Swarna Securities Limited...SWARNA SECUTITIES LIMITED 30 th ANNUAL REPORT 2 NOTICE NOTICE is hereby...
Transcript of Swarna Securities Limited...SWARNA SECUTITIES LIMITED 30 th ANNUAL REPORT 2 NOTICE NOTICE is hereby...
Swarna Securities Limited
30th ANNUAL REPORT2019 - 20
Registered Office :# 27-1-102, II Floor
GovernorpetVijayawada - 520 002.
Phone : 2575928
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
1
BOARD OF DIRECTORS
Sri M. Murali Krishna : Chairman and Managing DirectorSmt. M.V.N.S. Sushma : DirectorSri Pradeep Kumar : DirectorSri K. Sridhar : DirectorSri V.E.Ch. Vidya Sagar : DirectorSri M. Anil Kumar : Compliance Officer &
Company Secretary
REGISTERED OFFICE
27-1-102, II FloorGovernorpet
VIJAYAWADA – 520 002.
AUDITORS
Ms. V. ShilpaChartered AccountantP-3, Classic TowersRatnamamba Street
MogalrajapuramVIJAYAWADA – 520002
BANKERS
Punjab National BankVIJAYAWADA – 520 008.
30th ANNUAL GENERAL MEETING
Day, Date : Thursday 23rd July, 2020Venue : D.No. 54-15-3, Ring Road
Vijayawada – 8
Time : 10.00 A.M.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
2
NOTICE
NOTICE is hereby given that the Thirtieth Annual General Meeting of themembers of the Company will be held on Thursday, the 23rd day of July,2020, at D.No. 54-15-3, Srinagar Colony, Ring Road, Vijayawada-8 at 10.00 AM to transact the following business:
AS ORDINARY BUSINESS:
1. To receive and adopt the Audited Profit and Loss Account for the yearended 31st March 2020 and the Audited Balance Sheet as at that dateand the report of the Directors and Auditors thereon.
2. To ratify the appointment of the Auditor of the Company and for the purposeof the same, to pass, with or without modifications the following resolutionas an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of sections 139 and 142 ofthe Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014 made thereunder, the appointment of Ms. V. Shilpa (M.No.225109),Chartered Accountant, Vijayawada as the Auditor of the Company, to holdoffice from the conclusion of this meeting till the conclusion of the AnnualGeneral Meeting of the Company to be held during the year 2021, on aremuneration that may be fixed by the Board of Directors in consultationwith the Auditor, be and is hereby ratified."
AS SPECIAL BUSINESS:3. To consider, and if thought fit, to pass, with or without modifications, the
following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 197, 198 and203 read with Schedule V and other applicable provisions, if any, of theCompanies Act 2013, consent of the members be and is hereby accordedto the appointment of Mr. M Murali Krishna as Chairman & ManagingDirector of the Company for a period of five years with effect from01.06.2020 to 31.05.2025 , without any remuneration."
BY ORDER OF THE BOARDSWARNA SECURITIES LIMITED
(Sd/-)(M. MURALI KRISHNA)
Chairman & Managing DirectorDIN: 01889812
Regd.Office :27-1-102, II FloorGovernorpet, Vijayawada-2
Date: 23.06.2020
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
3
NOTICE
NOTES:
01 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEADOF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER. THEPROXY FORMS, IN ORDER TO BE EFFECTIVE, SHALL BE LODGEDWITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THEMEETING.
02 The Register of Members and Share Transfer Books of the Companywill remain closed from Monday the 20th day of July, 2020 to Thursdaythe 23rd day of July, 2020 (Both days inclusive).
03 Shareholders desiring any information as regards accounts arerequested to write to the Company seven days before the date of theMeeting so as to enable the Company to keep the information readyat the meeting.
04 As a measure of economy, copies of the Annual Report will not bedistributed at the Annual General Meeting. Members are requestedto bring their copies of the Annual Report to the Meeting.
05 Information in respect of M. Murali Krishna, Managing Directorseeking reappointment as required under the Secretarial Standardson General Meetings (SS-2) issued by ICSI is attached herewith.
06 As per SS-2, complete particulars of the venue of the Meeting throughroute map has been attached herewith the Notice.
PARTICULARS OF DIRECTORS RE-APPOINTED INPURSUANCE TO CLAUSE 49 OF THE LISTING
AGREEMENT
01 Sri M. Murali Krishna is the promoter director of the Company. He isa post graduate in commerce and has more than 3 decades ofexperience in Hire purchase finance. He is a Director of M/s SivaCredits Private Limited and M/s Muthavarapu Leasing PrivateLimited.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
4
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THECOMPANIES ACT, 2013
Item No: 3
Mr. M. Murali Krishna is a promoter-director of the Company and was lastappointed as the Chairman & Managing Director at the Board Meeting heldon 29.05.2020, which was later approved by the Members of the Company atthe 25th Annual General Meeting held on 23.07.2020 . He has completed histerm as Chairman & Managing Director on 31.05.2020.
Mr.M Murali Krishna is a post graduate in commerce and has to his creditmore than 30 years of experience in finance business. The Company iscurrently going through a tough period and at this crucial juncture, thecontinued services of Mr. Murali Krishna are considered essential forsuccessful turnaround by the Company. It is also essential for the Companyto have his continued services for its future growth.
The Board of Directors, at their Meeting held on 29.05.2020, have appointedMr. M Muralikrishna as the Chairman & Managing Director of the Company fora period of five years from 01.06.2020 to 31.05.2025.
In terms of the provisions of the Companies Act, 2013, consent of theshareholders is required for appointment of Mr. M. Murali Krishna as theChairman & Managing Director of the Company. The Board recommend theresolution as set out in item no. 3 for approval of the members as an ordinaryresolution.
Smt. M.V.N.S. Sushma is interested in the above resolution as spouse of SriM. Murali Krishna.
The copy of the Board Resolution and the appointment letter issued to Mr. MMuralikrishna as Chairman & Managing Director; and the Memorandum andArticles of Association of the Company will be available for inspection at theregistered office of the Company between 10.00 A.M. to 6.00 P.M. on all workingdays.
BY ORDER OF THE BOARDSWARNA SECURITIES LIMITED
(Sd/-)(M. MURALI KRISHNA)
Chairman & Managing Director
Regd.Office :27-1-102, II FloorGovernorpet, Vijayawada-2
Date: 23.06.2020
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
5
Information in respect of Director seeking re-appointment as requiredunder the Secretarial Standards on General Meetings issued by ICSI:-
Name of the Director M. Murali Krishna
Date of Appointment including 29.05.2020terms and conditions ofappointment
Date of first appointment 29.05.2020on the Board
Date of Birth 10.06.1958
Directorships in other 1. Siva Credits (P) Ltd.,Companies 2. Muthavarapu Leasing (P) Ltd.,
3. Kandhari Hotels (P) Ltd.,4. Swarna Spinning Mills Pvt. Ltd.,5. M.V.R. Estates (P) Ltd.,6. MVR Hotels & Estates (P) Ltd.,7. MMK Farms (P) Ltd.,8. Kakatiya Organic Farms & Resorts Pvt. Ltd.,9. FortuneMuraliPark Hotels Pvt.,Ltd.,10. Amaravati Kosta Marina & Club (P) Ltd.,.
