Dear Members,
The Board of Directors are pleased to present the Company's 22nd
Annual Report and the Company's audited financial statements for the financial year
ended March 31, 2025.
FINANCIAL RESULTS
The Company's financial performance (standalone and consolidated) for
the year ended March 31, 2025 is summarized below:
|
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
41656.84 |
31958.84 |
41656.84 |
31958.84 |
| Other Income |
179.55 |
592.27 |
179.55 |
592.27 |
| Profit before depreciation, finance cost,
exceptional items & tax expenses |
7501.63 |
4563.60 |
7501.63 |
4563.60 |
| Less: Depreciation/ Amortization / Impairment |
1135.92 |
800.52 |
1135.92 |
800.52 |
| Profit before finance cost, exceptional items
& tax expenses |
6365.71 |
3763.08 |
6365.71 |
3763.08 |
| Less : Finance Cost |
1905.78 |
1323.64 |
1905.78 |
1323.64 |
| Profit before exceptional items & tax
expenses |
4459.93 |
2439.44 |
4459.93 |
2439.44 |
| Less- Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit before tax expenses |
4459.93 |
2439.44 |
4459.93 |
2439.44 |
| Less: -Tax expenses |
|
|
|
|
| - Current Tax |
638.08 |
579.00 |
638.08 |
579.00 |
| - Deferred Tax |
490.20 |
40.83 |
490.20 |
40.83 |
| Profit for the year |
3331.65 |
1819.61 |
3331.65 |
1819.61 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the company's performance (standalone) for the year
ended March 31, 2025 are as under:
• Revenue from operations increased by 30.35 % to Rs. 41,656.84
lakh
• PBDIT increased by 64.38 % to Rs. 7501.63 lakh
• Profit Before Tax increased by 82.83 % to Rs. 4459.93 lakh
• Net Profit increased by 83.10 % to Rs. 3331.65 lakh OPERATIONS
Your Directors are pleased to report that, your company have recorded
highest standalone revenue of Rs.41,656.84 lakh from operations in current year as
compared to Rs. 31958.84 lakh in the previous year, with a significant growth of 30.35 %,
the consolidated revenue as same as standalone revenue.
The Company has recorded highest export revenue of Rs.2254 Lakh in the
current fiscal year, up from Rs.320.23 Lakh in the previous year, marking a notable
increase. The export volume has risen to 11.93 Lakh mtr., compared to 1.71 Lakh mtr. in
the previous year. Exports constitute 5.41% of the total revenue of the Company.
Your Directors are pleased to report that as a result of higher revenue
from the operations, optimum capacity utilization and thrust on value addition products
the Company has registered significant growth as under:
The operating profit (PBITDA) of the Company has increased to
Rs.7501.63 lakh in the current year under review as compared to Rs.4563.60 lakh in the
previous year, a significant growth of about 64.38%.
The Cash profit (PBDT) of the Company for the current year has
increased to Rs.5595.85 lakh as against Rs.3239.96 lakh, an impressive spike of about
72.71 % over the previous year.
The Profit after Tax (PAT) of the Company has increased to Rs.3331.65
lakh for the current year as against Rs.1819.61 lakh in the previous year and registered a
significant upsurge of about 83.10 %.
DIVIDEND
To strengthen the financial position and funding to the ongoing
projects of the Company, no dividend is recommended by the Board for the financial year
2024-25.
TRANSFER TO RESERVES
The Board of Directors of your company has decided not to transfer any
amount to the reserves for the year under review.
UPDATE ON EXAPNSION PLANs
During the financial year 2024-25, the Company undertook significant
capacity enhancement initiatives as part of its strategic expansion plan. At Neemuch
Unit-1 (located at B-24 to B-41, Industrial Area, Jhanjharwara, Neemuch, Madhya Pradesh),
the Company successfully Installed 72 Air Jet Looms, adding a weaving capacity of 1.23
crore meters of fabric per annum and also Commissioned one Indigo Dyeing Range line for
denim processing, with a production capacity of 72 lakh meters of fabric per annum.
Commercial production of both the projects were commenced in July 2024.
In addition to above expansion plans, the Company commissioned its
first Spinning Project consisting of 22,656 spindles, with an annual installed capacity of
7,344 tons per annum at Neemuch Unit-2 (Survey No. 93/2, 96/1, 98.6, 103/1, & 104,
Village Soniyana, Tehsil Jiran, District Neemuch).
