To
The Members,
Swadha Nature Limited
(Formerly known as MS Securities Limited)
Your directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion and Analysis is also included in this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:
During the year under review, the total income was Rs. 15.77 Lacs as compared to Rs. 9.24 Lacs of the previous Year 2023-24. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. 1.82 Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to achieve targeted turnover in the segment of agriculture projects.
3. CHANGE OF NAME:
Company has changed their name from MS Securities Limited to Swadha Nature Limited w.e.f. July 20, 2023.
4. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.
5. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
6. SHARE CAPITAL:
Total capital of the company as on date is Rs.4,09,45,000 consisting of 40,94,500 equity shares of Rs.10/-each bearing distinctive numbers 01- to 42,50,200 out of which 1,55,700 partly paid-up equity shares were forfeited and BSE has issued notice for forfeiture of 1,55,700 partly paid-up shares on February 23, 2023.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has not issued equity shares.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
7. DIVIDEND:
The Board of Director of the company has not recommended dividend for the financial year 2023-24.
8. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
*Mrs. Ruchita Adhyaru, Company Secretary and Compliance Officer has resigned on December 15, 2023.
@Mr. Dhanesh Shah has been appointed as the Company Secretary and Compliance Officer of the Company with effect from December 15, 2023.
b) Director:
The following are the Director of the Company.
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mr. Sanjeev Saraf (DIN: 01762532), Managing Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for reappointment.
d) Changes in Directors and Key Managerial Personnel:
The following changes occurred in the Composition of Board Directors due to Appointments and Resignations of several Directors and KMP:
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e) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company's Website i.e., www.snl.in.net.
9. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.snl.in.net.
10. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
11. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met seven times (07) as under:
The Board of Directors of the Company were present at the following Board Meeting held during the year under review:
12. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.
The Independent Directors Meeting was held on March 28, 2024. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed 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.
In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c. That 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 other irregularities;
d. That the annual financial statements have been prepared on a going concern basis.
e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
14. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended March 31, 2024.
15. BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.
16. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), has been appointed as the Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting to be held in the year 2028 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".
Reply for qualification Remark in Secretarial Audit Report:
1. The Company has filed revocation application and completed all compliances with SEBI LODR and after site visit, BSE has granted trading permission on March 06, 2024.
2. The Company has again instructed all the Independent Directors and explained them about necessity of submitting declaration as required under Section 149(6) of the Companies Act, 2013. The Company is hopeful to obtain it from Independent Directors in a short period.
3. Since the Company is not having any confirmation about the MSME status of the vendor/supplier, the Company has not filed e-form MSME -1 pursuant to Order 2 and 3 dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013.
4. The Company has already informed all promoters about provisions relating to 100% promoter holding is not in demat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Promotors have confirmed to comply with the same. Some of the promoters have already complied with the provisions.
17. AUDIT COMMITTEES
The Audit Committee of the Board of Directors of the Company comprises 3 (three) Members. as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters. During the year under review, 4 meetings of the committee were held 12/05/2023, 10/08/2023, 02/11/2023 and 13/02/2024. The composition of committee and attendance at its meetings is given below:
*Mr. Manoj Saraf Resign from audit committee w.e.f. August 16, 2023.
**Mrs. Rima Nanavati appointed in audit committee w.e.f. August 16, 2023.
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.
18. NOMINATION AND REMUNERATION COMMITTEE^:
The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 members. During the year under review, 02 (Two) meetings of the committee were held on 25/04/2023 and 15/12/2023. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:
*Mrs. Sangita Saraf Resign w.e.f. August 20, 2024.
**Mrs. Rima Nanavati appointed w.e.f. August 16, 2024.
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19. STAKEHOLDERS RELATIONSHIP COMMITTEE***:
The Stakeholders Relationship Committee consisted of 3 members. During the year under review, 4 meetings of the committee were held on 07/04/2023, 07/07/2023, 11/10/2023 and 10/01/2024. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:
*Mrs. Sangita Saraf Resign w.e.f August 20, 2024.
***AThe Stakeholders Relationship Committee has been reconstituted vide Meeting of Board of Directors dated August 16, 2023.
The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2024 is given below): -
Compliance Officer:
Mr. Dhanesh Shah is Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
20. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 1.82 lacs has been carried forward to profit & loss account.
21. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2024.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company have not given any guarantee or provided any security in connection with a loan to any other body corporate or any other person, during the year under review. The directors do hereby confirm that the
Company has complied with the necessary requirements as mandated under the provisions of Section 186 of Companies Act, 2013 and the relevant rules made there under.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party during the year under review.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.
25. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
26. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions
27. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.
28. CORPORATE SOCIAL RESPONSIBILITY:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following class of companies:
Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from the date on which the provisions became applicable to the company. Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net Worth of the Company has not exceeded Rs.25 crore, as on 31st March, 2024 and hence Corporate Governance is not applicable to the Company.
29. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
31. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.
33. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.
34. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's website at www.snl.in.net.
35. CORPORATE GOVERNANCE
The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance Report so the Company has decided not to opt for the time being.
36. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024 and marked as "ANNEXURE-B".
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.
38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING 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:
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2024 and the date of Director's Report.
39. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of 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 provided as "Annexure- C" to the Board's report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the 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. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
40. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and 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 there under.
During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.
41. SECRETARIAL STANDARDS:
The Directors stated that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors' and General Meetings' and ‘Report of the Board of Directors' respectively, have been duly followed by the Company.
42. PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.
The New Code viz. "Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders" and "Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information" has been framed and adopted. The Code requires pre-clearance for dealing in the
Company's shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.
43. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.