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Swan Energy Ltd

BSE Code : 503310 | NSE Symbol : SWANENERGY | ISIN:INE665A01038| SECTOR : Diversified |

NSE BSE
 
SMC down arrow

613.65

-1.45 (-0.24%) Volume 733871

26-Apr-2024 EOD

Prev. Close

615.10

Open Price

620.70

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

613.65(2349)

 

Today’s High/Low 625.00 - 610.25

52 wk High/Low 782.25 - 209.90

Key Stats

MARKET CAP (RS CR) 19232.15
P/E 0
BOOK VALUE (RS) 146.7321462
DIV (%) 10
MARKET LOT 1
EPS (TTM) 0.14
PRICE/BOOK 4.1814286500227
DIV YIELD.(%) 0.01
FACE VALUE (RS) 1
DELIVERABLES (%) 52.33
4

News & Announcements

22-Apr-2024

Swan Energy Ltd - Swan Energy Limited - Other General Purpose

16-Apr-2024

Swan Energy Ltd - Swan Energy Limited - Loss of Share Certificates

15-Apr-2024

Swan Energy Ltd - Swan Energy Limited - Loss of Share Certificates

15-Apr-2024

Swan Energy Ltd - Swan Energy Limited - Updates

04-Mar-2024

Swan Energy subsidiary Swan LNG repays entire loan of Rs 2206 cr

01-Mar-2024

Swan Energy raises Rs 3000 crore via QIP issue

29-Feb-2024

Swan Energy allots 4.95 cr equity shares under QIP issue

24-Feb-2024

Swan Energy to hold board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

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Share Holding

Category No. of shares Percentage
Total Foreign 36266748 11.57
Total Institutions 44949724 14.34
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 13197698 4.21
Total Promoters 169148000 53.96
Total Public & others 49894716 15.91
Total 313456886 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Swan Energy Ltd

