SWISS MILITARY CONSUMER GOODS LIMITED
The Board of Directors is delighted to present the 34th 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 31,2023.
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 Reguirements) 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 31,2023, are summarized as under:
|
|
|
(Rs. in Lacs) |
Particulars |
Consolidated |
Standalone |
|
31st March 23 |
31st March 23 |
31st March 22 |
Revenue from operations |
12,999.94 |
12,220.81 |
5549.68 |
Other Income |
87.97 |
82.65 |
20.26 |
Total Expenditure |
12,301.73 |
11,650.67 |
5314.12 |
Profit / (Loss) before Tax & Exceptional Items |
786.18 |
652.79 |
255.82 |
Exceptional Items |
- |
- |
18.73 |
Profit / (Loss) after Tax & Exceptional Items |
617.62 |
517.81 |
274.71 |
Other Comprehensive Income |
- |
- |
|
Total Comprehensive Income for the period |
617.62 |
517.81 |
274.71 |
Earnings Per Share - Face value of Rs.27- each |
0.31 |
0.26 |
0.28 |
On standalone basis, Company has achieved a total revenue of Rs.3,736.37 lacs and
profit before tax of Rs.183.61 lacs for 4th Quarter of FY 2022-23 and a total
revenue of Rs.12,220.81 lacs and profit before tax of Rs.652.79 lacs for the year ended as
on 31 * March 2023.
On consolidated basis, the Company has achieved a total revenue of Rs.3,926.90 lacs and
profit before tax of Rs.224.34 lacs for 4th Quarter of FY 2022-23 and a total
revenue of Rs.12,999.94 lacs and profit before tax of Rs.786.18 lacs for year ended as on
31st March 2023.
The Company has recorded a turnover of Rs.12,220.81 Lacs during the financial year
2022-23 in comparison of turnover of Rs.5,549.68 Lacs during the preceding financial year
2021-22. The growth in the turnover was recorded as 120.21%.
During the financial year 2022-23 the company has earned a profit before tax of
Rs.652.79 lacs in comparison ofprofit before tax earned during
theprecedingfinancialyear2021-22 which was Rs.274.55 lacs and thereby showing a growth of
nearly 137.77% on standalone basis.
We are pleased to report that we delivered sequential improvement in performance,
demonstrating the resilience and agility of our business on yearly basis. Our strategy of
premium quality at affordable prices with innovative and cutting-edge products continues
to serve us well. New strategies and initiatives listed below being undertaken now by the
Company shall now take us to never before heights in a short span of time.
We have been very conscious of having a sure footing in the market with regards to our
product portfolio, market presence, advertising strategies and overall growth. Time has
been taken deliberately to correctly assess the Indian market which is unique in several
ways. The growth may be slow but is sure footed. Mastering market forces will now pave the
way ahead for our future growth story as a rock-solid foundation has now been laid for us
to begin our rapid expansion in the Indian sub-continent.
Our performance this year has been strong with a sharp focus on cash flow and
profitability for long-term sustained growth. In the coming year, the Company will
continue to prioritise growth areas, introduce several innovative products and marketing
strategies that shall set us apart from the competition and optimise our resources while
executing carefully laid out plans with precision. We a re now set for an exponential
growth in the network of retail touch points as well as product offerings across the
country. The company has already laid the foundation by building a noteworthy presence in
channel sales with industry leading distributors and retailers & now focusing on key
market penetration and expansion for the next level of growth.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuantto Regulation 34(2)(e)of the Listing Regulations, a detailed Management
Discussion and Analysis Report for the Financial Year under review is presented in a
separate section, forming part of this Annual Report.
The state of the affairs of the business along with the financial and operational
developments has been discussed in detail in the Management Discussion and Analysis
Report.
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 T0.16/- per equity share of the Company
of Rs.2/- each (8%) for the year ended March 31,2023.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 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 15th
day of September, 2023. 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 31,2023, the record date i.e. Friday, 8th September
2023 has been fixed. The Register of Members and Share Transfer Books of the Company will
be closed from 09th September, 2023 to 15th September, 2023 (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 2022-23 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 modifkation(s) or
re-enactment(s) for the time being in force) for the year ended on 31st March,
2023. Therefore, no amount of principal or interest was outstanding, unpaid or unclaimed
as on 31st March, 2023.
RIGHTS ISSUE OF THE EQUITY SHARES OF THE COMPANY
During the financial year 2022-23, your Company came out with Issue of 9,82,96,996
fully paid up eguity shares of face value of Rs.2/-each (the "rights equity
shares") for cash at a price of Rs.4.50/- per rights equity share (including a
premium of Rs.2.50/- per rights equity share) up to Rs.50 crores on a Rights basis to the
existing eligible equity shareholders in the ratio of 1 Rights equity share for every 1
fully paid-up equity share held by the eligible equity shareholders on the record date,
that is on July 23, 2022 (the "issue"). The Rights Issue opened on August
10,2022 and closed on August 25,2022. On September 07,2022, the Board of Directors of the
Company approved the allotment of 9,82,96,996 equity shares of face value of Rs.2/- each
to the eligible equity shareholders as fully paid up. Your Company has received Listing
Approvals and Trading Approvals from the exchanges. The numbers of issued shares of the
company increased from 9,82,96,996 equity shares to 19,65,93,992 equity shares post
allotment of the rights issue equity shares.Thus, your Company has raised funds of
Rs.44.23 crores through said rights issue.