Details of Remuneration N.A.sought to be paid and theremuneration last drawn bysuch Person
Shareholding in the Company 718750as on 31.03.2020
Relationship between SpouseDirectors inter-est
Number of Meetings of theBoard attended during the year 07
ROUTE MAP
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
6
DIRECTORS’ REPORTYour Directors take pleasure in presenting their 30th Annual Report and theAudited Financial Statements of the Company for the year ending 31st March,2020.
(Rupees in Lakhs)FINANCIAL RESULTS: Current Year Previous Year
Total Income 97.64 52.44Less: Expenditure 27.18 13.51
———— ————
Profit before depreciation 70.46 38.93Less: Depreciation 00.02 00.03
———— ————
Profit before tax 70.44 38.90Less/Add: Provision for Taxation 13.00 08.00
———— ————
Profit after tax 57.44 30.90Add: Surplus carried forward -87.50 -118.40
———— ————
Balance Carried to Balance Sheet -30.06 -87.50———— ————
DIVIDEND:Due to constraints of profit, the Board do not recommend any dividend for theyear 2019-20.
REVIEW OF OPERATIONS:With the surrender of the certificate of registration to the Reserve Bank ofIndia, the Company has stopped the business of non-banking financecompany. There has been no fresh issue of any loans during the year. TheCompany has only been collecting the outstanding dues from its borrowers.
PUBLIC DEPOSITS:The Company had neither accepted nor held any public deposits during theyear under review. In pursuance to Clause 5 (Part III) of the Non-BankingFinance Companies (Reserve Bank) Directions, 1998, your Directors wish tostate that as on 31st March, 2020 there are no depositors who have notclaimed or to whom the amount was not paid by the Company after the dateon which the deposits became due for repayment and as on date there areno deposits that are matured and remained unclaimed or deposits that areclaimed and remained unpaid.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
7
FUTURE PROSPECTS:
After coming out of the non-banking finance business as mentionedhereinabove, the Company is intending to venture in to real estate anddevelopment sector. Plans are afoot to diversify the activities of the companyin to other business sectors.
DIRECTORS:
The consent of the shareholders is also being sought for the re-appointmentof Sri M. Murali Krishna as Chairman and Managing Director of the Companywho has been re-appointed by the Board of Directors for a period of fiveyears.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Your Directors wish to confirm that:
(i) in the preparation of annual accounts for the year ended 31st March,2020, the applicable accounting standards read with requirements setout under Schedule III to the Act, have been followed and there are nomaterial departures from the same;
(ii) such accounting policies have been selected and applied consistentlyand judgments and estimates are made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at31st March, 2020 and of the profit of the company for the year ended onthat date;
(iii) proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the CompaniesAct, 2013 for safe guarding the assets of the Company and for preventingand detecting fraud and other irregularities;
(iv) accounts for the financial year ended on 31st March, 2020 are preparedon a going-concern basis.
(v) internal financial controls to be followed by the Company has been laiddown and such internal financial controls are adequate and are operatingeffectively; and
(vi) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate andoperating effectively.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
8
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with referenceto the financial statements. During the year, such controls were tested and noreportable material weakness in design or operation were observed.
CONSERVATION OF ENERGY:
Your Company not being a manufacturing company, there are no particularsto be given in respect of Conservation of Energy and Technology Absorptionas required under rule 8(3) of the Companies (Accounts) Rules, 2014.
STATUTORY AUDITORS:
Ms. V. Shilpa, Chartered Accountant, the Auditor of the Company, was appointedas such during the 27th Annual General Meeting of the Company to holdoffice till the conclusion of the 32nd Annual General Meeting, subject to theratification of the appointment at every annual general meeting. She hasconfirmed her eligibility to the effect that the appointment would be within thelimit prescribed under the Act and that she is not disqualified.
OBSERVATIONS OF AUDITORS:
The observations made in the audit report are self-explanatory as given in thenotes of accounts attached thereto and do not call for any further comments.The Auditor's Report does not contain any qualification, reservation or adverseremark.
SECRETARIAL AUDITOR:
The Board has appointed Sri K. Hemachand, Practising Company Secretary,to conduct the Secretarial Audit for the financial year 2019-20. The SecretarialAudit Report for the financial year ended 31st March, 2020 is annexed herewithas "Annexure - I".
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 isannexed herewith as "Annexure - II".
MEETINGS:
A calendar of meetings is prepared and circulated in advance to the Directors.During the year Seven Board Meetings and four Audit Committee Meetingswere convened and held; the details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act, 2013.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
9
LISTING:
The shares of the Company were listed in BSE Ltd., Mumbai and the listingfee has been paid upto financial year 2019-20.
CORPORATE GOVERNANCE:
A detailed report on Corporate Governance along with the certificate from theAuditors of the Company regarding compliance of Corporate Governance asstipulated under clause 49 of the listing agreement is attached to this report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiaries.
HUMAN RESOURCES:
There are no employees covered in terms of the provisions of section 197(12)of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 to furnish the particularsmentioned in Rule 5(1) thereof.
FOREIGN EXCHANGE INFLOW & OUTGO:
There has been no foreign exchange inflow or outgo in the current year.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation to theCompany's customers, Bankers, Financial Institutions and share holders fortheir continued support and faith in the Company. A word of appreciation isalso due to the employees of the Company for their hard work and commitment.
For and on behalf of the Board
Place: VIJAYAWADADate : 23.06.2020
(Sd/-)M. Murali Krishna
Chairman & Managing DirectorDIN: 01889812
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
10
Annexure - IForm NO. MR-3
SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED
31st MARCH, 2020
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 ofthe Companies (Appointment and Remuneration Personnel) Rules, 2014)
To,
The Members,SWARNA SECURITIES LIMITED
We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices bySWARNA SECURITIES LIMITED (hereinafter called the 'Company'). SecretarialAudit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.
Based on my verification of the Company's books, papers, minute books,forms and returns filed and other records maintained by the Company andalso the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, I herebyreport that in my opinion, the company has, during the audit period coveringthe financial year ended on March 31, 2020, complied with the statutoryprovisions listed here under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the mannerand subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filedand other records maintained by the Company for the financial year ended onMarch 31, 2020, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the Rules made there under:
ii. The Securities Contract (Regulation) Act, 1956('SCRA') and the Rulesmade there under:
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framedthere under,
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
11
iv. Foreign Exchange Management Act, 1999 and the rules and regulationsmade there under to the extent of Foreign Direct Investment, OverseasDirect Investment.
The following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act, 1992 ('SEBI Act')
a) The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;
c) The Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations, 2014;
d) The Securities and Exchange Board of India (Registrars to an Issue andShare Transfer Agents) Regulations, 1993 regarding the Companies Actand dealing with client;
e) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015;
f) Securities and Exchange Board of India (Buy-back of Securities)Regulations, 2018.;
g) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2018;
h) The Securities and Exchange Board of India (Share Based on EmployeeBenefits) Regulations, 2014; (Not applicable to the Company during theperiod of audit);
i) The Securities and Exchange Board of India (Issue and listing of DebtSecurities) Regulations, 2008; (Not applicable to the Company duringthe period of audit);
j) The Securities and Exchange Board of India (Registrars to an Issue andShare Transfer Agents) Regulations, 1993; regarding the Company Actand dealing with client;
k) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009; (Not applicable to the Company during the period ofaudit); and
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
12
l) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 2018; (Not applicable to the Company during the period ofaudit).
m) SEBI (Issue and Listing of Non-convertible redeemable preferentialshares) Regulation, 2013; (Not applicable to the Company during theperiod of audit).
v. Other laws specifically applicable to the company as per therepresentations made by the management. We have also examinedcompliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries ofIndia was applicable and compiled.
ii. The Listing Agreements entered into by the Company with BSE Limited.
iii. The Company has given all publications as required relating to BoardMeetings, Annual General Meetings and unaudited financial results.
iv. Section 203 of the Companies Act, 2013 is complied. The company hadmade its entire good attempt to appoint a company secretary andcompiled.
v. The website of the Company is updated as per the requirements.
vi. The company has appointed the internal auditor and met the compliance.