Swan Energy Ltd. (Formerly known as Swan Mills Limited) was incorporated on February 22, 1909. The Company is owned and managed by Dave and Merchant families who took over the company from the J.P. Goenka Group in 1992. The Company has three verticals of business i.e., Textiles, Energy and Constructions & Others. It has 6 subsidiary companies. 2 subsidiaries are engaged in Real estate business, 2 subsidiaries are engaged in construction of LNG Port Project at Gujarat, 1 subsidiary is engaged in Infrastructure and 1 have ceased operations. Out of 6, 1 is a foreign subsidiary of which the operations have ceased and is in the process of strike-off from the registering authority in Singapore, balance 5 subsidiaries are Indian subsidiaries. The BIFR proposal envisaged revival of only the spinning unit -- Swan Mills. In 1993-94, the company started operations in all departments by accepting job work. Nearly 80% of the processing work in the mill is being run on job works. As per the BIFR package, the company disposed excess land owned by it on a commercial basis. The company achieved a turnaround by posting a profit in 1993-94. With the funds available through land sale, the company is carried out a modernisation programme. Through merchant exporters, it started supplying to big retailers in Europe like Marks & Spencers, the UK retailing giant. It also diversified into the manufacture of cuprammoniam rayon yarn by setting up Vini Rayon Industries, a joint venture with the Gujarat Industrial & Investment Corporation. For this, it has tied up with Ralston & Associates, US, to set up a pilot plant near Jagadiah, Gujarat. In Dec'95, BIFR declared that the company is no longer sick and discharged it from its purview. On successful implementation of Voluntary Retirement Scheme, all the manufacturing activities has been suspended as all the operative workers/staff have opted for the scheme. During FY 2014, the SEL acquired a 0.3mn sq. ft. IT Park building in Whitefield, EOIZ Industrial area in Bangalore. This is a ready building with a long term leasing agreement with reputed MNC. During the year 2017, Long Term Terminal User Agreements were signed with Indian Oil Corporation (IOC), Bharat Petroleum (BPCL), ONGC and GSPC for 4.5 MMTPA out of the first phase capacity of 5 MMTPA. Engineering Procurement and Construction (EPC) Contracts for the Port Terminal was finalized and issued during August 2016. After obtaining permission from Gujarat Maritime Board in December 2016, the Site construction activities have started. The EPC contractor completed a major portion of Dredging work and onsite works are on full swing. Letter of Intent has been issued to the EPC Contractor for the Topside during May 2017. SLPL has executed Shareholders Agreement (SHA) on 17th October 2017 with Swan Energy Limited (SEL), Gujarat Maritime Board (GMB), Gujarat State Petronet Limited (GSPL) and FSRU Venture India One Private Limited (FVIOPL), an affiliate of Mitsui OSK Lines (MOL), Japan for equity participation of SLPL. Post execution, all promoters have contributed initial contribution towards equity share capital. Swan LNG Private Ltd. (SLPL) executed Concession Agreement (CA) with Gujarat Maritime Board (GMB) and Government of Gujarat (GoG) for developing FSRU based LNG Port Project on 18th October 2017. With execution of this agreement, SLPL gets exclusive right and authority to develop, finance, design, construct, operate, maintain and provide Port services to the users. The term of the CA is for 30 years from the date of Commencement of Operations, further extendable for a period 20 years on mutually agreed terms and conditions. SLPL, as a Charterer, executed Bare Boat Charter agreement (BBC) with Triumph Offshore Private Limited (TOPL), to charter Floating Storage and Regasification Unit (FSRU) to the company on a long term lease for a period of 20 years in FY18. Triumph Offshore Private Limited (TOPL), subsidiary of SEL executed a Ship Building Contract for construction of 1 FSRU of 1,80,000 Cubic Meter (CBM) storage capacity with M/s Hyundai heavy Industries Company Limited, South Korea (HHICL) in FY18. In FY18, SLPL executed Contract Agreement worth Rs 459 Crore for Engineering, Procurement, Construction and Commissioning (EPCC) of the LNG Terminal Topside Infrastructure for its 5 million metric tonnes per annum (5MMTPA) FSRU based LNG Port Project with M/s Black & Veatch Private Limited (BVPl), a subsidiary of USA company Black & Veatch' (BV). During FY18, SLPL, along with TOPL, executed following agreements with its Project Technical Partner, Mitsui OSK Lines, Tokyo, Japan (MOL) and its 100% subsidiary M/s Regas Venture India One Private Limited (RVIOPL) for India's first LNG dedicated FSRU Port Project at Jafrabad, Gujarat. MOL is a well established& experienced shipping company, specialized in the Operation of LNG carriers (LNG), Floating Storage Units (FSU) and Floating Storage & Re-gasification Units (FSRU)). During the year 2018, the development of Technoya Park, commercial property, located in Gachibowli area of Hyderabad, was completed Thereafter, 50% of the property was sold to another builder and the balance property, comprising 2.92 lakhs sq. ft, was leased out to Mahataa Information India Private Limited. The annual rent of Rs 14 Crores is used for payment of LRD loan from HDFC. In FY 2021, Company set up India's first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli District of Gujarat, through its two subsidiaries, namely Swan LNG Private Limited (SLPL) and Triumph Offshore Private Limited (TOPL). It took over the delivery of Floang Storage and Regasificaon Unit (FSRU) 'Vasant 1' on 29 September, 2020. Post-delivery of FSRU, it deployed FSRU on charter hire and signed a Time Charter Party Agreement (TCPA) with M/s CNTIC VPower Energy, a Hong Kong based Company, for interim utilization of FSRU as LNG Carrier for the period 01 November, 2020 to 28 February, 2021. On 26 April, 2021, it signed Time Chartered Party Agreement with M/s. TEMA LNG, a Ghana based company to deploy FSRU on charter hire for 270 days. During the year 2023, the Company acquired 55.01% equity shares of M/s Veritas (India) Limited and became subsidiary of the company. Swan Global PTE Limited', 100% subsidiary, incorporated at Singapore has ceased to be subsidiary of the Company with effect from 15-09-2022.

