To,
The Members of
SWISS MILITARY CONSUMER GOODS LIMITED
The Board of Directors is delighted to present the 35th Annual Report on the business and operations of Swiss Military Consumer Goods Limited ("the Company") along with the summary of standalone and consolidated financial statements for the year ended March 31, 2024.
In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board's Report is prepared based on the standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiary company during the year under review.
OVERVIEW OF FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for the year ended March 31, 2024, are summarized as under:
Consolidated
Standalone
Consolidated Basis for FY 2023-2024:
The Company has recorded a 44.55% growth in turnover and 42.71% growth in earnings during the Year ended FY 2023-24 in comparison of turnover and earnings during the corresponding Year ended 2022-23 on Consolidated basis.
Standalone Basis for FY 2023-2024:
The Company has recorded a 48.30% growth in turnover and 64.88% growth in earnings during the Year ended FY 2023-24 in comparison of turnover and earnings during the corresponding Year ended 2022-23 on Standalone basis.
The Company have achieved another strong financial year, thanks to robust turnover growth and significant strategic initiatives. Company has been hyper focused on maintaining its brand legacy while being deeply committed to fostering innovation and championing sustainability. With an unwavering attention to customer satisfaction, streamlined operations & product development, Company believes that it can provide excellent value to customers at reasonable prices while optimising returns to its shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), is annexed to this Report.
The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Management Discussion and Analysis section which forms a part of the Annual Report. Further, the Company is not in the top 1,000 Companies list based on the Market Capitalization as on 31 March, 2022, 31 March, 2023 and 31 March, 2024 the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.
DIVIDEND
Dividend Distribution Policy
The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of the Listing Regulations is available on the website of the Company at the link: https:// swissmilitaryshop.com/investor-relations/
Declaration and payment of dividend
The Board is pleased to recommend a dividend of C 0.10/- per equity share of the Company of C2/- each (5%) for the year ended March 31, 2024. The Board recommended dividends based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year.
The Earning Per Share (EPS) of the company for the FY 2023-2024 is C 0.42 per equity share. In order to expend the business operations of the company the management have decided to plough back the profits of the company and accordingly recommended the dividend of C 0.10/- per equity share.
The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on 27th day of September, 2024. The dividend once approved by the Shareholders will be paid within 30 days from the date of approval.
Book closure & Record date
In order to determine the eligibility of shareholders to receive the dividend for the fiscal year ending on March 31, 2024, the record date i.e. Friday, 20th September 2024 has been fixed. The Register of Members and Share Transfer Books of the Company will be closed from 20th September, 2024 to 27th September, 2024 (both days inclusive).
According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
TRANSFER TO RESERVES
As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2023-24 in the profit and loss account.
PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) for the year ended on 31st March, 2024. Therefore, no amount of principal or interest was outstanding, unpaid or unclaimed as on 31st March, 2024.
RIGHTS ISSUE OF THE EQUITY SHARES OF THE COMPANY
The Board of Directors of your Company at its meeting held on February 13, 2024, inter-alia considered and approved the raising of funds by way of Rights Issue for an amount up to C 50 crores. Your Company evaluated various options and was of the view that rights issue was an equitable mode of fund raising as it gives its shareholders an equal opportunity to participate in the growth of the Company.
The objects of the Issue are:
1. To meet the incremental working capital requirement of the Company;
2. To invest/infuse funds in our newly incorporated wholly owned subsidiary namely SM Travel Gear Private Limited, for acquisition of plant & machinery for a new manufacturing facility dedicated to producing high-quality luggage & travel gear and also to meet the working capital requirements of the new plant;
3. Adjustment of unsecured loans against the entitlement of Promoter;
4. General Corporate Purposes.
Accordingly, your Company coming out with Issue of 3,93,18,798 fully paid-up equity shares of face value of C 2/- each (the "rights equity shares") for cash at a price of C 12.50/- per rights equity share (including a premium of C 10.50/- per rights equity share) up to C 50 crores on a Rights basis to the existing eligible equity shareholders in the ratio of 1 Rights equity share for every 5 fully paid-up equity share held by the eligible equity shareholders on the record date, that is on August 09, 2024 (the "issue"). The Rights Issue shall open on August 23, 2024 and shall close on September 06, 2024
SHARE CAPITAL a) Authorised Share Capital:
The Authorized share capital of your Company as on March 31, 2024 stood at C 58,50,00,000 (Rupees Fifty-Eight
Crores Fifty Lacs Only) divided into 26,25,00,000 (Twenty-Six Crore Twenty-Five Lacs only) Equity Shares of C 2/- (Rupees Two only) each and 6,00,000 (Six Lacs only) Preference Shares of C 100/- (Rupees Hundred only) each.
b) Issued, Subscribed and Paid-up Share Capital:
As on March 31, 2024, the issued, subscribed and paid-up share capital of the Company increased to C39,31,87,984/-
(Rupees Thirty-Nine Crore Thirty-One Lacs Eighty-Seven Thousand Nine Hundred Eighty-Four Only) divided into 19,65,93,992/- (Nineteen Crore Sixty-Five Lacs Ninety-Three Thousand Nine Hundred Ninety-Two Only) equity shares of C 2/- (Rupee Two Only) each.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
During the Financial Year 2023-24, company have incorporated a wholly owned subsidiary company i.e. SM Travel Gear Pvt Ltd under Companies Act, 2013, for setting up manufacturing facility of Luggage and Travel Gear.