During the period under review the company has complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balanceof Executive Directors, Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with theprovisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings,agenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
13
Decisions at the Board Meetings are carried out unanimously as recorded inthe Minutes.
We further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws, rules, regulations andguidelines. We further report that the shares of the company listed with BSELimited. The report is to be read with our letter of even date which is annexedas Annexure A and forms an integral part of this report.
Place : VIJAYAWADA CS KODE HEMACHANDDate : 23/06/2020 Company Secretary
(Sd/-)Mem. No. 35463CP No. 13416
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
14
ANNEXURE ‘A’
To,
The Members,SWARNA SECURITIES LIMITED
Our report of even Date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the managementof the company. Our responsibility is to express an opinion on thesesecretarial records based on our audit on SWARNA SECURITIES LIMITEDAnnual Report 2019-20.
2. We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. We believe that theprocesses and practices, we followed, provide a reasonable basis forour opinion.
3. We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management Representationabout the compliance of laws, rules and regulations and happening ofevents etc.
5. The compliance of the provisions of Corporate and other applicable laws,rules, regulations, standards, is the responsibility of management. Ourexamination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the furtherviability of the company nor of the efficacy or effectiveness and with whichthe management has conducted the affairs of the Company.
Place : VIJAYAWADA CS KODE HEMACHANDDate : 23/06/2020 Company Secretary
(Sd/-)Mem. No. 35463CP No. 13416
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
15
Annexure - IIFORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2020Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of
the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1. CIN L52520AP1990PLC011031
2. Registration Date 19.02.1990
3. Name of the Company Swarna Securities Limited
4. Category/Sub-category Public Limited Companyof the Company
5. Address of the II Floor, Swarnalok ComplexRegistered office Governorpet& contact details VIJAYAWADA – 520 002
6. Whether listed company Yes
7. Name, Address & contact Aarthi Consultants (P) Limiteddetails of the Registrar & Regd. Office :1-2-285Transfer Agent, if any. Domalguda, HYDERABAD-500 029
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnoverof the company shall be stated)
S. Name and Description of NIC Code of % to total turnover of theNo. main products / services the Product/ company
service
1 Rent from Immovable Property 681 97.09%
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
16
III.
SH
AR
E H
OL
DIN
G P
AT
TE
RN
(E
qu
ity
Sh
are
Cap
ital
Bre
aku
p a
s p
erce
nta
ge
of
To
tal
Eq
uit
y) C
ateg
ory
-wis
e S
har
e H
old
ing
C
ateg
ory
of
No
. o
f S
har
es h
eld
at
the
beg
inn
ing
of
the
No
. o
f S
har
es h
eld
at
the
end
of
the
year
% c
han
ge
Sh
areh
old
ers
year
(as
on
31/
03/2
019)
(as
on
31/
03/2
020)
du
rin
gth
e ye
ar
D
emat
Ph
ysic
alT
ota
l%
oft
ota
lD
emat
Ph
ysic
alT
ota
l%
oft
ota
lsh
ares
shar
es
A.
Pro
mo
ters
(1)
Ind
ian
a) In
divi
dual
/ HU
F1
91
06
57
--1
91
06
57
63
.69
%1
91
06
57
--1
91
06
57
63
.69
%--
b) C
entr
al G
ovt
c) S
tate
Gov
t(s)
d) B
odie
s C
orp.
e) B
anks
/ F
I
f) A
ny o
ther
Tota
l sh
areh
oldi
ng
of
Pro
mo
ter
(A)
19
10
65
7--
19
10
65
76
6.6
9%
19
10
65
7--
19
10
65
76
3.6
9%
--
B.
Pu
blic
Sh
areh
old
ing
1. I
nstit
utio
ns
a) M
utua
l Fun
ds
b) B
anks
/ F
I2
50
00
0--
25
00
00
8.33
%2
50
00
0--
25
00
00
8.33
%--
-
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
17
c) C
entr
al G
ovt
d) S
tate
Gov
t(s)
e) V
entu
re
Cap
ital F
unds
---
2000
2000
0.07
%--
-20
0020
000.
07%
---
f) I
nsur
ance
Com
pani
es
g) F
IIs
h) F
orei
gn
Ve
ntu
re
Cap
ital F
unds
i) O
ther
s (s
peci
fy)
Su
b-t
ota
l (B
)(1)
:2
50
00
020
002
52
00
08.
40%
25
00
00
2000
25
20
00
8.40
%--
-
2. N
on-I
nstit
utio
ns
a) B
odie
s C
orp.
i) In
dian
1612
554
100
7027
52.
34%
1612
554
100
7022
52.
34%
-
--
ii) O
vers
eas
b) I
ndiv
idua
ls
i) In
divi
dual
shar
ehol
ders
hol
ding
nom
inal
sha
re c
apita
l
upto
Rs.
2 la
khs
8893
92
67
60
03
56
33
911
.88
%88
855
26
76
00
35
64
55
11.8
8%
--
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
18
ii) In
divi
dual
shar
ehol
ders
hol
ding
nom
inal
sha
re c
apita
l
in e
xces
s of
Rs
2 la
khs
27
93
29
02
79
32
90
9.3
2%
27
94
13
02
79
41
30
9.3
2%
--
c) O
the
rs (
spe
cify
)
Non
Res
iden
t Ind
ians
--1
30
25
01
30
25
04.
34%
--1
30
25
01
30
25
04.
34%
---
Ove
rsea
s C
orpo
rate
Bod
ies
For
eign
Nat
iona
ls
Cle
arin
g M
embe
rs10
000
1000
0.03
%10
000
1000
0.03
%--
-
Tru
sts
For
eign
Bod
ies
- D
R
Su
b-t
ota
l (B
)(2)
:3
85
39
34
51
95
08
37
34
32
7.9
1%
38
53
93
45
19
50
83
73
43
27
.91
%--
Tota
l Pub
lic
Sha
reho
ldin
g
(B)=
(B)(
1)+
(B
)(2
)6
35
39
34
53
95
01
08
93
43
36
.31
%6
35
39
34
53
95
01
08
93
43
36
.31
%--
C.
Sh
ares
hel
d b
y
Cu
sto
dia
n f
or
GD
Rs
& A
DR
s
Gra
nd
To
tal
(A+
B+
C)
25
46
05
04
53
95
03
00
00
00
10
0%
25
46
05
04
53
95
03
00
00
00
10
0%
--
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
19
B)
Sh
areh
old
ing
of
Pro
mo
ter-
S.