Swan Energy Ltd Chairman Speech

Dear Shareholders,

It gives me great pleasure to present the Annual Report of Swan Energy Limited for the financial year 2022-23. As we reflect on the past year, we are proud of the achievements and progress made by our company in the dynamic and challenging energy landscape of India.

In the face of unprecedented global events, Swan Energy has remained steadfast in its commitment to delivering sustainable growth and creating long-term value for our stakeholders. Our dedication to innovation, responsible practices, and customer-centricity has been the cornerstone of our success.

Operational Excellence: Our unwavering focus on operational excellence has yielded impressive results across all our business verticals. In the textile division, we have continued to push boundaries to deliver high-quality products that meet global standards. Similarly, our realty, and oil and gas operations have showcased resilience and adaptability, even in the face of industry fluctuations. Compared to FY2021-22, revenues rose to 1438 crore and EBITDA improved to 241 crores. All three existing core businesses showed profits which played a significant role in the company's performance.

Innovation and Sustainability: Swan Energy remains dedicated to embracing cutting-edge technologies and practices that promote sustainability. Our efforts to reduce carbon emissions, optimize resource utilization, and foster a safe work environment have gained momentum and will continue to be a top priority.

Community Engagement: As a responsible corporate citizen, we believe in giving back to society. Our CSR initiatives have impacted the lives of many, empowering communities through education, healthcare, and skill development programs.We take immense pride in being a catalyst for positive change.

Financial Strength: I am pleased to report that despite challenges posed by the global economic climate, Swan Energy has maintained robust financial health. Our prudent financial management practices have provided a stable foundation, enabling us to explore new opportunities and expand our horizons.

Outlook: After a comprehensive three-year process, Swan Energy has emerged as the successful bidder for the former Reliance Naval and Engineering Limited. Additionally, this year, Swan Energy has secured a controlling interest in the Indian listed entity, Veritas India Limited. These strategic moves signify our entry into the shipbuilding and heavy manufacturing sector, whilst bolstering our foothold in the oil and gas industry. Looking ahead, we see immense potential for growth and further diversification. Swan Energy will continue to explore new avenues to strengthen our position and create value for our shareholders.

Acknowledgments: I extend my sincere gratitude to our shareholders, whose trust and confidence have been our driving force. I would also like to express appreciation to our dedicated team, whose unwavering commitment and hard work have made all our achievements possible.

In closing, I assure you that Swan Energy remains committed to upholding the highest standards of governance, transparency, and ethical practices. Together, we shall embrace the future with optimism, determination, and the desire to build a brighter tomorrow.

Thank you for your continued support.

Warm regards,

Nikhil V. Merchant.

Chairman.

   

