Your Directors have pleasure in presenting their 10th Annual Report (after revival from Voluntary Winding up) on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The standalone financial statements for the year ended 31st March, 2024 have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Financial Summary as under:
(Amounts in 'OhOs)
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Particulars
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2023-2024
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2022-2023
|
|
Gross Income
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3970
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1795
|
|
Profit / (Loss) Before Interest and Depreciation
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617
|
98
|
|
Gross Profit/(Loss)
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617
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98
|
|
Provision for Depreciation
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--
|
--
|
|
Extraordinary Item
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--
|
--
|
|
Net Profit/(Loss) Before Tax
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617
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98
|
|
Provision for Tax
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179
|
25
|
|
Net Profit/(Loss) After Tax
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438
|
72
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2. DIVIDEND
Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. 4,38,288/- for financial year under review is transferred to reserves.
4. SHARE CAPITAL
The total Authorised capital of the Company as on March 31, 2024 is Rs. 31,00,00,000/- comprising of 3,10,00,000 Equity Shares of Rs. 10/-The total paid up capital of the Company as on March 31, 2024 is Rs. 30,96,26,500/- comprising of 3,09,62,650 Equity Shares of Rs. 10/-.
Further, the Board of Directors in their Meeting held on 04th September, 2024 has proposed to increase the Authorised Share Capital of the Company from Rs. 31,00,00,000/- (Rupees Thirty one Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs Only) Equity Shares of Rupee 10/-(Rupees Ten Only) each to Rs. 81,00,00,000/- (Rupees Eight One Crores Only) divided into 8,10,00,000 (Eight Crores Ten Lakhs Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each subject to approval of Shareholders in ensuing 10th Annual General Meeting.
5. ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year financial year 2023-2024 the Company has not made any changes in the Memorandum of Association of the company
As on the date of this report, Board of Directors in their Meeting held on 04th September, 2024 altered the Memorandum of Association of the company as follows:
1. Increased Authorised Share Capital of the Company from Rs. 31,00,00,000/- (Rupees Thirty one Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs Only) Equity Shares of Rupee 10/-(Rupees Ten Only) each to Rs. 81,00,00,000/- (Rupees Eight One Crores Only) divided into 8,10,00,000 (Eight Crores Ten Lakhs Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each subject to approval of Shareholders in ensuing 10th Annual General Meeting.
2. Alteration of the Situation Clause of the Memorandum of Association of the Company by replacing Clause no. II with the below mentioned clause;
II. The Registered Office of the Company will be situated in the State of Gujarat.
3. Alteration of Name Clause from SWOJAS ENERGY FOODS LIMITED to “SWOJAS FOODS LIMITED.
4. Amend the Memorandum of Association of the company as per the provisions of the Companies Act, 2013.
subject to approval of Shareholders in ensuing 10th AGM.
6. ALTERATION OF ARTICLES OF ASSOCIATION:
During the financial year 2023-2024 the Company has not made any changes in the Articles of Association of the company.
As on the date of this report, Board of Directors in their Meeting held on 04th September, 2024 altered the Articles of Association of the company as follows:
7. New Set of Articles of Association (“AOA”) as per the provisions of the Companies Act, 2013 subject to approval of Shareholders in ensuing 10th AGM.
8. BUSINESS OUTLOOK
Your Company is fully aware and well positioned to tab market opportunities. We would like to add that Management is looking forward to an optimistic year 2024-2025 and we appreciate all our stakeholders for their faith in the Company especially during these challenging times. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.
9. FIXED DEPOSITS
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.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Further, in accordance with provisions of the Companies Act, 2013, Mr. Ketan Kataria (DIN 01943753), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Further, due to change in Management, there were some Appointment and Resignation of Directors/KMPs w.e.f. 28th August, 2024:
> Mr. Nikunj Kumar Shah has resigned w.e.f. 28th August, 2024 from the position of Company Secretary and Compliance Officer and Appointed Mr. Yusuf Moizbhai Rupawala as the Company Secretary and Compliance Officer w.e.f. 28th August, 2024.
> Mr. Vishal Dedhia Resigned w.e.f. 28th August, 2024 from the position of Executive Director.
> Mr. Pallav Pareshkumar Dave appointed as the Additional Independent Director w.e.f. 28th August, 2024
> Mrs. Dhwani Naishadh Modi appointed as the Additional Independent Director w.e.f. 28th August, 2024
> Mr. Kamal appointed as the Additional Independent Director w.e.f. 28th August, 2024
> Mrs. Jyoti Khandelwal appointed as an Additional Non-Executive Director w.e.f. 28th August, 2024
> Mr. Parthrajsinh Harshadsinh Rana appointed Additional Executive Director w.e.f. 28th August, 2024
The Above Appointment of Directors for Change in Designation for Regularisation has been proposed in Ensuing 10th Annual General Meeting.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 at the time of appointment.
11. THE CHANGE IN THE NATURE OF BUSINESS
No change in the nature of business activities during the year.
12. TAKEOVER:
During the year under review, Offer for sale by promoters of the Company under Regulation 29(2) read with Regulation 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 pursuant to the sale of 1235038 (3.99%) Equity Shares of the Company was given.
