• OPEN AN ACCOUNT
Indian Indices
Nifty
22,272.50 -246.90
(-1.10%)
Sensex
73,399.78 -845.12
( -1.14%)
Bank Nifty
47,773.25 -791.30
( -1.63%)
Nifty IT
34,463.60 -554.50
( -1.58%)
Global Indices
Nasdaq
16,175.09 -267.11
(-1.62%)
Dow Jones
37,983.24 -475.84
(-1.24%)
Hang Seng
16,600.46 -121.23
(-0.73%)
Nikkei 225
39,232.80 -290.75
(-0.74%)
Forex
USD-INR
83.36 0.07
(0.09%)
EUR-INR
89.47 -0.51
(-0.57%)
GBP-INR
104.58 -0.51
(-0.49%)
JPY-INR
0.54 0.00
(-0.43%)

EQUITY - MARKET SCREENER

Swaraj Suiting Ltd
Industry :  Textiles - Spinning - Synthetic / Blended
BSE Code
ISIN Demat
Book Value()
535438
INE0GMR01016
45.7692856
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SWARAJ
49.58
271.83
EPS(TTM)
Face Value()
Div & Yield %
3.59
10
0
 

As on: Apr 15, 2024 09:41 PM

Dear Members,

The Board of Directors are pleased to present the Company's 20th Annual Report and the Company's audited financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Company's financial performance (standalone and consolidated) for the year ended March 31, 2023 is summarized below:

Particlures

STANDALONE

CONSOLIDATED

Rs lakh

Rs lakh

2022-23 2021-22 2022-23 2021-22

Revenue from operations

21929.19 12883.15 21929.19 12883.15

Other Income

63.47 47.24 63.47 47.24

Profit before depreciation, finance cost, exceptional items & tax expenses

2411.32 1383.48 2411.32 1383.48

Less: Depreciation/ Amortization / Impairment

788.03 471.63 788.03 471.63

Profit before finance cost, exceptional items & tax expenses

1623.29 911.85 1623.29 911.85

Less : Finance Cost

861.92 302.27 861.92 302.27

Profit before exceptional items & tax expenses

761.37 609.58 761.37 609.58

Less- Exceptional Items

0.00 0.00 0.00 0.00

Profit before tax expenses

761.37 609.58 761.37 609.58

Less: -Tax expenses

- Current Tax

144.72 196.54 144.72 196.54

- Deferred Tax

62.94 -44.27 62.94 -44.27

Profit for the year

553.71 457.31 553.71 457.31

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the company's performance (standalone) for the year ended March 31, 2023 are as under:

• Revenue from operations increased by 70.22% to Rs 21,929.19 lakh

• PBDIT increased by 74.29% to Rs 2411.32 lakh

• Profit Before Tax increased by 24.90% to Rs 761.37 lakh

• Net Profit increased by 21.08% to Rs 553.71lakh

OPERATIONS

Your Directors are pleased to inform that despite of the outbreak of Covid-19, your company have recorded highest standalone revenue of Rs 21,929.19 lakh from operations (including other income) in current year compared to Rs 12,883.15 lakh with a remarkable growth of 70.22% as compared to the previous fiscal and consolidated revenue as same as standalone revenue.

Your Directors are pleased to report that despite a highly competitive business environment and challenges faced after worldwide CoVID-19 pandemic the Company has, earned standalone net profit of ^ 553.71 lakh during the year as compared to net profit of Rs 457.31 lakh in the previous year and earned consolidated net profit as same as standalone net profit.

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 2022-23.

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 DENIM PROCESSING EXAPNSION PLAN

The Company commenced the commercial production of denim & finishing processing plant at Jhanjharwara, Neemuch, Madhya Pradesh (Unit-2), in the last year, with annual capacity of converting approximately 21.75 million metric meters of denim fabric, which is the forward integration of its existing business. The above plant is currently running at its optimum capacity, due to which the Company has been able to spread their business nationwide, the results of which seen clearly in the turnover for the financial year end on 31st March, 2023.

CAPITAL STRUCTURE

The Capital structure of the Company as on 31.03.2023 as follows:

The Authorized Equity Share Capital of the Company is Rs.11,50,00,000/- (rupees eleven crore fifty lakh) divided into 1,15,00,000 (one crore fifteen lakh) Equity Shares of Rs. 10/- each.

The Issued, subscribed and Paid up Share Capital of the Company is Rs.7,20,01,300 (rupees seven crore twenty lakh one thousand three hundred) divided into 72,00,130 (seven lakh one hundred thirty) Equity Shares of Rs.10/- each.

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, 2023, the Company have one associate company which details as follows-

S No Name and address of the Company

CIN/ GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable section

1 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, 2023, 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, 2023 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 2022-23.

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

During the year under review, the members approved the appointment of Mr. Ramesh Agarwal as an Independent Directors w.e.f. October 05, 2022 for the five years i.e. till October 04, 2027.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Mohammed Sabir Khan as Managing Director, Mrs. Samar Khan and Mr. Nasir Khan as Executive Directors of the Company for a period of 5 (five) years with effect from January 01, 2024, subject to approval of shareholders, as their current term of office is upto December 31, 2023.