Sha
reho
lder
'sS
hare
hold
ing
at t
he b
egin
ning
Sha
reho
ldin
g at
the
end
% c
hang
e in
No.
Nam
eof
the
yea
rof
the
yea
rsh
areh
oldi
ng
durin
g th
e ye
ar
No.
of
% o
f to
tal
% o
f sh
ares
No.
of
% o
f to
tal
%o
f sh
are
s
Sh
are
ssh
ares
of
the
pled
ged
/S
ha
res
sha
res
of
pled
ged
/
com
pa
ny
encu
mbe
red
toth
een
cum
bere
d
tota
l sh
ares
com
pa
ny
to t
otal
sha
res
1M
. Mur
ali K
rishn
a7
18
75
02
3.9
6%
--7
18
75
02
3.9
6%
----
2M
.V.N
.S.
Sus
hma
23
74
00
7.91
%--
23
74
00
7.91
%--
--
3S
iva
Cre
dits
(P
) Lt
d.4
82
65
71
6.0
9%
--4
82
65
71
6.0
9%
----
4P.
Kas
turi
34
82
00
11.6
1%
--3
48
20
011
.61
%--
-
-
5G
.V.
Cha
ndra
Rao
12
36
50
4.12
%--
12
36
50
4.12
%--
--
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
20
C)
Ch
ang
e in
Pro
mo
ters
' S
har
eho
ldin
g (
ple
ase
spec
ify,
if
ther
e is
no
ch
ang
e)
S.
Nam
e of
the
Sha
reho
lder
Sha
reho
ldin
g at
the
Incr
ea
se/
Incr
ea
se/
Cum
ulat
ive
No.
beg
inni
ng o
f th
e ye
ar D
ecre
ase
De
cre
ase
Sha
reho
ldin
g du
ring
Sh
are
sS
ha
res
the
year
%a
ge
No.
Of
% o
f to
tal
No.
of
% o
f to
tal
Sh
are
ssh
are
s o
fsh
are
ssh
are
s o
f
the
com
pany
the
com
pany
At
the
begi
nnin
g of
the
yea
r
---
NIL
---
At
the
end
of t
he y
ear
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
21
D)
Sh
areh
old
ing
Pat
tern
of
top
ten
Sh
areh
old
ers:
(O
ther
th
an D
irec
tors
, P
rom
ote
rs a
nd
Ho
lder
s o
f G
DR
s an
d A
DR
s):
S.N
o.F
or E
ach
of t
he T
op 1
0S
hare
hold
ing
at t
heC
umul
ativ
e
Sha
reho
lder
sbe
ginn
ing
Sha
reho
ldin
g du
ring
of t
he y
ear
the
year
No.
of
% o
f to
tal
No.
of
% o
f to
tal
sha
res
shar
es o
f th
esh
are
ssh
ares
of
the
com
pa
ny
com
pa
ny
At
the
begi
nnin
g of
the
yea
r
Dat
e w
ise
Incr
ease
/ D
ecre
ase
in
Sha
reho
ldin
g du
ring
the
year
spe
cify
ing
As
pe
r
the
reas
ons
for
incr
ease
/de
crea
se (
e.g.
Sch
edul
e -I
allo
tmen
t /
tran
sfer
/ b
onus
/ sw
eat
equi
ty e
tc)
:
At
the
end
of t
he y
ear/
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
22
E)
Sh
areh
old
ing
of
Dir
ecto
rs a
nd
Key
Man
ager
ial
Per
son
nel
:
S.
Sha
reho
ldin
g of
eac
h D
irect
ors
Sha
reho
ldin
g at
the
Incr
ea
se/
Incr
ea
se/
Cum
ulat
ive
No.
beg
inni
ng o
f th
e ye
ar D
ecre
ase
De
cre
ase
Sha
reho
ldin
g du
ring
Sh
are
sS
ha
res
the
year
%a
ge
No.
Of
% o
f to
tal
No.
of
% o
f to
tal
Sh
are
ssh
are
s o
fsh
are
ssh
are
s o
f
the
com
pany
the
com
pany
1.M
Mur
alik
rishn
a
At
the
begi
nnin
g of
the
yea
r7
18
75
02
3.9
6%
At
the
end
of t
he y
ear
71
87
50
23
.96
%
2.M
.V.N
.S.
Sus
hma
At
the
begi
nnin
g of
the
yea
r2
37
40
0
7.91
%
At
the
end
of t
he y
ear
23
74
00
7.
91%
3.K
. S
ridha
r
At
the
begi
nnin
g of
the
yea
r10
0
0%
At
the
end
of t
he y
ear
100
0%
4.S
.V.E
.Ch.
Vid
ya S
agar
At
the
begi
nnin
g of
the
yea
r10
00
%
At
the
end
of t
he y
ear
100
0%
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
23
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
24
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
25
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
25
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
26
C. R
EM
UN
ER
AT
ION
TO
KE
Y M
AN
AG
ER
IAL
PE
RS
ON
NE
L O
TH
ER
TH
AN
MD
/MA
NA
GE
R/W
TD
S.N
o.P
artic
ular
s of
Rem
uner
atio
nK
ey M
anag
eria
l P
erso
nnel
CEO
CS
CFO
Tota
l
1G
ross
sa
lary
(a)
Sal
ary
as p
er p
rovi
sion
s co
ntai
ned
in--
12
50
00
--1
25
00
0
sect
ion
17(1
) of
the
Inc
ome-
tax
Act
, 19
61
(b)
Val
ue o
f pe
rqui
site
s u/
s 17
(2)
Inco
me-
tax
Act
, 19
61
(c)
Pro
fits
in l
ieu
of s
alar
y un
der
sect
ion
17(3
)
Inco
me-
tax
Act
, 19
61
2S
tock
Opt
ion
3S
wea
t E
quity
4C
omm
issi
on
- a
s %
of
prof
it
oth
ers
, sp
eci
fy…
5O
ther
s, p
leas
e sp
ecify
Tota
l -
-1
25
00
0--
12
50
00
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
27
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
28
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
29
REPORT ON CORPORATE GOVERNANCE
I. Your Company has been practicing the principles of good corporategovernance and lays a strong emphasis on transparency, accountabilityand integrity. All the matters of strategy, significant developments etc., areroutinely placed before the Board. The Audit, Share Transfer and InvestorGrievance Committees meet regularly to consider the aspects relevant toeach committee.
II. BOARD OF DIRECTORS
a) Composition and Category of Directors as on 31st March, 2020
Category No of Directors
Promoter Directors 1Executive Directors 1Non-Executive, Independent Directors 3
Total 5
b) Attendance of each Director at the Board Meetings and the last AGM
Director No. of Board No of Board Last AGMMeetings Meetings Attendance
held Attendance (Yes/No)
Sri M. Murali Krishna 07 07 YesSmt. M.V.N.S. Sushma 07 07 YesSri Pradeep Kumar 07 07 YesSri K. Sridhar 07 07 YesSri V.E.Ch. Vidya Sagar 07 07 YesSri M. Anil Kumar 07 01 NACompliance Officer & Company Secretary
c) Number of Other Directorships or Board Committees he/she is a memberor chairperson of
Name of Director Number of No of Member WhetherDirectorships ships in Board Member
Committees orOther than SSL Chairman
Sri M. Murali Krishna 10 1 ChairmanSri M.V.N.S.Sushma 07 - -Sri Pradeep Kumar 0 - -Sri K Sridhar 0 - -Sri V.E.Ch. Vidya Sagar 0 - -
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
30
d) Number of Board Meetings held and dates on which held:
Seven Board Meetings were held during the financial year from 01.04.2019to 31.03.2020. The dates on which the meetings were held are as follows:
10.04.2019, 26.04.2019, 25.05.2019, 27.06.2019, 29.07.2019, 30.10.2019and 29.01.2020.