The Company have Two Wholly Owned Subsidiaries as on 31 March, 2024. The Annual Accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The Annual Accounts of the Subsidiary Companies are also available on the website of the Company at https://swissmilitaryshop.com/ investor-relations/.
Consolidated Financial Statements
According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiary are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder and form part of this Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiaries in Form No. AOC-1, attached herewith as ‘Annexure – 1' to this report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, at the link: https://swissmilitaryshop.com/ investor-relations/.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2023-24 and the date of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors:
The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
During the year under review, the composition of the Board of 7 Directors. As on the date of the report, the Board comprises, 4 Independent, 2 Non-Executive and 1 Executive Director, details thereof have been provided in the Corporate Governance Report.
In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.
In the opinion of the Board, all the directors, possess the requisite qualifications, experience and expertise and hold high standards of integrity.
Your Company has well constituted Board, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company.
Criteria for determining qualification, positive attributes and independence of a director is given under the NRC Policy, which can be accessed at the link - https:// swissmilitaryshop.com/investor-relations/
b) Appointment/re-appointment of Directors made during FY 2023-24
The Board of Directors on recommendation of the Nomination and Remuneration Committee had recommended the appointment of Mr. Inder Dutt as Non – Executive Independent Director and which has been approved by the shareholders of the Company at the 34th Annual General Meeting held on 15th September, 2023. for a first term of five consecutive years.
c) Appointment / Re-appointment of Directors at ensuing annual General Meeting
In terms of the provisions of the Companies Act, 2013, Mrs. Ashita Sawhney (DIN: 08612232) Non-Executive (Non-Independent) Director of the Company, retires at the ensuing AGM and being eligible, seeks reappointment. A resolution seeking the re-appointment of Mrs. Ashita Sawhney forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on 27th September, 2024.
The profile and particulars of experience, attributes and skills of Mrs. Ashita Sawhney together with her other directorships and committee memberships have been disclosed in the annexure to the Notice of the Annual General Meeting.
d) Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.
e) Statement regarding opinion of the board with regard to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed during the year
With regard to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed/ re-appointed during the Financial Year 2023- 24, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.
f) Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.
g) Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings.
The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.
The Board of Directors held 4 (four) meetings during FY 2023-24, details thereof have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.
h) Board Evaluation
In terms of the provisions of the Act read with Rules issued thereunder and Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2023-24. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated on their contribution at Board
/ Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees. The process of evaluation is explained in the Corporate Governance Report.
i) Committees of Board
In compliance with the requirement of applicable laws and as part of best governance practices, the Company has followed Committees of the Board as on 31st March, 2024: a) Audit Committee b) Stakeholders Relationship Committee c) Nomination and Remuneration Committee d) Corporate Social Responsibility Committee
The details pertaining to the composition, meetings and terms of reference of the aforesaid Committees are included in the Corporate Governance Report which forms part of the Annual Report.
Board has accepted all the recommendations made by the Audit Committee.
j) Familiarization Programme of Independent Directors
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The Independent Directors also met with senior management team of the Company in formal/ informal gatherings. The details of such familiarization programs for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at https://swissmilitaryshop.com/ investor-relations/.
k) Key Managerial Personnel
There was no change in the Key Managerial Personnel during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;
b) such accounting policies have been selected 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 at the end of the Financial Year and of the profit of the Company for that period;
c) proper and sufficient care has been taken 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;
d) the annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees. Detailed information on the nomination and remuneration policy of the company is included in the Corporate Governance Report which forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a) Ratio of the remuneration of each Director to the Median Remuneration of the Employee's and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is attached herewith as ‘Annexure – 2' to this report.
b) Details of employee drawing remuneration exceeding limits of Section 197 (12) read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review. The aforesaid disclosure is attached herewith as ‘Annexure – 2' to this report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not granted any loans, secured or unsecured, guarantee to companies, firm or other parties covered under section 186. Particulars of Investments has been disclosed in financial statement of the Company.
RELATED PARTY TRANSACTIONS
The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the company's website at the web link https:// swissmilitaryshop.com/investor-relations/.
All related party transactions that were entered into during the FY 2023-24 were on arm's length basis and were in the ordinary course of 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 of interest of the company at large.
All related party transactions are presented to the Audit Committee Omnibus approval obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented to the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions.
The details of Related party transactions are provided in the accompanying financial statements. Since all related party transactions entered into by the company were in ordinary course of business and were on an arm's length's basis, Form AOC-2 is not applicable to the company. Further, disclosures as per Ind-AS 24 have been made in note 26 of the financial statements for the year ended March 31, 2024.