Followings are the Directors and KMPs of the Company:

S No Name of Directors/KMPs

Designation/Nature of Directorship

1 Mr. Mohammed Sabir Khan [DIN:00561917]

Chairman cum Managing Director

2 Mr. Nasir Khan [DIN:07775998]

Executive Director

3 Mrs. Samar Khan [DIN:01124399]

Executive Director

4 Mrs. Amreen Sheikh [DIN:09027151]

Independent Director

5 Mrs. Annie Zuberi [DIN:08849178]

Independent Director

6 Mr. Ramesh Agarwal [DIN:01407724]

Independent Director

7 Mr. Rahul Kumar Verma [PAN:AQCPV6650M]

Company Secretary & Compliance Officer

8 Mr. Prakash Chandra Jain [PAN:ACZPJ6386K]

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 08 (Eight) times in the Financial Year 2022-23 viz., 30th May 2022, 01st August, 2022, 24th August, 2022, 28th September 2022, 14th November 2022, 06th February 2023, 01stMarch 2023 and 30th March 2023. 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

30.05.2022

Yes Yes Yes Yes Yes Yes

01.08.2022

Yes Yes Yes Yes Yes Yes

24.08.2022

Yes Yes Yes Yes Yes Yes

28.09.2022

Yes Yes Yes Yes Yes Yes

14.11.2022

Yes Yes Yes Yes Yes Yes

06.02.2022

Yes Yes Yes Yes Yes Yes

01.03.2023

Yes Yes Yes Yes Yes Yes

30.03.2023

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 30thMarch 2023 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%20 AND%20REMUNERATION%20POLICY.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 2022-23, the Audit Committee met 6 (six) times on 30.05.2022, 16.08.2022, 14.11.2022, 09.01.2023, 21.03.2023 and 29.03.2023..

II. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013and 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 2022-23, the Nomination and Remuneration Committee met 2 (two) times on 24.08.2022 and 26.12.2022.

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 2022-23, the Stakeholders' Relationship Committee met on 29.03.2022.

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 2022-23, the CSR Committee met on 24.08.2022.

V. MEETINGS OF MEMBERS

During the year under review, 19th Annual General Meeting of the Company held on 26th September, 2022. 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 March 31, 2023 all 72,00,130 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 as on that date. The ISIN allotted to your Company is INE0GMR01016. Status of the Securities as on March 31, 2023 hereunder:

CDSL NSDL TOTAL

Shares in Demat

6593030 607100 7200130

Physical Shares

Nil Nil Nil

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

I. SATUTORY AUDITOR & AUDIT REPORT

M/S S. K. Toshniwal & Co., Chartered Accountants (Firm Registration No. 008852C) were appointed as Statutory Auditors of the Company for 5 (five) consecutive years, at the 16th Annual General Meeting held on September 30, 2019 for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2024. Accordingly, they have conducted Statutory Audit for the F.Y. 2022-23. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company, and shall continue to be Statutory Auditors for the F.Y. 2022-23.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation 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, 2013read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s Kishan Agrawal & Associates ,Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 013915C], as the Internal Auditors of the Company for the financial year 2022-23.

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. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed and marked as Annexure-2 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation disclaimer. The observation(s) referred in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

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 2023-24 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 adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes indicting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

CREDIT RATING

The “Infomerics Ratings” (Credit rating agency) has assigned the Credit Rating to the Company for total bank facilities of Rs.109.59 Crores availed by the Company. The details of new Credit Rating assigned to the Company are given below: -

Amount (Rs. in crore) Credit Rating

Long Term- Fund based facility

89.10 IVR BBB-/Stable - Assigned

Long term/ Short Term- Fund based facility

20.00 IVR BBB-/Stable / IVR A3- Assigned

Short term - Non fund based facility

00.49 IVR A3 (IVR A three) Assigned

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The details of the Vigil Mechanism Policy has posted on the website of the Company at following link: https://www.swarajsuiting.com/uploads/reports/Whistle%20Blower%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 has posted on the website of the Company at following link: (Link: https://www.swarajsuiting.com/uploads/reports/Policy%20on%20Insider%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 2022-23

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 have 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

The company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

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.swarajsuiting.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.swarajsuiting.com/uploads/reports/POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS.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 job rotation and job enlargement.

RATIO OF THE REMUNERATION OF EACHDIRECTOR TO THE MEDIAN EMPLOYEE'SREMUNERATION 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 2022-23 ended 31st March 2023.

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:(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 2022-23 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.swarajsuiting.com/uploads/reports/Code%20of%20Conduct%20for%20Directors%20&%20

Senior%20Management%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 2022-23 ended on 31st March 2023 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 IBC 2016

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 2022-23.

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 sincerely appreciates the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the National Stock Exchange of India Limited, Securities Exchange Board of India, Merchant banker, Lead Manager, Underwriter and Market Maker, Auditors, Advisors and Consultants, other intermediaries and service providers for successful accomplishment of the Company's IPO. 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

Sd/-

Mohammed Sabir Khan

Chairman and Managing Director Bhilwara, September 08, 2023

ANNUAL REPORT 2022-23