The Directors have great pleasure in presenting the 21st Annual Report
together with the Audited Statements of Accounts of your Company for
the financial year ended on 31st March, 2015.
FINANCIAL PERFORMANCE :
Summarized financial highlights of the Company as fellows :
[Amount in Rupees]
Particulars FY: 2014-15 FY: 2013-14
Total Income/ Revenue 106906428 36416459
Total Expenditures 103108741 34339467
Profit/(loss) before Tax 3797687 2076992
Interest Nil Nil
Depreciation 84034 38185
Less Provision for
Taxation (Inc. FBT, Differed Tax) 1120077 665125
Profit/ (Loss) after Tax 2677610 1411867
Basic & Diluted
Earnings per share (EPS) 0.26 0.14
The Company''s total revenue from operations during the financial year
ended 31st March 2015 were Rs.106906428/- as against Rs.36416459/- of
the previous year representing decrease over the corresponding period
of the previous year. Total expenses of the Company were
Rs.103108741/- (previous year of Rs.34339467/-). The Company has made
Net Profit of Rs.2677610/- as against net profit of Rs.1411867/- of the
previous year after considering Depreciation and Provision for Tax. The
EPS of the Company for the year 2014- 2015 is Rs.(0.26). The Company is
looking forward to infuse additional working capital in the business of
the Company in order to carry out the operation of the Company
No dividend has been recommended in respect of the financial year ended
31st March, 2015 and the entire surplus be ploughed back to the
business to meet the needs for additional finance for capital
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE REPORT :
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report. A certificate
from the Auditors of the Company confirming the compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is included as a part of this report.
LISTING WITH STOCK EXCHANGE :
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-16 to BSE where the Company''s Shares are listed.
FIXED DEPOSIT :
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL :
During the year under review there is no change on share capital of the
SUBSIDIARY COMPANY :
The Company does not have any subsidiary.
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 Clause 49 of the Listing Agreement.
Pursuant to Section 152(6) of the Companies Act, 2013, Mrs. Lilaben K.
Agaja retires by rotation at the forthcoming Annual General Meeting.
Being eligible, she offers herself for reappointment.
Pursuant to the provisions of the section 161 of the Companies Act,
2013 read with the Articles of Association of the Company, Mrs. Lilaben
K. Agaja is appointed as Additional Director and she shall hold office
only up to the date of this Annual General Meeting. Your board has
recommended appointment of Mrs. Lilaben K. Agaja as an independent
Director not liable to retire by rotation for a period of 5 years.
Mr. Satish R. Shah was resigned from the Board of Directors of the
Company with effect from 27.03.2015. The Board placed on record its
deep sense of appreciation for the invaluable contribution made by Mr.
Satish R. Shah during his tenure
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :
During the year under review 6 (Six) Board Meetings were convened and
held. The intervening gap between the two meetings was within the
period prescribed under the Companies Act, 2013. The details of the
meetings are furnished in the Corporate Governance Report which is
attached as part of this Report.
EXTRACT OF ANNUAL RETURN :
The extract of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure-A, in Form MGT-9 and is attached
to this Report.
AUDITORS AND AUDITORS'' REPORT :
M/s. Marmik G. Shah & Associates, Chartered Accountants, Ahmadabad
retires at the ensuing Annual General Meeting and being eligible, they
offer themselves for re-appointment. Your Company has received letter
from M/s. Marmik G. Shah & Associates, Chartered Accountants,
Ahmadabad, to the effect that their appointment, if made, would be
within the prescribed limits under Section 141 of the Companies Act,
2013 read with rules made there under and that they are not
disqualified for such appointment.
Your Directors recommend the re-appointment of M/s. Marmik G. Shah &
Associates, Chartered Accountants, Ahmadabad, as Statutory Auditors of
the Company to hold office from the conclusion of this AGM till the
conclusion of 26th AGM of the Company to be held in the year 2020.
The Board has duly reviewed the Statutory Auditors'' Report on the
Accounts. The observations and comments, appearing in the Auditors''
Report are self-explanatory. However, qualification, reservation or
adverse remark or disclaimer in Auditors'' Report and explanations or
comments by the Board as under:
1. Auditors'' Report regarding non availability of Financial Statement
of the partnership firm in which Company had made investment.
Board''s Reply : The Company could not get the financial statement from
the said partnership firm due to administrative problems.
INTERNAL AUDITORS :
M/s. Vineet Shah & Associates, Chartered Accountants of Ahmedabad
performs the duties of internal auditors of the Company and their
report is reviewed by the audit committee from time to time.
SECRETARIAL AUDITORS :
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 M/s. Mukesh H. Shah &
Co., Company Secretaries, Ahmedabad to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is annexed herewith as
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS :
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report.
ADDITIONAL DISCLOSURES :
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Tax Liability, etc.
RELATED PARTY TRANSACTIONS :
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.
However, there were material related party transactions in terms of
clause 49 of the listing agreement. All material related party
transactions that were entered into during the financial year were on
an arm''s length basis and were in the ordinary course of business.
Suitable disclosures as required under AS-18 have been made in the
Notes to the financial statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013 :
The details of Loans, Guarantees or Investments covered under the
provisions of section 186 of the Companies Act, 2013 made during the
year under review are disclosed in the financial statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are as follows:
Remuneration Ratio of Directors/ KMP/ Employees :
Name Designation Remuneration Increase in Ratio per
Paid remuneration Median of
from previous Employee
FY 2014-15 FY 2013-14 year remunera-
R. Shah# Director 240000 192000 48000 2.50
S. Shah CEO 120000 475000 -355000 1.25
Officer 300000 475000 -175000 3.13
Shah Manager 300000 300000 -- 3.13
# resigned on 27.03.2015.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are as follows:
a) Employed throughout the year : Nil
b) Employed for part of the year : Nil
The number of permanent employees on the rolls of Company: 10 as on 31
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the Company.
BUSINESS RISK MANAGEMENT :
The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls.
COMMITTEES OF BOARD :
Details of various committees constituted by the Board of Directors as
per the provision of Clause 49 of the Listing Agreement and Companies
Act, 2013 are given in the Corporate Governance Report which forms part
of this report.
DISCLOSURE AS PER SEXUAL HARRASSMENT 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 on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. During the
financial year 2014-15, the Company has not received any complaints on
Board Evaluation :
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment and Remuneration Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO :
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
is not applicable to the Company, as the Company is not engaged in
The Foreign Exchange Earnings and Outgo on account of the operation of
the Company during the year was as under: Foreign Exchange Earnings
during the year : Rs.1,80,150/- Foreign Exchange Outgo during the year
: Rs. Nil
The Company has made necessary arrangements for adequate insuring of
interests in various properties.
DIRECTORS'' RESPONSIBILITY STATEMENT :
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5)) of the Companies Act,
a) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements 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, 2015 and of the profit of the Company for the year ended on that
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
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors
would also like to thank the employees, shareholders, customers,
suppliers, alliance partners and bankers for the continued support,
co-operation and assistance given by them to the Company and their
condense reposed in the management.
For and on Behalf of the Board
For, SAWACA BUSINESS MACHINES LIMITED
[SHETAL S. SHAH]
PLACE : AHMEDABAD DIN: 02148909
DATE : 08.08.2015 CHAIRMAN & MANAGING DIRECTOR