Furthermore, the Company has also commissioned a new Cotton Processing
Unit at Neemuch Unit-1, with an installed capacity of 2.40 crore meters of fabric per
annum. Commercial operations for this unit began in July 2025.
These expansion as well as new projects mark a significant step toward
enhancing the Company's overall production capabilities and are aligned with our long-term
growth objectives.
CAPITAL STRUCTURE
The Capital structure of the Company as on 31.03.2025 as follows:
The Authorized Share Capital of the Company is Rs. 42,02,00,000/-
(Rupees Forty-Two Crore Two Lakh only) consisting of 4,20,20,000 (Four Crore Twenty Lakh
Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
The Issued, subscribed and Paid up Share Capital of the Company is
Rs.22,01,82,600 (rupees twenty two crore one lakh eighty two thousand six hundred) divided
into 2,20,18,260 (two crore twenty lakh eighteen thousand two hundred sixty) Equity Shares
of Rs.10/- each.
During the year under review, your Company has reclassified the
Authorized Share Capital of the Company from Rs. 42,02,00,000/- (Rupees Forty-Two Crore
Two Lakh only) consisting of 2,20,20,000 (Two Crore Twenty Lakh Twenty Thousand) Equity
Shares of Rs. 10/- (Rupees Ten) each and 2,00,00,000 (Two Crore) Preference Shares of
Rs.10/- (Rupees Ten) each to Rs. 42,02,00,000/- (Rupees Forty-Two Crore Two Lakh only)
consisting of 4,20,20,000 (Four Crore Twenty Lakh Twenty Thousand) Equity Shares of Rs.
10/- (Rupees Ten) each." in its Annual General Meeting held on September 30, 2024.
The Company have issued and allotted 76,18,000 Warrants convertible
into equity shares of face value of Rs.10/- each, at a premium of Rs.36.16/- per warrant
in the ratio of one equity share for every one warrant on preferential basis pursuant to
In-principle approval of National Stock Exchange vide NSE/LIST/36000 dated July 07, 2023,
out of which conversion of total 38,01,000 warrants were outstanding at the end of the FY
2023-24. Now all outstanding warrants converted into equity shares during the year and
Company obtained the Listing as well as Trading Approval of such equity shares.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company are prepared in
accordance with relevant Accounting Standards issued by the Institute of Chartered
Accountants of India and form part of this annual report. A statement containing the
salient features of the Company's subsidiaries, associate and joint venture Company in the
prescribed form AOC-1 is enclosed as Annexure-1 to the Annual Report.
DEPOSITS
During the year under review, your company has not accepted or renewed
any deposit within the meaning of Section 73 of the Companies Act 2013 and the rules made
there under.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
As on March 31, 2025, the Company have one associate company which
details as follows-
| Name and address of the Company |
CIN/ GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable section |
| Modway Suiting Private Limited (Formerly
known as Cyan Textile Private Limited) 470, Industrial Area, Biliya Khurd, Pur Road,
Bhilwara-311001 |
U18108RJ1986PTC003788 |
Associate |
41.06 |
Section 2(6) of Companies Act, 2013 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement referred to in clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, your Directors state that:
(a) in the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards read with requirements set out
under Schedule III of the Act have been followed and there are no material departures from
the same;
(b) the Directors have selected such accounting policies as mentioned
in notes to the Financial statements have been selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at March 31, 2025 and of the profit of the
company for year ended on that date;
(c) the Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared annual financial statements have been
prepared on a going concern basis;
(e) the Directors have laid down internal financial control to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
BOARD OF DIRECTORS, THEIR MEETINGs & KMPs
I. Constitution of the Board
The Board of directors are comprising of total 6(Six) Directors, which
includes 3 (Three) Independent Directors. The Chairman of the Board is Promoter and
Managing Director. The Board members are highly qualified with the varied experience in
the relevant field of the business activities of the Company, which plays significant
roles for the business policy and decision-making process and provide guidance to the
executive management to discharge their functions effectively.
II. Board Independence
Our definition of 'Independence' of Directors is derived from
Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act,
2013. The Company is having following independent directors:
i) Mrs. Annie Zuberi
ii) Mrs. Amreen Shiekh
iii) Mr. Ramesh Agarwal
As per provisions of the Companies Act, 2013, Independent Directors
shall not be liable to retire by rotation.