SHARE CAPITAL
a) Authorised Share Capital:
The Authorized share capital of your Company as on March 31, 2023 stood at
Rs.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 TU- (Rupees Two only) each and
6,00,000 (Six Lacs only) Preference Shares of Rs.100/- (Rupees Hundred only) each.
b) Issued, Subscribed and Paid-up Share Capital:
As on September 07, 2022, company made an allotment of 9,82,96,996 Equity Shares of
Rs.2 each/- aggregating to Rs.19,65,93,992/- on account of rights issue. Accordingly, as
on March 31,2023, the issued, subscribed and paid-up share capitaI of the Company
increased to Rs.39,31,87,984/- (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 Rs.2/- (Rupee Two Only) each.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
During the Financial Year 2022-23, company have acquired a subsidiary company i.e. AAA
Shenyang Container Seal Pvt Ltd., pursuant to the resolution passed by the shareholders of
the Company at their Annual General Meeting held on 04th September, 2021. The
company have acquired 100% shareholding of AAA Shenyang Container Seal Private Limited and
established a wholly owned subsidiary of the Company for RFID Seal business.
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 subsidiary in Form No. AOC-1,attached herewith as'Annexure- Vtothis report.
AAA Shenyang Container Seal Private Limited has been classified as the material
subsidiary as it fulfils the criteria given under Regulation 16(1)(c) of the Listing
Regulations. Pursuant Regulation 24Aof the Listing Regulations, the Secretarial Audit
Report as prescribed in Section 204 of Companies Act, 2013 for the Material Subsidiary
Company, AAA Shenyang Container Seal Pvt Ltd for financial year ended March 31,2023 is
annexed as 'Annexure - 4"and forms an integral part of 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/.
Performance Highlights of Wholly Owned Subsidiary
AAA Shenyang Container Seal Private Limited, is the wholly owned subsidiary of the
Company, it is primarily engaged in the business of RFID e-seals. Its total income for the
year was Rs.784.45 lakhs and net profit after taxation was T99.83 lakhs.
In India RFIDe-seal used in transport from exporter hub to custom terminal with a
preclearing customs procedure by integrated the logistics and Customs aspects as per
government directives. Indian Custom implemented use of RFID E-Seal for self-sealing
container by exporter and accordingly present market size is approx. 24,00,000 to
36,00,000 unit of RFID E-Seal yearly basis which will increase with the advent of new
regulation for the ease of tracking of the container and its movement. Accordingly,
Company had decided to acquire the profitable venture of RFID e seals.
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 2022-23 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 6 Directors. As on the
date of the report, the Board comprises, 3 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 atthe link-
httpsY/swissmilitaryshop. com/investor-relations/
b) Appointment/re-appointment of Directors made during FY 2022-23
Based on the recommendation of the Nomination and Remuneration Committee
("NRC"), the Board approved the appointment/re-appointment of the following
Directors, during FY 2022-23 and such appointment/ re-appointment were also approved by
the Members at the 33rd Annual General Meeting held on December 15, 2022
("33rd AGM"):
Mr. Anuj Sawhney (DIN: 00471724), who was appointed by the Board as Managing Director
with effect from November 12, 2022. The Members also approved the appointment of Mr. Anuj
Sawhney as Managing Director of the Company for a term of five years commencing from
November 12,2022 to November 11,2027 at their 33rd Annual General Meeting held
on 15th December, 2022.
Mr. Surendra Kumar Bhagat (DIN: 09365562), who was appointed by the Board as an
Additional Director under the category of Non-Executive, Independent Director. The Members
approved the appointment of Mr. Surendra Kumar Bhagat as an Independent Director of the
Company at their 33rd Annual General Meeting held on 15th December,
2022, for a term of five years up to the conclusion of 38th Annual General
Meeting to be held in the year 2027.
Mr. Rajesh Tuteja (DIN: 08952755) who was appointed by the Board as an Additional
Director under the category of Non-Executive, Independent Director. The Members also
approved the appointment of Mr. Rajesh Tuteja as an Independent Director of the Company
for a term of five years up to the conclusion of 38th Annual General Meeting to
be held in the year 2027.