III. AUDIT COMMITTEE
a) Terms of Reference:
The responsibilities of the Audit Committee include the overseeing of thefinancial reporting process to ensure a proper disclosure of the financialstatements; recommending appointment/removal of the external auditorsand fixing their remuneration; reviewing the quarterly, half yearly and annualfinancial results before submission to the Board; reviewing the adequacyof internal control systems; structure and staffing of the internal auditfunction, reviewing findings of the internal investigations and to makerecommendations to the Board on any matter relating to the financialmanagement of the Company including the Audit Report.
b) Composition
The Audit Committee consists of the following non-executive Directors
1. Sri Pradeep Kumar Chairman2. Sri K Sridhar Member3. Sri V.E.Ch. Vidya Sagar Member
c) Meetings and Attendance of the Audit Committee during the year
A total of 4 meetings were held during the financial year from 01.04.2019to 31.03.2020 on 25.05.2019, 29.07.2019, 30.10.2019 and 29.01.2020.
All the Members and the Chairman attended all the meetings.
IV. SHAREHOLDERS COMMITTEE
The Board has constituted the Share Holders Committee which looksinto shareholders and investors grievances. The Following are themembers of the Committee.
Sri Pradeep Kumar ChairmanSri K Sridhar MemberSri V.E.Ch. Vidya Sagar Member
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
31
During the year 2019-20, 700 shares were transferred and as at 31st March,2020 there are No Equity shares pending for transfer.
There are no complaints received during the year under review and as on31st March, 2020 there are no complaints that are pending. Since the companyhas an in-house secretarial department in addition to the common agencyfor transfers, the shareholders grievances, if any are promptly attended to.
Name of the Compliance Officer : M. Anil Kumar
V. GENERAL BODY MEETINGS:
The Location and Time of the Annual General Meetings held during the last 3years are as follows:
AGM Date Time Venue No ofSpecial Resolutions
27th 26.06.2017 10.00 A.M D.No.54-15-3, Ring Road, NilVijayawada
28th 25.06.2018 10.00 A.M D.No.54-15-3, Ring Road, NilVijayawada
29th 27.06.2019 10.00 A.M D.No.54-15-3, Ring Road, NilVijayawada
For the year ended 31st march, 2020 there have been no ordinary or specialresolutions passed by the Company's shareholders through postal ballot.
VI. DISCLOSURES:
a) There are no non-compliances by the Company, penalties stricturesimposed on the Company by Stock Exchange or SEBI or any statutoryauthority, on any matter related to capital markets, during the last threeyears except certain penalties related to SOP for non appointment of WholeTime Company Secretary.
b) No personnel has been denied direct access to the Audit Committee.
c) All the mandatory requirements with respect to Corporate Governance(Clause 49 of listing agreement) are complied with.
VII. MEANS OF COMMUNICATION:
The unaudited quarterly and annual financial results are sent to all thestock exchanges where the shares of the Company are listed. The resultsare also published in newspapers.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
32
VIII. MANAGEMENT DISCUSSION AND ANALYSIS:
a) INDUSTRY STRUCTURE AND DEVELOPMENT:
With the surrender of the certificate of registration to the ReserveBank of India, the Company has stopped the business of non-bankingfinance company. There has been no fresh issue of any loans duringthe year. The Company has only been collecting the outstandingdues from its borrowers.
b) OPPORTUNITIES AND THREATS:
The Company is prospecting entry into the real estate sector.
c) SEGMENT WISE PERFORMANCE:
The Company as of now is not into non-banking finance businessand has only been liquidating its financial assets by collecting itsdues - the performance of which was discussed earlier in the report.
d) RISKS AND CONCERNS:
Risk of delayed receipt of installments:
In case of delayed receipts of installment amounts of the hirepurchase finance given, the funds of the Company get blockedresulting in high non-performing assets.
To mitigate this risk, the Company is trying to put pressure on thedelayed payers for payment of installments and in inevitable caseslegal action is also being initiated.
Risk of insolvency of the borrowers:
Where the borrower becomes insolvent, and is unable to clear theloan, the same becomes a bad debt and the total loan amount andthe interest accrued thereon becomes a charge on the incomegenerated by other good transactions.
To mitigate this risk, the company follows a very conservative policyof lending.
e) INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control andmanagement with respect to disbursement of loans and follow-upaction for collection of installments.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
33
f) HUMAN RESOURCES:
There are no significant developments in this front during the yearunder review.
IX. GENERAL SHAREHOLDERS’ INFORMATION:
i) AGM Date, Time and Venue : 23rd July, 2020 at 10.00 A.M.D.No. 54-15-3, Ring RoadVIJAYAWADA – 8.
ii) Financial Year : 2019-20
iii) Date of Book Closure : 20th July, 2020 to 23rd July, 2020(Both days inclusive)
iv) Dividend Payment Date : Not Applicable
v) Listing on Stock Exchanges : BSE Limited
vi) Stock Code : SWRNASE
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
34
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
35
AUDITOR’S REPORT ON CORPORATE GOVERNANCE
ToThe MembersSWARNA SECURITIES LIMITED.
I have examined the compliance of conditions of Corporate Governance by M/s Swarna Securities Limited for the year ended 31st March, 2020 as stipulatedin Clause 49 of the Listing Agreement of the said Company with the BombayStock Exchange.
The compliance of conditions of Corporate Governance is the responsibilityof the Management. My examination has been limited to a review of theprocedures and implementations thereof adopted by the Company forensuring compliance with the conditions of the Corporate Governance asstipulated in the said Clause. It is neither an audit nor an expression ofopinion on the financial statements of the Company.
In my opinion and to the best of my information and according to theexplanations given to me and based on the representations made by theDirectors and the Management, I certify that the Company has complied withthe conditions of Corporate Governance as stipulated in Clause 49 of theabove mentioned Listing Agreement.
As required by the Guidance Note issued by the Institute of CharteredAccountants of India I have to state that no investor grievances were pendingfor a period of one month against the Company as per records maintained bythe Shareholders / Investor's Grievances Committee.
I further state that such compliance is neither an assurance as to the futureviability of the Company nor of the efficiency or effectiveness with which theManagement has conducted the affairs of the Company.
PLACE: VijayawadaDATE : 23/06/2020
(Sd/-)(V.SHILPA)
Chartered AccountantM.No.225109
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
36
INDEPENDENT AUDITOR’S REPORT
To the Members ofSWARNA SECURITIES LIMITED.
Report on the Financial StatementsI have audited the accompanying financial statements of M/s SwarnaSecurities Limited ("the Company"), which comprise the Balance Sheet as at31st March, 2020, the Statement of Profit and Loss, the Cash Flow Statementfor the year then ended, and a summary of the significant accounting policiesand other explanatory information.