Swan Energy Ltd Company History

Swan Energy Ltd. (Formerly known as Swan Mills Limited) was incorporated on February 22, 1909. The Company is owned and managed by Dave and Merchant families who took over the company from the J.P. Goenka Group in 1992. The Company has three verticals of business i.e., Textiles, Energy and Constructions & Others. It has 6 subsidiary companies. 2 subsidiaries are engaged in Real estate business, 2 subsidiaries are engaged in construction of LNG Port Project at Gujarat, 1 subsidiary is engaged in Infrastructure and 1 have ceased operations. Out of 6, 1 is a foreign subsidiary of which the operations have ceased and is in the process of strike-off from the registering authority in Singapore, balance 5 subsidiaries are Indian subsidiaries. The BIFR proposal envisaged revival of only the spinning unit -- Swan Mills. In 1993-94, the company started operations in all departments by accepting job work. Nearly 80% of the processing work in the mill is being run on job works. As per the BIFR package, the company disposed excess land owned by it on a commercial basis. The company achieved a turnaround by posting a profit in 1993-94. With the funds available through land sale, the company is carried out a modernisation programme. Through merchant exporters, it started supplying to big retailers in Europe like Marks & Spencers, the UK retailing giant. It also diversified into the manufacture of cuprammoniam rayon yarn by setting up Vini Rayon Industries, a joint venture with the Gujarat Industrial & Investment Corporation. For this, it has tied up with Ralston & Associates, US, to set up a pilot plant near Jagadiah, Gujarat. In Dec'95, BIFR declared that the company is no longer sick and discharged it from its purview. On successful implementation of Voluntary Retirement Scheme, all the manufacturing activities has been suspended as all the operative workers/staff have opted for the scheme. During FY 2014, the SEL acquired a 0.3mn sq. ft. IT Park building in Whitefield, EOIZ Industrial area in Bangalore. This is a ready building with a long term leasing agreement with reputed MNC. During the year 2017, Long Term Terminal User Agreements were signed with Indian Oil Corporation (IOC), Bharat Petroleum (BPCL), ONGC and GSPC for 4.5 MMTPA out of the first phase capacity of 5 MMTPA. Engineering Procurement and Construction (EPC) Contracts for the Port Terminal was finalized and issued during August 2016. After obtaining permission from Gujarat Maritime Board in December 2016, the Site construction activities have started. The EPC contractor completed a major portion of Dredging work and onsite works are on full swing. Letter of Intent has been issued to the EPC Contractor for the Topside during May 2017. SLPL has executed Shareholders Agreement (SHA) on 17th October 2017 with Swan Energy Limited (SEL), Gujarat Maritime Board (GMB), Gujarat State Petronet Limited (GSPL) and FSRU Venture India One Private Limited (FVIOPL), an affiliate of Mitsui OSK Lines (MOL), Japan for equity participation of SLPL. Post execution, all promoters have contributed initial contribution towards equity share capital. Swan LNG Private Ltd. (SLPL) executed Concession Agreement (CA) with Gujarat Maritime Board (GMB) and Government of Gujarat (GoG) for developing FSRU based LNG Port Project on 18th October 2017. With execution of this agreement, SLPL gets exclusive right and authority to develop, finance, design, construct, operate, maintain and provide Port services to the users. The term of the CA is for 30 years from the date of Commencement of Operations, further extendable for a period 20 years on mutually agreed terms and conditions. SLPL, as a Charterer, executed Bare Boat Charter agreement (BBC) with Triumph Offshore Private Limited (TOPL), to charter Floating Storage and Regasification Unit (FSRU) to the company on a long term lease for a period of 20 years in FY18. Triumph Offshore Private Limited (TOPL), subsidiary of SEL executed a Ship Building Contract for construction of 1 FSRU of 1,80,000 Cubic Meter (CBM) storage capacity with M/s Hyundai heavy Industries Company Limited, South Korea (HHICL) in FY18. In FY18, SLPL executed Contract Agreement worth Rs 459 Crore for Engineering, Procurement, Construction and Commissioning (EPCC) of the LNG Terminal Topside Infrastructure for its 5 million metric tonnes per annum (5MMTPA) FSRU based LNG Port Project with M/s Black & Veatch Private Limited (BVPl), a subsidiary of USA company Black & Veatch' (BV). During FY18, SLPL, along with TOPL, executed following agreements with its Project Technical Partner, Mitsui OSK Lines, Tokyo, Japan (MOL) and its 100% subsidiary M/s Regas Venture India One Private Limited (RVIOPL) for India's first LNG dedicated FSRU Port Project at Jafrabad, Gujarat. MOL is a well established& experienced shipping company, specialized in the Operation of LNG carriers (LNG), Floating Storage Units (FSU) and Floating Storage & Re-gasification Units (FSRU)). During the year 2018, the development of Technoya Park, commercial property, located in Gachibowli area of Hyderabad, was completed Thereafter, 50% of the property was sold to another builder and the balance property, comprising 2.92 lakhs sq. ft, was leased out to Mahataa Information India Private Limited. The annual rent of Rs 14 Crores is used for payment of LRD loan from HDFC. In FY 2021, Company set up India's first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli District of Gujarat, through its two subsidiaries, namely Swan LNG Private Limited (SLPL) and Triumph Offshore Private Limited (TOPL). It took over the delivery of Floang Storage and Regasificaon Unit (FSRU) 'Vasant 1' on 29 September, 2020. Post-delivery of FSRU, it deployed FSRU on charter hire and signed a Time Charter Party Agreement (TCPA) with M/s CNTIC VPower Energy, a Hong Kong based Company, for interim utilization of FSRU as LNG Carrier for the period 01 November, 2020 to 28 February, 2021. On 26 April, 2021, it signed Time Chartered Party Agreement with M/s. TEMA LNG, a Ghana based company to deploy FSRU on charter hire for 270 days. During the year 2023, the Company acquired 55.01% equity shares of M/s Veritas (India) Limited and became subsidiary of the company. Swan Global PTE Limited', 100% subsidiary, incorporated at Singapore has ceased to be subsidiary of the Company with effect from 15-09-2022.