III. Declaration by the Independent Directors
All the Independent Directors have given their declaration of
Independence stating that they meet the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that
all the independent directors fulfill the criteria as laid down under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.
IV. Directors liable to retire by rotation
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mrs. Samar Khan (DIN: 01124399),
Whole Time Director of the Company is liable to retire by rotation at ensuing Annual
General Meeting. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee has recommended their re-appointment.
V. Directors and Key Managerial Personnel
Followings are the Directors and KMPs of the Company:
| S No Name of Directors/KMPs |
Designation/Nature of Directorship |
| 1 Mr. Mohammed Sabir Khan |
Chairman cum Managing Director |
| 2 Mr. Nasir Khan |
Executive Director |
| 3 Mrs. Samar Khan |
Executive Director |
| 4 Mrs. Amreen Sheikh |
Independent Director |
| 5 Mrs. Annie Zuberi |
Independent Director |
| 6 Mr. Ramesh Agarwal |
Independent Director |
| 7 Mr. Rahul Kumar Verma |
Company Secretary & Compliance Officer |
| 8 Mr. Prakash Chandra Jain |
Chief Financial officer |
VI. Meetings and Attendance of the Board
The Board meets at regular intervals to discuss and decide on
company/business policy and strategy apart from other Board business. The notice of Board
meeting is given well in advance to all the Directors.
The Board met 15 (fifteen) times in the Financial Year 2024-25. The
frequency of and the quorum at these meetings were in conformity with the provisions of
the Companies Act, 2013 and Secretarial Standard-1.
Attendance of each director in board meeting as follows:
| Date of Meeting |
Name of Directors |
|
Mr. Mohammed Sabir Khan |
Mr. Nasir Khan |
Mrs. Samar Khan |
Mrs. Annie Zuberi |
Mrs. Amreen Sheikh |
Mr. Ramesh Agarwal |
| 04.05.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 01.06.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 07.08.2024 |
Yes |
Yes |
Yes |
No |
Yes |
No |
| 27.08.2024 |
Yes |
Yes |
Yes |
No |
Yes |
No |
| 07.09.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 10.09.2024 |
Yes |
Yes |
Yes |
No |
Yes |
No |
| 08.11.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 14.11.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 23.12.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| 07.01.2025 |
Yes |
Yes |
Yes |
No |
Yes |
No |
| 08.01.2025 |
Yes |
Yes |
Yes |
No |
Yes |
No |
| 14.01.2025 |
Yes |
Yes |
Yes |
No |
No |
No |
| 15.01.2025 |
Yes |
Yes |
Yes |
No |
No |
No |
| 16.01.2025 |
Yes |
Yes |
Yes |
No |
No |
No |
| 27.03.2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
VII. Separate Meeting of Independent Directors
As stipulated by the Code of Independent Directors under the Companies
Act, 2013, a separate meeting of the Independent Directors of the Company was held on 23rd
December, 2024 to review the performance of Non-Independent Directors (including the
Chairman) and the entire Board. The Independent Directors also reviewed the quality,
content and timelines of the flow of information between the Management and the Board and
its Committees which is necessary to effectively and reasonably perform and discharge
their duties.
VIII. Company's policy on Directors' Appointment
and Remuneration
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive at tributes, independence of a
Director and other matters provided under section 178(3), uploaded on company's
website.
https://www.swarajsuiting.com/uploads/reports/
NOMINATION%20AND%20REMUNERATION%2QPOI,ICY.pdf
IX. Annual Evaluation by the Board
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee has laid down the criteria for evaluation of the
performance of individual Directors and the Board as a whole. Based on the criteria the
exercise of evaluation was carried out through a structured process covering various
aspects of the Board functioning such as composition of the Board and committees,
experience & expertise, performance of specific duties & obligations, attendance,
contribution at meetings & Strategic perspectives or inputs regarding future growth of
company, etc. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Director. The performance of the Independent Directors
was carried out by the entire Board (excluding the Director being evaluated). The
Directors expressed their satisfaction with the evaluation process.
COMMITTEES OF THE BOARD
The Company has following committees:
I. Audit Committee
The Company has constituted Audit Committee as per requirement of
section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations,
2015. The terms of reference of Audit Committee are broadly in accordance with the
provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. The Audit Committee
comprises of the following Directors of the Company:
| S. N. Name of Director |
Nature of Directorship |
Designation in Committee |
| 1 Mrs. Amreen Sheikh |
Independent Director |
Chairperson |
| 2 Mrs. Annie Zuberi |
Independent Director |
Member |
| 3 Mr. Mohammed Sabir Khan |
Managing Director |
Member |
During the financial year 2024-25, the Audit Committee met 5 (five)
times on 04.05.2024, 30.05.2024, 07.09.2024, 14.11.2024 and 27.03.2025.
II. Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in
accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. The Nomination and Remuneration Committee comprises of the following Directors of
the Company:
| S. N. Name of Director |
Nature of Directorship |
Designation in Committee |
| 1 Mrs. Annie Zuberi |
Independent Director |
Chairperson |
| 2 Mrs. Amreen Sheikh |
Independent Director |
Member |
| 3 Mr. Ramesh Agarwal |
Independent Director |
Member |
| 3 Mr. Mohammed Sabir Khan |
Managing Director |
Member |
During the financial year 2024-25, the Nomination and Remuneration
Committee met 2 (two) times on 07.09.2024 and 23.12.2024.
III. Stakeholder's Relationship Committee
The Company has constituted a Stakeholders' Relationship Committee in
accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. The Committee considers and approves various requests regarding annual report and to
redress complaints of the shareholders. The Stakeholders' Relationship Committee comprises
the following Directors:
| S. N. Name of Director |
Nature of Directorship |
Designation in Committee |
| 1 Mrs. Annie Zuberi |
Independent Director |
Chairperson |
| 2 Mrs. Amreen Sheikh |
Independent Director |
Member |
| 3 Mr. Mohammed Sabir Khan |
Managing Director |
Member |
| 3 Mr. Nasir Khan |
Whole Time Director |
Member |
During the financial year 2024-25, the Stakeholders' Relationship
Committee met on 27.03.2025.
IV. Corporate Social Responsibility (CSR) Committee
The Company has constituted a CSR Committee in accordance
withsection135 of the Companies Act, 2013. The CSR Committee comprises the following
Directors:
| S. N. Name of Director |
Nature of Directorship |
Designation in Committee |
| 1 Mrs. Amreen Sheikh |
Independent Director |
Chairperson |
| 2 Mr. Mohammed Sabir Khan |
Managing Director |
Member |
| 3 Mr. Nasir Khan |
Whole Time Director |
Member |
During the financial year 2024-25, the CSR Committee met on 07.08.2024.
V. MEETINGS OF MEMBERS
During the year under the 21st Annual General Meeting of the
Company hold on 30th September, 2024.
DEMATRIALISATION OF SECURITIES:
The Company's Equity Shares are admitted in the system of
Dematerialization by both the Depositories namely NSDL and CDSL. As on report date all
2,20,18,260 equity shares dematerialized through depositories viz. National Securities
Depositories Limited and Central Depositories Services (India) Limited, represents whole
100% of the total issued, subscribed and paid-up share capital of the Company. The ISIN
allotted to your Company is INE0GMR01016.
REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed Bigshare Services Private Limited as its
Registrar and Share Transfer Agent .The Registered Office of Bigshare Services Pvt. Ltd.
situated at Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura
Centre, Mahakali Caves Road, Andheri (East), Mumbai-400093.
AUDITORS AND AUDITORS' REPORT
I. SATUTORY AUDITOR
M/s KARP & Co. (formerly known as Alok Palod & Co.), Chartered
Accountants, were appointed as the Auditors of the Company for a term of 5 (five)
consecutive years, at the 21st AGM held on September 30, 2024. The Auditors
have confirmed that they are not disqualified from continuing as the Auditors of the
Company.
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer. The Notes to the financial statements referred in the
Auditors' Report are self-explanatory and do not call for any further comments.
II. INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 (asamended), the Board of Directors, on the
recommendations of the Audit Committee, of the Company, has appointed M/s Dinesh Agal
& Co, Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 016806C], as the
Internal Auditors of the Company for the financial year 2024-25.
The Internal Audit Finding/s and Report/s submitted by the said
Internal Auditors, during the financial year, to the Audit Committee and Board of
Directors of the Company, do not contain any adverse remarks and qualifications hence do
not call for any further explanation/s by the Company.
III. SECRETARIAL AUDITORS
The Board had appointed M/s Sanjay Somani & Associates, Company
Secretaries, Bhilwara, [ICSI Membership No.FCS-6958 & Certificate of Practice No.
