
are being made to make the internal control systems more effective. All business
transactions are properly recorded and are in compliance and conformity with the
accounting principle and processes.
VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL
RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:
Your Company has cordial relations with its employees. The Company commends the
commitment, dedication and competence shown by its employees in all aspects of business.
With the growing requirements of the Company, Company has taken necessary initiatives to
ensure not only the retention of the employees but also their growth and development.
VIII. KEY FINANCIAL RATIOS
| Particulars |
31.03.2024 |
31.03.2023 |
| Current Ratio |
17.74 |
7.22 |
| Debt Equity Ratio |
0.61 |
0.37 |
| Inventory Turnover Ratio |
0.05 |
0.03 |
| Debtors Turnover Ratio |
0.02 |
0.03 |
| Interest Coverage Ratio |
2.97 |
5.95 |
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
as required under the Act.
The following is a summary of sexual harassment complaint received or dispose of during
the year 2023-24.
• No. of Complaint received : NIL
• No. of Complaint disposed off : NIL
Further the Company has constituted the Internal Complaints Committee under the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the
composition of Committee is as follows:
| Sr. No. |
Name of Member |
Position held in IC Committee |
| 1. |
Riddhi N. Vaity |
Presiding Officer |
| 2. |
Nagabhushan T. Hegde |
Member |
| 3. |
Shantaram S. Shinde |
Member |
| 4. |
Sangeeta Shyam Jaiswal |
External Member |
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
In the view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014
concerning conservation of energy and technology absorption respectively are not
applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Sr. No. Particulars |
2023-24 |
2022-23 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| 1. Foreign Exchange Earned |
12.79 |
23.49 |
| 2. Foreign Exchange Used |
- |
12.40 |
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or Tribunals
which impact the going concern status and Company's operations in future.
29. THE 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:
During the year under review, there was no valuation which was required to be done nor
did the Company have done one time settlement with any bank and hence the said clause is
not applicable to the Company.
30. SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings
(SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and approved by the Central Government, and that such systems
are adequate and operating effectively.
31. UNPAID DIVIDEND & IEPF:
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
During the F.Y. 2023-24, Company has transferred the amount of unpaid or unclaimed
dividend and unclaimed shares as per the rules mentioned in the above paragraph to the
IEPF, details of which is available on the website of the Company
www.swastivinavakaart.co.in.
32. COMPLIANCE OF REGULATION 34(3) AND PARA F OF SCHEDULE V OF THE LISTING REGULATIONS:
Pursuant to regulation 34(3) and Para F of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, no shares are lying in demat suspense
account/ unclaimed suspense account of the Company as at March 31,2024.
33. OTHER DISCLOSURES:
a) During the year under review, there has been no change in the nature of business of
the company.
b) As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014, your Company is not required to maintain cost records.
c) There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the
year under review.
d) Company has not issued equity shares with differential rights as to dividend, voting
or otherwise during the year under review.
e) Company has not issued any sweat equity shares and shares under ESOP Scheme.
f) There is no application made nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
34. LISTING AGREEMENT WITH THE STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year FY 2023-2024
to the Bombay Stock Exchange where the Company's equity shares are listed.
35. ACKNOWLEDGEMENT:
We record our gratitude to the Banks and others for their assistance and cooperation
during the year. We also wish to place on record our appreciation for the dedicated
services of the employees of the Company. We are equally thankful to our esteemed
investors for their co-operation extended and confidence reposed in the management.
| Registered Office: |
By Order of the Board of Directors |
| 303, Tantia Jogani Industrial Estate, |
Swasti Vinayaka Art And |
| J.R. Boricha Marg, Lower Parel, |
Heritage Corporation Limited |
| Mumbai - 400011. |
|
|
Sd/- |
| Date: August 29, 2024 |
Dinesh Ramprasad Poddar |
| Place: Mumbai |
Chairman and Managing Director |
|
DIN:00164182 |
|