Swan Energy Ltd Directors Reports

1) Your directors are pleased to present the One Hundred and Fifteenth (115th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2023.

2) Financial Results

(Rs. in lakhs)

Particulars

Standalone

Consolidated

For the year ended on 31.3.2023 For the year ended on 31.3.2022 For the year ended on 31.3.2023 For the year ended on 31.3.2022
Profit before interest & depreciation 3,033.60 2,845.32 24,190.35 7,518.72
Less:Interest 1,754.54 1,764.09 22,279.90 18,914.94
: Depreciation 798.90 600.39 8,134.78 7,026.65
Profit before Tax 480.16 480.84 6,224.33 (18,422.87)
Less: Provision for Taxation 116.66 163.04 (119.41) (2,633.58)
Net Profit for the year 363.50 317.80 (6,104.92) (15,789.29)
Other Comprehensive Income for the year 11.41 11.32 (542.91) 11.32
Total Comprehensive Income for the year 374.91 329.12 (6,647.83) (15,777.97)
Attributable to shareholders of the company - - (3883.52) (8,742.61)
Non-Controlling Interest - - (2,764.31) (7,035.36)
Add: Amount of Profit & Loss Account brought forward 19,682.76 19,597.90 1,969.17 10,944.75
Opening balance of new subsidiaries - - (35.11) (4.96)
Opening Balance of Strike-off subsidiaries - - - 16.25
Amount available for Appropriation 20,057.67 19,927.02 (1,949.46) 2,213.43
Less: Appropriations: - - - -
Transfer to General Reserve (263.92) 244.26 (263.92) 244.26
Dividend on Equity shares paid * Tax on dividend - - -
Balance of Profit & Loss Account transferred to Balance sheet 19,793.75 19,682.76 (2,213.38) 1,969.17

* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2022 and2023 represents the dividend amount paid for thefinancial years 2021 and2022 respectively.

On standalone basis, revenue from operations for the financial year 2022-23 was Rs. 54,722.62 lakhs as compared to Rs. 40,871.55 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3,033.60 lakhs as compared to Rs. 2,845.32 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs. 363.50 lakhs as compared to Rs. 317.80 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2022-23 was Rs. 1,43,814.37 lakhs as compared to Rs. 48,719.96 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 24,190.35 lakhs as compared to Rs. 7,518.72 lakhs in the previous year. Loss after Tax for the year was Rs. 6,104.92 lakhs as compared to Rs. 15,789.29 lakhs in the previous year.