Management's Responsibility for the StatementsThe Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act, 2013 ("the Act") with respect to thepreparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
Auditor's ResponsibilityMy responsibility is to express an opinion on these financial statementsbased on my audit.
I have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.
I conducted my audit in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that I comply withethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from materialmisstatement.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
37
An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The proceduresselected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the financial statements, whether due tofraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors, as well asevaluating the overall presentation of the financial statements.
I believe that the audit evidence I have obtained is sufficient and appropriateto provide a basis for my audit opinion on the standalone financial statements.
OpinionIn my opinion and to the best of my information and according to theexplanations given to me, the aforesaid financial statements give theinformation required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at 31st March, 2020, and itsprofit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor's Report) Order, 2016 ("the Order"),issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act, 2013, I give in Annexure-A a statement onthe matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.
As required by Section 143(3) of the Act, I report that:
(a) I have sought and obtained all the information and explanations whichto the best of my knowledge and belief were necessary for the purposesof my audit.
(b) In my opinion, proper books of account as required by law have beenkept by the Company so far as it appears from my examination of thosebooks.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash FlowStatement dealt with by this Report are in agreement with the books ofaccount.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
38
(d) In my opinion, the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directorsas on 31st March, 2020 taken on record by the Board of Directors, noneof the directors is disqualified as on 31st March, 2020 from beingappointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of suchcontrols, refer to my separate report in Annexure-B; and
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in my opinion and to the best of my information and according tothe explanations given to me:
i. the Company does not have any pending litigations which wouldimpact its financial position.
ii. the Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.
iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.
PLACE: VijayawadaDATE : 23/06/2020
(Sd/-)(V.SHILPA)
Chartered AccountantM.No.225109
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
39
ANNEXURE-A: Statement on the matters specified in paragraphs 3 & 4of the Companies (Auditor’s Report) Order, 2016
i) (a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixed assets.
(b) According to the information and explanations given to me and asper the records of the Company examined by me the managementhas physically verified the fixed assets and no materialdiscrepancies have been noticed on such verification.
(c) As per the records of the Company examined by me the title deedsto all the immovable properties belonging to the Company are heldin the name of the Company itself.
ii) The business of the Company does not involve holding any inventories.Hence, the clause is not applicable.
iii) The Company has not granted any loans or advances to any of theparties covered in the register maintained under section 189 of theCompanies Act, 2013. Hence, the clause is not applicable.
iv) In my opinion and according to the information and explanations givento me, the Company has complied with the provisions of section 185and 186 of the Companies Act, 2013 with respect to grant of loans,making investments and providing guarantees and securities, whereverapplicable.
v) According to the information and explanations given to me and as perthe records of the Company examined by me the Company has notaccepted any deposits from the public.
vi) The Central Government has not prescribed the maintenance of anycost records in respect to the activities of the Company.
vii) (a) According to the information and explanations given to me and asper the records of the Company examined by me, the Company hasbeen regular in depositing the applicable statutory dues with theappropriate authorities. There are no undisputed amounts of anystatutory dues outstanding as at the Balance Sheet date, for a periodof more than six months from the date they became payable.
(b) According to the information and explanations given to me and asper the records of the Company examined by me there are nodisputed amounts of Income Tax, Sales Tax, Customs Duty, ExciseDuty or VAT payable.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
40
viii) According to the information and explanations given to me and as perrecords of the Company examined by me, the Company has not defaultedin repayment of any loans or borrowings to financial institutions, banksor Government or dues to debentures holders.
ix) According to the information and explanations given to me and as perthe records of the Company examined by me, the Company has notraised any moneys by way of any public offer, nor availed any term loansduring the year. Hence, the clause is not applicable.
x) No fraud on or by the Company has been noticed or reported during theyear under audit.
xi) According to the information and explanations given to me and as perthe records of the Company examined by me, no managerialremuneration has been paid or provided by the Company during theyear.
xii) According to the information and explanations given to me and basedon my examination of the records of the Company, the transactions withthe related parties are in compliance with sections 177 and 188 of theAct, where applicable; and the details of such transactions have beendisclosed in the financial statements as required by the applicableaccounting standards.
xiii) According to the information and explanations given to me and as perthe records of the Company examined by me, the Company has notmade any allotment of shares or debentures during the year.
xiv) According to the information and explanations given to me and as perthe records of the Company examined by me, the Company has notentered into any non-cash transactions with any Directors or personsconnected with them.
xv) The Company was in to non-banking finance business and as suchwas registered under the provisions of section 45-IA of the ReserveBank of India Act, 1934. However, the Board of Directors in their meetingheld on 15/10/2015 has decided to come out of NBFC business andaccordingly surrendered the certificate of registration to the ReserveBank of India for cancellation. The Reserve Bank of India has duly passedan order dated 21/03/2016 cancelling the certificate. The Company hasthus stopped the business of an NBFI since 15/10/2015.
(Sd/-)PLACE: Vijayawada (V. SHILPA)DATE : 23/06/2020 Chartered Accountant
M.No.225109
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
41
ANNEXURE-B: Report on the Internal Financial Controls under clause (i) ofsub-section 3 of Section 143 of the Companies Act, 2013
I have audited the internal financial controls over financial reporting of M/sSwarna Securities Limited ("the Company") as of 31st March, 2020 inconjunction with my audit of the financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of CharteredAccountants of India ('ICAI'). These responsibilities include the design,implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of itsbusiness, including adherence to company's policies, the safeguarding ofits assets, the prevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.
Auditors' ResponsibilityMy responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on my audit. I conducted my audit inaccordance with the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting (the "Guidance Note") and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act, 2013, to the extent applicable to an audit of internal financialcontrols, both applicable to an audit of Internal Financial Controls and, bothissued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that I comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all materialrespects.
My audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reportingand their operating effectiveness. My audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financialcontrols over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected dependon the auditor's judgment, including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements, whether due tofraud or error.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
42
I believe that the audit evidence I have obtained is sufficient and appropriateto provide a basis for my audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company'sinternal financial control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorisedacquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financialreporting, including the possibility of collusion or improper managementoverride of controls, material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
OpinionIn our opinion, the Company has, in all material respects, an adequate internalfinancial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March2020, based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.
(Sd/-)PLACE: Vijayawada (V.SHILPA)DATE : 23/06/2020 Chartered Accountant
M.No.225109
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
43
BALANCE SHEET AS AT 31st March, 2020
PARTICULARS Note No. As at As at31/03/2020 31/03/2019
ASSETSNon-current assets
Property, Plant and Equipment 1 10766 13195lnvestment Property 2 28282504 19243069Deferred tax assets (net) 3 64940 64940Other non-current assets 4 4279993 2079993
Current assetsFinancial AssetsInvestments 5 609746 609746Cash and cash equivalents 6 839107 4001092Loans 7 958000 1058000Other current assets 8 237600 0
Total Assets 35282656 27070035
EQUITY AND LIABILITIESEquity
Equity Share capital 9 30000000 30000000Other Equity 10 -9612 -5753955Total Equity 29990388 24246045
LiabilitiesNon-current liabilities
Financial LiabilitiesProvisions 11 0 102500Other non-current liabilities 12 5044530 2498472
Current liabilitiesOther current liabilities 13 247738 223018Total Liabilities 5292268 2823990
Total Equity and Liabilities 35282656 27070035
As per my report of even date For and on behalf of the Board
(Sd/-)(V. SHILPA) (Sd) M.MURALIKRISHNA
Chartered Accountant Managing Director M.No.225109 DIN: 01889812
(Sd) M.V.N.S.SUSHMADirector
DIN: 01890545Vijayawada,23rd June, 2020
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
44
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2020
PARTICULARS Note 2019-20 2018-19No.
