Swojas Energy Foods Director Report

The Directors have pleasure in presenting their 4^th Annual Report (after revival from Voluntary Winding up) on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

This is the first year of implementation of the Indian Accounting Standards (Ind AS). The standalone financial statements for the year ended 31^st March, 2018 have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended 31^st March, 2017 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

(Amounts in Rs.)

Particulars	2017-18	2016-17
Gross Income	25,51,324	29,34,198
Profit / (Loss) Before Interest and Depreciation	19,68,302	22,82,671
Gross Profit/(Loss)	19,68,302	22,82,671
Provision for Depreciation	--	--
Extraordinary Item	--	--
Net Profit/(Loss) Before Tax	19,68,302	22,82,671
Provision for Tax	5,19,585	7,05,345
Net Profit/(Loss) After Tax	14,48,717	15,77,326
Balance of Profit brought forward	--	--
Balance available for appropriation	--	--
Proposed Dividend on Equity Shares	--	--
Tax on proposed Dividend	--	--
Transfer to General Reserve	--	--
Surplus carried to Balance Sheet	14,48,717	15,77,326

2. COMPANY''S PERFORMANCE AFFAIR

Your Directors are positive about the Company''s future operations and are making best efforts to expand the business of the Company.

3. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. 14,48,717/-for financial year under review is transferred to reserves. The total reserves for the Financial Year 2017-18 is Rs. (27,72,17,392).

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2018 is Rs. 30,96,26,500/- comprising of 3,09,62,650 Equity Shares of Rs. 10/-.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Further, in accordance with provisions of the Companies Act, 2013, Mr. Vishal Dedhia, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 at the time of appointment.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

8. COMMITTEES OF THE BOARD

The details pertaining to the composition of the Committees of the Board are included in the Report on Corporate Governance, which forms part of this Report.

9. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

11. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any M/s Ramanand & Associates, Chartered Accountants, Thane, were appointed as statutory auditors of the Company from the conclusion of the 1^st Annual General Meeting (AGM) after revival of the Company held on 30^th September, 2015 till the conclusion of consecutive sixth AGM to be held in the year 2020.

12. AUDITORS'' REPORT

The Directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanations.

13. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Ms. Shilpa Parekh, Proprietress of M/s. S G Parekh & Co., Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2017-18.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditor''s observation and Management''s explanation to the Auditor''s observation -

i. Section 203(1) (ii) Appointed Company Secretary as the Key Managerial Personnel.

The Board would like to bring to your notice that the Company has been trying to recruit a Company Secretary on best efforts basis since a long time but the Company has not been successful.

ii. Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Non appoint Qualified Company Secretary as Compliance Officer

The Board has been trying to recruit a Company Secretary on best efforts basis since a long time but the Company has not been successful. However, Company will comply with the provision as early as possible.

iii. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in news paper, Voting Through Electronic means, News Paper Advertisement for Book Closure.

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

iv. 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated 30^th September, 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17^th June, 2011.

The management is trying to do the needful to comply with the said provisions.

v. Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 -Minimum public shareholding

The Company was in Voluntary Winding up process for many years. The new Promoters had taken over the Company when the Company was in Voluntary Winding up Process. The new Promoters are in process of Revocating the Suspension of the Company and once the same is completed the Promoters shall facilitate the increase of Public shareholding to more than 25%.

However, the Company would try and comply with all the provisions to the fullest extent. The report of the Secretarial Auditor is enclosed as ANNEXURE II to this report.

14. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

15. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at under investors/policy documents/Vigil Mechanism Policy link.

16. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

17. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

19. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on the BSE Limited but currently suspended.

Your Directors have filed the application with BSE for revocation of suspension under the provisions of Listing Regulations.

20. SHARE TRANSFER / DEMAT CONNECTIVITY

The Company has appointed Purva Sharegistry (India) Pvt. Ltd. having its Registered Office at Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E),Mumbai, Maharashtra - 400011 as Share Transfer Agent of the Company from 2^nd August, 2018. All necessary procedures for change of RTA had been undertaken.

The Company is having demat connectivity with both depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited

21. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under review, the Company had not made any investments or given guarantees or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) was not applicable to the Company for the year under review, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company did not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company had not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

6. There were no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.

22. ACKNOWLEDGEMENTS

Your Directors also acknowledge to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on Behalf of the Board of Directors

Place: Pune Vishal Dedhia Ketan Kataria

Date: 13^th August, 2018 Director Director

DIN: 00728370 DIN: 01943753