3) BUSINESS OUTLOOK & THE STATE OF COMPANY'S AFFAIRS:

At the outset, the year 22-23 has been a year of uncertainties in business. The global economy experienced a 2.7% growth slowdown compared to the previous year. Tight financial conditions, Russia-Ukraine war, and the lingering COVID-19 pandemic have been weighing down the economy. However, India has a different tale to present, with its robust well supported domestic demand, and strong investments bolstered by the government India has shown a slow yet upscale graph.

Our steady growth in the year 22-23 has helped us overcome the UK and get listed as the 5th largest economy in the world after it recovered from repeated waves of COVID-19 pandemic shock. The economy has seen a rise in employment and a substantial increase in private consumption. Favorable policies and new investments are showing a sustainable business landscape ahead.

Your company is committed to delivering sustainable growth and creating long-term value for its stakeholders. Thus, our unwavering focus on operational excellence has yielded impressive results across all our business verticals.

In the textile division, we have continued to push boundaries to deliver high-quality products that meet global standards. Similarly, our realty, and oil and gas operations have showcased resilience and adaptability, even in the face of industry fluctuations. Compared to FY2021-22, revenues rose to Rs. 1438 crore and EBITDA improved to Rs. 241 crores. Our three core businesses have set the pace toward a profitable year ahead, with a commendable performance in the closing quarter.

After a comprehensive three-year process, Swan Energy has emerged as the successful bidder for the former Reliance Naval and Engineering Limited. Additionally, this year, Swan Energy has secured a controlling interest in the Indian-listed entity, Veritas India Limited. These strategic moves signify our entry into the shipbuilding and heavy manufacturing sector, whilst bolstering our foothold in the oil and gas industry.

Innovation and sustainability are our core values. This has been the driving force for your company to embrace cuttng-edge technologies and practice impeccable safety and production methods. Looking ahead, we see immense potential for growth and further diversification. We shall continue to explore new avenues to strengthen our position and create value for our shareholders.

4) REVIEW OF OPERATIONS

A LNG Port Project:

The progress of India's first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, being set up through two subsidiaries, namely SWAN LNG PRIVATE LIMITED (SLPL) and TRIUMPH OFFSHORE PRIVATE LIMITED (TOPL) is summarized under:

I - SLPL:

The first phase of the Project, awarded under 'Swiss Challenge' route and developed on PPP basis, having capacity of 5 MMTPA LNG (extendable upto 10 MMTPA), comprising development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, to be operated on tolling business model, is under implementation.

SEL is the Lead Promoter with 63% equity stake, Government of Gujarat 26% stake (15% by GMB & 11% by GSPL), 11% stake by Indian subsidiary of Mitsui OSK Lines (MOL), Japan, who is also the technical partner of the Project.

SLPL has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on firm basis for a period of 20 years with State-owned GSPC [1.5 MMTPA], BPCL, IOCL and ONGC [1 MMTPA each].

The execution of firm regasification agreement for reservation of 90% capacity with State Government PSU, including Concession Agreement with GMB & GoG for 30 years (extendable to further 20 years) makes the future of the project very robust. Moreover, all the necessary approvals and EPC Contracts required for project implementation are in place and the construction is progressing well.

On Project implementation work, the Company has achieved an overall 79.11% progress on the construction of Port Project upto 31st March 2023.

Below is the progress on various EPC packages awarded by the Company:

Description Progress with 2,200m breakwater
Overall Project Progress Status 79.11%
Breakwater, Groyne & Shore Protection Work 64.10%
Jettes & Tug berth 71.30%
Topside & Utilities related to Jetty-1 Work 99.88%
Dredging & R1 Area Reclamation 99.60%

The expected commencement date of the Project is 31-03-2024.

II Triumph Offshore Private Limited (TOPL):

Floating Storage and Regasification Unit (FSRU):

The SLPL has entered into a Bareboat Charter (BBC) Agreement with TOPL, to charter the FSRU to SLPL on a long-term lease for a period of 20 years.