CORPORATE SOCIAL RESPONSIBILITY
During the year, the Company was required to spend 2% of the average net profit of the past three financial years and net profit as computed pursuant to Section 198 of Act. The total amount spent during the year was C 12 Lakhs. The CSR Activities undertaken by the Company were under the thrust areas of Community Healthcare, Sanitation and Hygiene, Education and Knowledge Enhancement and Social Care and Concern. The Annual Report on CSR Activities is annexed herewith as "Annexure-5" forming part of this Annual Report.
The CSR policy of the Company is hosted on the website at https://swissmilitaryshop.com/investor-relations.
AUDITORS & AUDITORS OBSERVATIONS a) Statutory Auditors & Auditors' Report
Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 33rd Annual General Meeting held on December 15, 2022, re-appointed B.K Sood & Co., Chartered Accountants (Firm Registration No. 000948N), as the Statutory Auditors for the second term of 5 (five) years commencing from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting to be held in the year 2027.
The Statutory Auditors' Report for FY 2023-24 on the standalone and consolidated financial statements of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.
b) Secretarial Auditor
According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed AM & Associates, Company Secretaries, to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2023-24 is attached herewith as Annexure-3. There are no qualifications, observations or adverse remarks, or disclaimers in the said report.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company M/s Smita Patni & Associates, Chartered Accountants. They had submitted their reports and findings with the Audit Committee including any observation and follow-up actions thereon.
The Board of Directors of the Company has appointed M/s Smita Patni & Associates, Chartered Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Act for the FY 2023-24.
d) Cost Audit
Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Board's Report.
EXTRACTS OF ANNUAL RETURN
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2024 will be available on the website of the Company at the link https:// swissmilitaryshop.com/investor-relation/
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating efficiently.
Internal Audit of the Company's operations are carried out by the Internal Auditors and periodically covers different areas of business. The audit scope, methodology to be used, reporting framework are defined well in advance, subject to consideration of the Audit Committee of the Company. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Company. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.
VIGIL MACHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ‘Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. The Company has built a reputation for doing business with honesty and integrity over the years and has shown zero tolerance for any sort of unethical behaviour or wrongdoing. The Audit Committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. During the year under review, no instance has been reported under this policy. Whistle-blower Policy and Code of Business Conduct have been hosted on the website of the Company https:// swissmilitaryshop.com/investor-relations/
RISK MANAGEMENT
Risk Management is an integral part of our strategy for stakeholders' value enhancement and is embedded in to governance and decision-making process across the Organization. The Company has in place the Risk Management policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization. As per Risk Management Policy all the risks are discussed in detail with the functional heads to identify, evaluate, monitor and minimize the identifiable business risk in the Organization.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. In this regard, the Company has organized a number of interactive awareness workshops for its employees. During the year, no complaints were received under this policy.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. As required by Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from M/s. AM & Associates, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of the Corporate Governance Report.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure – 4' to this Report.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
No material orders have been passed by any Regulators/ Courts/Tribunals, which has been received by the Company, having impact on the going concern status and the Company's operation in future.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 523558. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2024-25 have been paid.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.
EMPLOYEE STOCK OPTION PLAN 2023
During the year under review, the Company had sought approval of the Members at 34th AGM Notice dated August 10, 2023 for the adoption and implementation of ‘Swiss Military Consumer Goods Limited – Employee Stock Option Plan 2023' (hereinafter referred to as ‘ESOP 2023'/‘the Plan') to the eligible employees of company [other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company] in one or more tranches, not exceeding 40,00,000 (Forty Lakh). The Members, vide special resolution passed at 34th Annual General Meeting of the company on September 15, 2023, approved the adoption and implementation of ESOP 2023. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.
The initiative is being introduced to link the employee's performance in the Company along with other initiatives which would contribute to improve the performance of the Company. The Company views the plan as a long-term incentive tool that would assist in aligning employees' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The eligible employees were granted options of ESOPs as on 22nd May 2024, as determined by the NRC, which will be vested as per the approved vesting schedule and are be exercisable into fully paid-up equity shares of C 2/- each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of the applicable laws and regulations for the time being in force.
CYBER SECURITY
In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.
OTHER DISCLOSURES
a) The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (‘IEPF') of the Government of India.
b) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
c) There was no instance of onetime settlement with any Bank or Financial Institution.
d) The Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section43(a)(ii) & Section 54(1)(d) of the Act read with applicable rules is required to be disclosed.
HUMAN RESOURCE AND INDUSTRY RELATIONS
Your Company values its employees and believes that the Company's success is a result of the team work of all of its employees. The Human Resource Development team strives to create a positive work environment that influences employees' ability, motivation and creates opportunities for them to perform. Our safe, secure and harassment free work environment encourages high performance work culture with focus on employee health safety, welfare, engagement, development, diversity, productivity, cost and quality. Comprehensive policies of the Company covers the entire spectrum of the life cycle of an employee from recruitment to retention. We are committed to hiring, nurturing and developing exceptionally talented human resources. Company's unique culture and robust People Practices and Policies, inspire and ensure that every employee aspires to grow in the organization.
On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.
APPRECIATION AND ACKNOWLEDGEMENTS
Your directors acknowledge with sincere gratitude for the trust reposed by all Stakeholders including Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Government and State Government Bodies and Authorities and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and the continuing commitment and dedication shown by the employees of the Company.
For and on behalf of the Board of Directors