IncomeRevenue From operations 14 144898 0Other Income 15 9619166 5244284
Total Income 9764064 5244284
ExpensesEmployee benefits expense 16 589000 216000Finance costs 0 0Depreciation andamortization expenses 1 2429 3076Other expenses 17 2128292 1134808
Total expenses 2719721 1353884
Profit/(loss) before tax 7044343 3890400Tax expense:Current tax - current year 1300000 800000 - previous years 0 0Deferred tax 0 0Profit/(loss) for the year 5744343 3090400Earning per Equity share offace value of Rs.10/-Basic 1.91 1.03Diluted 1.91 1.03
As per my report of even date For and on behalf of the Board
(Sd/-)(V. SHILPA) (Sd) M.MURALIKRISHNA
Chartered Accountant Managing Director M.No.225109 DIN: 01889812
(Sd) M.V.N.S.SUSHMADirector
Vijayawada, DIN: 0189054523rd June, 2020
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
45
ST
AT
EM
EN
T O
F C
HA
NG
ES
IN
EQ
UIT
Y
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
46
CASH FLOW STATEMENT FOR THE YEAR ENDED31st MARCH, 2020
Amount in Rs.
P A R T I C U L A R S 31.03.2020 31.03.2019
I. CASH FLOW FROM OPERATING ACTIVITIES:Net Profit before tax 7044343 3890400Add/Less: Adjustments forProvision/(Reversal) for NPAs (102500) (113750)Depreciation 2429 3076
Operating profit before working capital changes 6944272 3779726
Add/Less: Adjustments for working capitalIncrease/Decrease in Loans 100000 113750Increase/Decrease in Other Current Assets (237600) 45725Increase/Decrease in Current Liabilities 95562 (98984)
Cash generated from operations 6902234 3840217
Less: Direct taxes paid 1370842 706792
Net cash used in operating activities 5531392 3133425
II. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Property, Plant &equipments and Intangible assets (9039435) (2853625)Disposal of Property, Plant &equipments and Intangible assets 0 0Increase/Decrease in Other non-current assets (2200000) 1850000Increase/Decrease in Other non-current liabilities 2546058 0
Net cash used in Investing activities (8693377) (1003625)
III. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from issue of Share Capital 0 0Share Application Received 0 0Proceeds from Long-term borrowings 0 0
Net cash from financing activities 0 0Net increase / decrease in cash and cash equivalents (3161985 2129800
Cash and cash equivalents at the beginning of the period 4001092 1871292
Cash and cash equivalents at the end of the period 839107 4001092
Net increase / decrease in cash and cash equivalents (3161985) 2129800
As per my report of even date For and on behalf of the Board(Sd/-) (V. SHILPA) (Sd) M.MURALIKRISHNA
Chartered Accountant Managing Director M.No.225109 DIN: 01889812
Vijayawada, (Sd) M.V.N.S.SUSHMA23rd June, 2020 Director
DIN: 01890545
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
47
NOTES TO FINANCIAL STATEMENTSA. SIGNIFICANT ACCOUNTING POLICIES
1) INCOME RECOGNITION:a) The Company recognises Hirepurchase Finance Charges, Interest
on Hypothecation Loans on equal spread method and interest onloans on accrual basis.
b) In pursuance to the Non-Banking Finance Companies PrudentialNorms (Reserve Bank) Directions, 1998, the income on Hire Purchase,Lease and other Loan Accounts which have been classified as Non-Performing Assets has been accounted for on realisation basis.
c) Additional Finance Charges and Dividends are accounted for as andwhen received. Dividend on Chit Subscription is accounted for on duebasis.
2) FIXED ASSETS:All the Fixed Assets including assets given on lease are stated in theBalance Sheet at cost less accumulated depreciation. Cost of acquisitionof fixed assets is inclusive of insurance, compensation charges, freight,duties, taxes and cost of installation as applicable.
3) DEPRECIATION:Depreciation is provided on Written Down Value Method based on theuseful life of the assets as prescribed in Schedule II to the CompaniesAct, 2013.
4) INVESTMENTS: Investments are stated at cost.
5) STOCK OF SHARES IN TRADE:Stocks of shares in trade, where quoted, are valued scrip-wise at cost ormarket value as per quotations available as on the Balance Sheet date,whichever is less. Unquoted equity shares are valued at cost or break-upvalue, whichever is lower. Where the balance sheet of the investedcompany is not available, such shares are valued at one rupee.
6) The Board of Directors in their meeting held on 15/10/2015 has decidedto come out of the NBFC business. Accordingly the certificate of registrationissued by the Reserve Bank of India under the provisions of section 45-IAof the Reserve Bank Act, 1934 has been surrendered for cancellation.The Reserve Bank has duly passed an order dated 21/03/2016 cancellingthe certificate of registration. Thus, the Company is no longer in to NBFCbusiness, but is merely collecting the outstanding dues.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
48
7) CONTINGENT LIABILITIES: There are no contingent liabilities.
8) The Balances on account of Lease, Hire Purchase, Other Debtors andSundry Creditors are subject to confirmation. There are no dues to anySSI as on 31.03.2020.
9) MANAGERIAL REMUNERATION: No Remuneration is paid to theManaging Director.
10)PROVISION FOR NON-PERFORMING ASSETS:In pursuance to the Non-Banking Financial Companies (Non-DepositAccepting or Holding) Prudential Norms (Reserve Bank) Directions, 2007provision for NPAs amounting to Rs.1.03 Lakhs reversed during the year2019-20..
11) The timing difference between taxable income and the income as per thebooks of accounts being insignificant, no deferred tax asset or liabilityhas been recognized for the year.
12)SEGMENT REPORTING:The Company has discontinued its non-banking finance business andhas been in receipt of rental income only, during the year. As such theCompany's activity falls within a single business and therefore there areno additional disclosures to be provided under Accounting Standard (AS-17) "Segment Reporting", other than those already provided in the financialstatements.
13) RELATED PARTY TRANSACTIONS:There are no transactions during the year with any of the related parties,to be disclosed in accordance with the Accounting Standard AS-18:"Related Party Disclosures" issued by the Institute of CharteredAccountants of India.
14) EARNING PER SHARE:In determining earnings - per share, the Company considers the netprofit after tax and includes the post tax effect of any extra-ordinary/exceptional item. The number of shares used in computing basic earningsper share is the weighted average number of shares outstanding duringthe period. The number of shares used in computing diluted earningsper share comprises the weighted average shares considered for derivingbasic earnings per share, and also the weighted average number ofequity shares that could have been issued on the conversion of all dilutivepotential equity shares.
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
49
15)There was no expenditure on employees who are in receipt ofremuneration covered in terms of the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 to furnish the particulars mentioned in Rule 5(1) thereof.
16)There was no consumption of imported raw materials, components orspare parts during the year.
17)There were no earnings or expenditure in foreign currency during theyear.
18)Previous Year's Figures are regrouped wherever necessary
19)Paises are rounded off to the nearest rupee.