TOPL (SEL 51% & IFFCO 49% equity stake), has successfully taken delivery of FSRU "Vasant 1" on 29th September, 2020.

Post-delivery of FSRU, it was put on charter hire with charterer, as under, for its interim utilization as LNG Carrier till Jafrabad LNG port is ready, which has yielded decent revenue generation and saving of parking charges.

During the year, TOPL entered into a Heads of Agreement Term Sheet dated 31st December 2022 with BOTAS Trading IC Headquarters Jersey Ankara Main Branch, based in Turkey ("BOTAS") for chartering of the FSRU on Bareboat basis, for a period of at least 304 days, starting from 02nd January, 2023.

The arrangement (Term Sheet) with BOTAS for deploying the vessel for interim period, till SLPL port construction is completed, ensures operational readiness when SLPL project is ready for commissioning. Post completion of charter period with BOTAS, the FSRU will be brought to SLPL project site near Jafrabad, Gujarat for commissioning and subsequent Commercial operations.

B REAL ESTATE

The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:

I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):

1. Sai Tech Park, Bangalore-It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lac sq. ft with three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited) at annual rent of Rs. 13.48 Crores.

2. Technova Park, Hyderabad - The commercial property, located at Gachibowli area of Hyderabad. It comprises an area of 2.92 lakh sq. ft and has been leased out to M/s Google Connect Services India Private Limited (Indian subsidiary of Google) at annual rent of Rs. 17.19 Crores.

3. BTM, Bangaluru - It is a land, admeasuring 0.75 acre. The company intends to develop it as a residential property very soon.

4. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) is under construction, under Joint Development Agreement (JDA) with the Chigateri Family (land owners). Construction of all 3 towers is completed and the finishing works are currently ongoing. Total saleable area will be 3.14 lakh sq. ft. and our share will be 1.88 lakh sq. ft., i.e., 59% of total saleable area. A good return is expected once the Project gets

completed in March, 2024. The project is currently at a finishing stage and sales of the units are going well.

II. Pegasus Ventures Private Limited (PVPL):

No major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. All feasible options are being explored in order to develop / monetize these properties.

C Textile

During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of Rs. 1,449.57 Lakh as against profit before tax of Rs. 490.29 Lakh for the previous year.

5) ACQUISITIONS:

A Veritas (India) Limited

During the year, the company has acquired 55.01% equity shares of M/s Veritas (India) Limited (BSE listed company) through share purchase agreement and open offer, by virtue of which it has become subsidiary of the company.

B Reliance Naval and Engineering Ltd ("RNEL")

National Company Law Tribunal (NCLT) Ahmedabad, has passed an order dated 23rd December, 2022, approving the Resolution Plan submitted by the Resolution Applicant, M/s Hazel Mercantile Limited (HML) to acquire RNEL. Swan Energy Limited (SEL) is a strategic partner with HML, through a SPV, namely Hazel Infra Limited (SEL 74% & HML 26% equity stake), to acquire RNEL.

As on the date of this Report, the implementation of the Resolution Plan is underway.

6) DIVIDEND & RESERVES:

The Board of Directors ("Board") is pleased to recommend a dividend @ Re. 0.10 per Equity share (10%) on 26,39,17,000 Equity Shares of Re 1 each for the year ended 31st March, 2023, subject to the approval of the Shareholders at the ensuing 115th AGM.

The company has not transferred any amount to the General Reserve during the year.

The Register of Members and Share Transfer Books of the Company will remain closed from 22nd September, 2023 to 28th September, 2023 (both days inclusive) to determine the eligible shareholders to receive the dividend for the year ended March 31, 2023 and accordingly, the record date for dividend will be 21st September, 2023. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

7) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year, 'Swan Global PTE Limited', 100% subsidiary, incorporated at Singapore, was wound up and accordingly, ceased to be subsidiary of the company with effect from 15-09-2022.