The Board affirms that Mr. Surendra Kumar Bhagat and Mr. Rajesh Tuteja meet the
criteria of independence as provided in Section 149(6) of the Act, including rules framed
thereunder, as well as Regulation 16(1 )(b) of the Listing Regulations.
c) Appointment / Re-appointment of Directors at ensuing annual General Meeting
In terms of the provisions of the Companies Act, 2013, Mr. Ashok Kumar Sawhney (DIN:
00303519) Non-Executive (Non-Independent) Director of the Company, retires at the ensuing
ACM and being eligible, seeks reappointment. A resolution seeking the re-appointment of
Mr. Ashok Kumar Sawhney forms part of the Notice convening the ensuing Annual General
Meeting scheduled to be held on 15th September, 2023.
The profile and particulars of experience, attributes and skills of Mr. Ashok Kumar
Sawhney together with his other directorships and committee memberships have been
disclosed in the annexure to the Notice of the Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration Committee
("NRC"), the Board of directors in its meeting held on August 10, 2023,
recommended the appointment of Mr. Inder Dutt (DIN: 10277617) in the
category of Non- Executive Independent Director as per Regulation 17(1 A) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, who has attained the
age of seventy five (75) years, for shareholders'approval at ensuing Annual General
Meeting.
The profile and particulars of experience, attributes and skills of Mr. Inder Dutt
together with his 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 proficiency) of the Independent Directors appointed during the
year
With regard to integrity, expertise and experience (including the proficiency) of the
Independent Directors appointed/ re-appointed during the Financial Year 2022- 23, 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 5 (five) meetings during FY 2022-23, 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 there under 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 2022-23. 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,
2023:
a) Audit Committee
b) Stakeholders Relationship Committee
c) Nomination and Remuneration 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 2022-23 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-2is 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 31,2023.
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 2022-23 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 2022-23 is attached herewith as Annexure-3.
there're 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
31,2023 will be available on the website of the Company at the link https/Awissmilitatvshop.
com/invcstor relation/
INTERNAL CONTROL SYSTEMS AND ADEQUACY
Sound internal control systems are a prerequisite for building and enhancing
shareholder value in the long run. The Company has a sound system of internal controls
commensurate with the size of the Company and the nature of its business to ensure that
all assets are safeguarded and protected against loss from unauthorized use or disposition
and that transactions are authorized and recorded correctly and adequately. The Company's
internal controls are supplemented by internal audits, review by management and documented
policies, guidelines and procedures. The internal control is designed to ensure that
financial and other records are reliable for preparing financial information.
The Audit Committee of the Board of Directors actively reviews the adeguacy and
effectiveness of internal control systems and suggests improvement for strengthening them.
The Company continues to strengthen its internal control capabilities by improving its
policies and procedures.
The Managing Director and CFO Certificate included in the Corporate Governance Report
confirms the existence of effective internal control systems and procedures in the
Company.The Audit Committee reviews the effectiveness of the Internal Financial Control
framework in the Company.
VIGIL MACHANISM / WHISTLE BLOWER POLICY
Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the
Listing Regulations, has established Vigil Mechanism/Whistle Blower Policy for Directors
and the employees of the Company.
This Policy has been established with a view to provide a tool to Directors and
employees of the Company to report to the management on the genuine concerns including
unethical behavior, actual or suspected fraud or violation of the Code or the Policy. This
Policy outlines the procedures for reporting, handling, investigating and deciding on the
course of action to be taken in case inappropriate conduct is noticed or suspected. This
Policy also provides for adequate safeguards against victimization of
director(s)/employee(s) who avail the mechanism and also provides for direct access to the
Chairman of the Audit Committee
in exceptional cases.
The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy
in the Company. The Company has not received any complaint during the year. Your Company
hereby affirms that no person of the Company has been denied access to the Audit
Committee.
The Policy is available on the website of the Company at the link
httDsWswissmilitaryshoD.com/investor-relations/
RISK MANAGEMENT
RiskManagementisan 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 Sexua Flarassment 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
Your Company always places a major emphasis on managing its affairs with diligence,
transparency, responsibility and accountability. The Company continues to focus on
building trust with shareholders, employees, customers, suppliers and other stakeholders
based on the principles of good corporate governance viz. integrity, equity, transparency,
fairness, sound disclosure practices, accountability and commitment to values.
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Practicing Company Secretaries
conforming compliance to the conditions of Corporate Governance as stipulated under
Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance
Report, which forms part of Annual 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 - 5'to this Report.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS
No significant 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 2023-24 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.
OTHER DISCLOSURES
a) The Company does not have any unpaid/unclaimed amount which is reguired 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. 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.
There are no industry relation problems during the year and company does not anticipate
any material problems on this count in the current year.
ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, solidarity, cooperation and dedication during
the year. The Board conveys its appreciation for its customers, shareholders, suppliers as
well as vendors, bankers, business associates, regulatory and government authorities for
their continued support.
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For and on behalf of the Board of Directors |
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Sd/- |
Sd/- |
Date: August 10, 2023 |
Ashok Kumar Sawhney |
Anuj Sawhney |
Place: New Delhi |
Chairman |
Managing Director |
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