5270], to conduct Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked
as Annexure-2 to this Report. The Secretarial Audit Report does not contain any
qualification, reservation disclaimer.
In accordance with the recent amendments to the Listing Regulations,
the Board has recommended to the members for their approval, appointment of M/s Sanjay
Somani & Associates, Company Secretaries, as the Secretarial Auditor of the Company,
for a term of 5 (five) consecutive financial years commencing from the financial year
2025-26 to the financial year 2029-30
IV. COST AUDITORS
As per the requirement of the Central Government and pursuant to
section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, the Board has appointed M/s Avnesh Jain &
Company, Cost Accountants (FRN: 101048), being eligible, to conduct Cost Audit of the
Company for the financial year 2025-26 at a remuneration of Rs.35,000/- subject to
ratification by members. Accordingly, the proposal has been included in the notice to
ratify the remuneration being offered.
In accordance with the provisions of Section 148(1) of the Companies
Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 the Company has
maintained the Cost Records.
INTERNAL FINANCIAL CONTROLS
The Company has laid down Internal Financial Controls that include a
risk-based framework to ensure orderly and efficient conduct of its business, safeguarding
of its assets, accuracy and completeness
of the accounting records and assurance on reliability of financial
information. The Company maintains adequate and effective internal control systems
commensurate with its size and complexity. An independent internal audit function is an
important element of the Company's internal control systems. This is executed through
an extensive internal audit programme and periodic review by the management and the Audit
Committee.
The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down by the management. The
Statutory Auditors have confirmed the adequacy of the internal financial control systems
over financial reporting.
Further, details of internal control systems are given in the
Management Discussion and Analysis which forms part of this Annual Report.
CREDIT RATING
During the year 2024-25, Crisil Ratings Limited has assigned &
reaffirmed the ratings for Bank Loan facilities of the Company. The details of latest
Credit Rating assigned & reaffirmed to the Company are given below: -
|
Amount (Rs. in crore) |
Credit Rating |
| Total bank Loan facilities |
340.00 |
Crisil BBB Stable Reaffirmed |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance of Section 177 (9) of the Companies Act, 2013 and the
regulation 22 of the Listing Regulations and with the objective of pursuing the business
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior and to encourage and protect the employees who
wish to raise and report their genuine concerns about any unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct, the Company has adopted a
Whistle Blower Policy. The policy has been disclosed on the website of the Company under
the link:
https://www.swarajsuiting.com/uploads/reports/Whistle%20
Blower%20Policy-%20Vigil%20Mechanism.pdf
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015
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 details of the Insider Trading Policy have posted on the website of the Company at
following link:
(Link: https://www.swarajsuiting.com/uploads/reports/Policy%20
on%20lnsider%20Trading.pdf )
The Code requires Trading Plan, 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. However,
there were no such instances in the Company during the year 2024-25.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
The Board of Directors of the Company and the Audit Committee shall
periodically review and evaluate the risk management system of the Company so that the
management controls the risks through properly defined network. Head of Departments shall
be responsible for implementation of the risk management system as may be applicable to
their respective areas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee, but the Board of
Directors and Audit Committee is looking after the Risk Management of the Company.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments, if any, affecting
the financial position of the Company which has occurred between the end of the financial
year and date of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a
Policy and constituted an internal complaints committee to redress complaints regarding
sexual harassment of women at workplace. The committee has informed following status of
complaints during the year:-
(a) Number of complaints of sexual harassment received during the year
: Nil
(b) Number of complaints disposed-off during the year : Nil
(c) Number of complaints pending for more than 90 days : Nil
(d) Number of complaints pending at the end of the year : Nil MATERNITY
BENEFIT
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
ANNUAL RETURN
Kindly take note that the Annual Return as required under Section 92 of
the Companies Act, 2013 will be made available on the website of the Company after
conclusion of the AGM in below link:
(Link: https://www.swaraisuiting.com/annual-return)
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186
Details of loans, guarantees or investments, if any, covered under the
provisions of Section 186 of the Act are given in the notes to the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:
All related party transactions that were entered during the financial
year, were on the arm's length basis and were in the ordinary course of business and do
not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in
form AOC-2 is not required.