During the year under review, Public Announcement for the attention of the Public Shareholders of Swojas Energy Foods Ltd ("Target Company") under Regulation 3(1) and Regulation 4 read with Regulation 13(2A), Regulation 14 and Regulation 15(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was made by Corpwis Advisors Private Limited (SEBI Regn. No. INM000012962), who was appointed as managers to the open offer (“Open Offer”) to the equity shareholders of Swojas Energy Foods Limited (“Target Company”), a company listed on The BSE Limited. The Open Offer was made pursuant to Regulations 3(1) and 4 read with 13(1) and 15(1) of the Takeover Code for the purpose of substantial acquisition of equity shares and control by Mr. Parthrajsinh Harshadsinh Rana ('Acquirer 1') and Mrs. Jyoti Gupta a.k.a. Jyoti Khandelwal ('Acquirer 2'), (hereinafter collectively referred as “Acquirers”).
A Share Purchase Agreement was executed on March 07, 2024, amongst the Acquirers and Mr. Vishal Pankaj Dedhia, Mr. Ketan Ishwarlal Kataria and Mr. Amar Rajmal Kakaria the current members of Promoter and Promoter Group of the Target Company and Sellers to buy their entire shareholding in the Target Company constituting 75.00% of the paid-up capital of the Target Company. As a result of this Share Purchase Agreement, the Acquirers along with the Persons Acting in Concert with them will become the Promoters of the Target Company.
Accordingly, the Open Offer was made to acquire up to 77,40,663 (Seventy Seven Lakhs Forty Thousand Six Hundred And Sixty Three) fully paid-up equity shares of face value of ?10/- (Rupees Ten only) each representing 25.00% of the paid-up equity share capital of the Target Company on a fully diluted basis and for the same Public Announcement was disseminated to the public in accordance with the provisions of the Takeover Code.
AFTER THE END OF FINANCIAL YEAR BUT BEFORE THE DATE OF REPORT:
Pursuant to provisions of Regulation 7(2)(b) of SEBI (PIT) Regulations 2015, as on date of report, promoters of Swojas Energy Foods Limited has sold 2,32,21,987 (75.00%) Equity Shares of Face Value Rs. 10 each through off market mechanism at a price of Rs. 3.50/- per share.
Further, Under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, Mrs. Jyoti Gupta AKA Jyoti Khandelwal acquired 92,88,794 equity shares through open offer and Mr. Parthrajsinh Rana acquired 1,39,33,193 equity shares through open offer. Therefore, under Regulation 7(1) read with Regulation 6(2) of SEBI (PIT) Regulation. 2015 they both became the promoters of the Company pursuant to takeover.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2024 and the date of this Directors' Report i.e. 04-09-2024 except as mentioned in this Report.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, 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 Committee.
15. COMMITTEES OF THE BOARD
The details pertaining to the composition of the Committees of the Board are included in the Report on Corporate Governance, which forms part of this Report.
16. REMUNERATION POLICY
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.
17. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.
c) The directors had taken proper and sufficient care for the 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 had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
18. AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any M/s Ramanand & Associates, Chartered Accountants, Thane, were appointed as statutory auditors of the Company from the conclusion of the 6th Annual General Meeting (AGM) after revival of the Company, held on 28th November, 2020 till the conclusion of consecutive 11th AGM to be held in the year 2025.
19. AUDITORS' REPORT
The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.
20. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .
21. SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT
A. In terms of Section 204 of the Act and Rules made there under, PAYAL TACHAK & ASSOCIATES Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. - Annexure II
B. In terms of Section 24 the SEBI (LODR) Reg. 2015 made there under, PAYAL TACHAK & ASSOCIATES Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. - Annexure III.
All the observations and suggestions of Auditor are taken care of and Company is achieving better standards of Corporate Governance Practices.
22. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at under investors/policy documents/Vigil Mechanism Policy link.
23. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.
24. BUSINESS DEVELOPMENT
The Company had small scale dealing in agricultural produce and goods during the last fiscal year. Despite taking over the Company in 2014 and applying for revocation of suspension in 2017, there had been legal restrictions on new issue / transfer of shares during the period of suspension by Promoter Group due to SEBI's General Order No. 1 dated 20-7-2015 and hence, despite all the efforts, the business of the Company could not be revived in a significant manner. Therefore, the Promoters exited so that new Acquirers can take efforts to revive the business, improve financial health of the Company and create value for all stakeholders.
25. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.
27. LISTING WITH STOCK EXCHANGES
The shares of the Company are listed on the BSE Limited and for the same BSE has allotted ISIN: INE295B01016 (BSE Code: 530217)
28. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH
Act”). Internal Complaints Committees have been set up in accordance with the provisions of POSH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2023-2024 and hence no complaint is outstanding as on 31st March, 2024 for Redressal.
29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
30. SHARE TRANSFER / DEMAT CONNECTIVITY
The Company has appointed Purva Sharegistry (India) Pvt. Ltd. having its Registered Office at Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E),Mumbai, Maharashtra - 400011 as Share Transfer Agent of the Company since 2nd August, 2018.
The Company is having demat connectivity with both depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited
31. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. During the year under review, the Company had not made any investments or given guarantees or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.
2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) was not applicable to the Company for the year under review, hence, there is no need to develop policy on CSR and take initiative thereon;
3. The Company did not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
4. The Company had not accepted deposits covered under Chapter V of the Act;
5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
6. There were no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
7. The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.
32. ACKNOWLEDGEMENTS
Your Directors also acknowledge to all with whose help, cooperation and hard work the Company is able to achieve the results.
FOR AND ON BEHALF OF E BOARD OF DIRECTORS
PLACE: MUMBAI
DATE: 04-09-2024 KETAN KATARIA ASHIT SHAH
DIRECTOR DIRECTOR
DIN: 01943753 DIN: 00023944
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