Per my report of even date For and on behalf of the Board(Sd/-) (V. SHILPA) (Sd) M.MURALIKRISHNA
Chartered Accountant Managing Director M.No.225109 DIN: 01889812
(Sd) M.V.N.S.SUSHMADirector
DIN: 01890545Vijayawada,23rd June, 2020
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
50
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
51
NOTES TO FINANCIAL STATEMENTS
As at As at31/03/2020 31/03/2019
3. Deferred tax assetsBalance as per last account 64940 64940
--------------- ---------------64940 64940
--------------- ---------------4. Other non-current assetsTelephone Deposit 4000 4000Electricity Deposit 65993 65993Advance for land 4210000 2010000
--------------- ---------------4279993 2079993
--------------- ---------------
5. Investments - CurrentEquity Shares - Quoted 28446 28446Equity Shares - Unquoted 550000 550000Mutual Funds - Quoted 31300 31300
--------------- ---------------609746 609746
--------------- ---------------
6. Cash and cash equivalentsCash on hand 208292 114949Cash at banks 630815 3886142
--------------- ---------------839107 4001092
--------------- ---------------7. Loans - CurrentStandard 958000 958000Doubtful 0 100000
--------------- ---------------958000 1058000
--------------- ---------------
8. Other current assetsSundry debtors 237600 0
--------------- ---------------237600 0
--------------- ---------------
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
52
NOTES TO FINANCIAL STATEMENTS
As at As at31/03/2020 31/03/2019
9. Share CapitalAuthorised36,00,000 Equity Shares of Rs.10/- each 36000000 36000000
Issued, Subscribed & Paid-up30,00,000 Equity Shares of Rs.10/- each 30000000 30000000
(The Company has only one class of equity shares having a par value ofRs.10/- per share. Each shareholder is eligible for one vote per share. Thedividend proposed, if any, by the Board of Directors is subject to the approvalof the shareholders, except in case of interim dividend. In the event ofliquidation, the equity shareholders are eligible to receive the remainingassets of the Company, after distribution of all preferential amounts, inproportion of their shareholding)
Details of shareholders holding more than 5% of the aggregate shares inthe Company
As at As at31/03/2020 31/03/2019
Name of the shareholder No. of %age of No. of %age ofshares held holding shares held holding
M Muralikrishna 718750 23.96% 718750 23.96%Siva Credits (P) Ltd. 482657 16.09% 482657 16.09%APIDC Ltd. 250000 8.33% 250000 8.33%M V N S Sushma 237400 7.91% 237400 7.91%P Kasturi 348200 11.61% 348200 11.61%
10. Other Equitya. General ReserveBalance as per last account 805000 805000
b. Reserve Fund 2191000 2191000
c. SurplusOpening balance -8749955 -11840355 Add/(Less): Net profit/(loss) for the year 5744343 3090400
--------------- ---------------Closing balance -3005612 -8749955
--------------- ----------------9612 -5753955
--------------- ---------------
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
53
NOTES TO FINANCIAL STATEMENTS
As at As at31/03/2020 31/03/2019
11. Provisions - Non-currentProvision for Non-Performing Assets on:
- Standard Assets 0 2500- Other Loans 0 100000
--------------- ---------------0 102500
--------------- ---------------12. Other non-current liabilitiesRent deposit 5044530 2498472
--------------- ---------------5044530 2498472
--------------- ---------------13. Other current liabilitiesExpenses payable 89887 20000GST payable 98199 72524Provision for taxation 59652 130494
--------------- ---------------247738 223018
--------------- ---------------Provision for taxation (Net of Advance Tax) 130494 37286Add: Provision for the year 1300000 800000
--------------- ---------------1430494 837286
Less: Income tax paid during the year 1370842 706792--------------- ---------------
59652 130494--------------- ---------------
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
54
.
NOTES TO FINANCIAL STATEMENTS
As at As at31/03/2020 31/03/2019
14. Revenue from OperationsInterest Received 144898 0
--------------- ---------------144898 0
--------------- -------------15. Other IncomeDividends 138792 7340Rent received 9480374 5236944
--------------- ---------------9619166 5244284
--------------- ---------------16. Employee Benefit ExpensesSalaries 589000 216000
--------------- ---------------589000 216000
--------------- ---------------17. Other ExpensesEstablishment Expenses Fees, Licences & Taxes 1357402 717982 Postage and Telephones 1795 2744 Conveyance and Travelling 8800 24680 Printing and Stationery 8855 9764 Audit Fee - Statutory Audit 20000 20000 Bank Charges 1495 2137 Legal Charges 0 300 Advertisement 11907 11907 Miscellaneous Expenditure 8649 1560 Repairs & Maintenance 746638 428873 Insurance 65251 28611
--------------- ---------------2230792 1248558
Provisions & Write offsProvision/(Reversed) for NPAs -102500 -113750
--------------- ---------------2128292 1134808
--------------- ---------------
Note 1 to 17
As per my report of even date For and on behalf of the Board
(Sd/-) (V. SHILPA) (Sd) M.MURALIKRISHNAChartered Accountant Managing Director
M.No.225109 DIN: 01889812
Vijayawada, (Sd) M.V.N.S.SUSHMA23rd June, 2020 Director
DIN: 01890545
SWARNA SECURIT IES L IMITEDRegd. Office : II Floor, Swarnalok Complex, Vijayawada - 520 002
ATTENDANCE SLIP
NAME OF THE SHAREHOLDER* / FOLIO NO.OFPROXY* NO. SHARES HELD
I hereby record my presence at the 30th Annual General Meeting held atVijayawada, Andhra Pradesh on Thursday, the 23rd Day of July, 2020 at D.No.54-15-3, Srinagar Colony, Ring Road, Vijayawada -8 at 10.00 A.M.
SIGNATURE OF THE SHAREHOLDER / PROXY
* Strike out whichever is not applicable.NOTE : Please handover the slip at the entrance of the Meeting Venue.
SWARNA SECURIT IES L IMITEDRegd. Office : II Floor, Swarnalok Complex, Vijayawada - 520 002
PROXY FORM
I/We ........................................................................................................................... of........................................................ in the District of .................................... being aMember(s) of the above named Company hereby appoint ............................. of....................................................... or failing him .................................................. of...................................................... in the district of ................................. as my / ourproxy to attend and vote for me/us on my/our behalf at the 30th Annual GeneralMeeting of the Company to be held on Thursday, the 23rd Day of July, 2020 atD.No. 54-15-3, Srinagar Colony, Ring Road, Vijayawada -8 at 10.00 A.M.
Signed at ............................... this ............................ day of ......................... 2020.
Folio No.
Number of Shares held :
Signature : ................................. .................................
Note : 1. The Proxy need not be a member2. The form of proxy, duly signed across Re. 1/- Revenue Stamp should reach
the Company, not less than 48 hours before the time fixed for the meeting.
Affix Re.1Revenue
Stamp
SWARNA SECUTITIES LIMITED 30th ANNUAL REPORT
.......
PRINTED MATTER
BOOK - POST
IF UNDELIVERED PLEASE RETURN TO :
SWARNA SECURITIES LIMITED# 27-1-102, II FloorGovernorpetVIJAYAWADA - 520 002.Phone : 2575928
To
___________________________________
___________________________________
___________________________________
___________________________________