All Related Party Transactions were placed before the Audit Committee
for approval. A policy on the related party Transitions was framed & approved by the
Board and posted on the Company's website at below link:
https://www.swaraisuiting.com/uploads/reports/POLICY%20
QN%20RELATED%20PARTY%20TRANSACTIQNS.pdf
However, you may refer to Related Party Transactions, as per the
Accounting Standards, in the notes forming part of the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As per Regulation 34 (e) read with schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the management Discussion and Analysis Report of
the Company for the year ended is set out in this Annual Report as "Annexure-3."
HUMAN RESOURCES
The Company treats its "Human Resources" as one of its most
important assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. The Company thrust is on the promotion of
talent internally through iob rotation and iob enlargement.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
REMUNERATION AND PARTICULARS OFEMPLOYEES
Pursuant to provision of section 197 of Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the details of employees given in the "Annexure-4".
The information as required to be provided in terms of Section 197 (12)
of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as "Annexure-5" to this Report.
COMPLIANCES OF SECRETARIAL STANDARDS
The Board of Directors confirms that the Company, has duly complied and
is in compliance, with the applicable Secretarial Standard/s, namely Secretarial
Standard-1 (‘SS-1') on Meetings of the Board of Directors and Secretarial
Standard -2 (‘SS-2') on General Meetings, during the financial year 2024-25
ended 31st March 2025.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information on 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 annexed herewith as “Annexure-6".
CORPORATE SOCIAL RESOPOSIBILITY
In pursuant to Section 135 of the Companies Act, 2013 read with rules
framed there under a CSR Policy to ensure Social Responsibilities has been adopted.
The CSR Policy has been uploaded on the website of the Company at
following link: (https://www.swarajsuiting.com/uploads/reports/ CSR%20Policy.pdf)
In view of the profits and turnover of the company, your Company was
required to undertake CSR projects during the year 2024-25 under the provisions of section
135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives
under "Corporate Social Responsibility (CSR)", the Company has undertaken
various activities, which are in accordance with CSR Policy of the Company and Schedule
VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as
"Annexure-7".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
DISCLOSURE FOR FRAUD AGAINST THE COMPANY
In terms of provision of section 134(3)(ca) of the Companies Act, 2013,
There were no instances of fraud which are reported by Auditors of the Company under
section 143(12) of the Companies Act, 2013 to the Audit Committee.
CODE OF CONDUCT
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed
companies to lay down a Code of Conduct for its directors and senior management,
incorporating duties of directors as laid down in the Companies Act, 2013. The Company has
adopted a Code of Conduct for all Directors and Senior Management of the Company and same
is hosted on the website of the company at following link:
(https://www.swaraisuiting.com/uploads/reports/Code%20 of%2 0Conduct%2
0for%20Directors%20&%20Senior%2 0 Management%20Personnel.pdf)
CORPORATE GOVERNANCE
The Company being listed on the EMERGE Platform of National Stock
Exchange of India Limited, therefore pursuant to Regulation 15(2)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V
relating to compliance of Corporate Governance shall not applicable to the Company.
Further, The Company need not require complying with requirements as specified in Part E
of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance
on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be
disclosed with Annual Report.
INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship
with workers and employees at all levels.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of the
business and commercial activities of the company.
INVESTORS EDUCATION AND PROTECTION FUND
During the financial year 2024-25 ended on 31st March 2025
under review, there were no amount/s which is required to be transferred to the Investor
Education and Protection Fund by the Company. As such, no specific details are required to
be given or provided.
DETAILS OF APPLICATION MADE OR ANY PROCESSING PENDING UNDER THE IBC2016
During the year under review no application was made, further no any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
DIFFERENCE IN VALUATION
During the year under review there was no case of one time settlement
with financial institution so the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions are not applicable to the company.
SUSPENSION OF TRADING
There was no occasion wherein the equity shares of the Company have
been suspended for trading during the financial year 2024-25.
ACKNOWLEDGEMENT
It is our belief that we have a leadership team with right experience
and skills to take us into next decade of growth. We continue to build our skills and add
appropriate resources, which help the company deliver solid results in the years to come.
The Board of Directors also take this opportunity to extend its sincere thanks for
co-operation and assistance received by the Company from the Central - State - Local
Government and other regulatory authorities, Bankers, Members, Customers, Suppliers.
The Directors also record their appreciation of the dedication of all
the employees at all levels for their support and commitment to ensure that the Company
continues to grow.
| For and on behalf of the Board of Directors |
| Mohammed Sabir Khan |
| Chairman and Managing Director |
| Bhilwara, September 08, 2025 |
|