In accordance with the provisions of section 129(3) of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of each of the subsidiaries/associates/joint venture companies of your Company, in the prescribed Form AOC-1, is given in Annexure - A to this Report.

The said Form also highlights the financial performance of each of the companies included in the CFS pursuant to rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with the provisions of section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at https://swan.co.in/reports.

The company does not have any Joint Ventures or Associate companies.

8) SHARE CAPITAL:

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock opti'ons/sweat equity. The paid-up Equity share capital as on 31st March, 2023 was Rs. 2639.17 lacs.

9) STATUTORY DISCLOSURES:

9.1 Management Discussion and Analysis:

As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - B.

9.2 Corporate Governance

As required under Regulation 17(7) read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on the 'Corporate Governance', together with a certificate of statutory auditors, confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure-C.

Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

9.3 Business Responsibility & Sustainability Report (BRSR)

The Report on BRSR is annexed to this Report - Annexure - D and is available on website of the company. www.swan.co.in

9.4 Extract of Annual Return:

In terms of Section 134 and 92 of the Companies Act, 2013 ("the Act"), an extract of the Annual Return is placed on the website of the Company www.swan.co.in

9.5 Familiarisation Programme for Independent Directors

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at www.swan.co.in

9.6 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134 (3) (m) of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure - E.

9.7 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.

9.8 Number of Board Meetings:

During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

9.9 Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

9.10 Disclosure regarding Company's Policies under the Companies Act, 2013:

i Remuneration and Nomination Policy

The Board has framed a Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 (3) of the Act for the directors, key Managerial Personnel and other employees of the Company. The Policy is available on the Company's website at https://swan.co.in/reports.

ii Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - F.

iii Whistle Blower Policy / Vigil Mechanism:

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is available on the Company's website at https://swan.co.in/reports.

During the reporting period, no person has been denied access to the Chairman of the Audit Committee.

iv Risk Management Policy

The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making. The Policy is available on website of the company. www.swan.co.in

v Dividend Distribution Policy (DDP)

The Report on DDP is annexed to this Report - Annexure - G and is available on website of the company. www.swan.co.in

vi Related Party Transactions (RPTs):

The Company has a well-defined process of identification of related parties and transactions there with, its approval and review. The disclosures of RPTs and Policy for the same is hosted on the Company's website at https://swan.co.in/reports.

All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer to note no. 41 forming part of the Audited Financial Statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at https://swan.co.in/reports

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party

Transactions entered in the Ordinary Course of Business and at Arm's Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis.

9.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to the Financial Statements and forms a part of this Annual Report.

10) Auditors:

10.1 Statutory Audit

M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W), were appointed as statutory auditors of the Company at the 114th AGM held on September 28, 2022 for the second term of five consecutive years, to hold office from the conclusion of 114th AGM until conclusion of 119th AGM.

As per the amended section 139 of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their Report. Hence, Report of the auditors, read with the notes to the financial statements, is selfexplanatory and need no elaboration.

10.2 Cost Audit

your company is required to maintain cost records. Accordingly, pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ending on 31st March, 2024, at a remuneration of Rs. 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company.

The remuneration payable is required to be ratified at the ensuing 115th AGM.

10.3 Secretarial Audit

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023.

Secretarial Audit Report of the Company and its subsidiaries for the year ended 31st March, 2023 is annexed to this Report as Annexure - H.

11) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

12) FINANCE:

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.

13) Risk Management and Internal Financial Controls:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

14) DIRECTORS AND KMP:

During the year, Mr. Satya Tripathi, President-Finance, designated as KMP, joined on 27-12-2022 and resigned on 31-05-2023.

At the ensuing AGM, Mr. Sugavanam Padmanabhan (DIN: 03229120), retires by rotation and being eligible, offers himself for re-appointment.

15) GENERAL DISCLOSURES:

During the financial year under review:

i Performance evaluation of the Board: pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.

ii Change in the nature of the business:

there was no change in the nature of business of the Company;

iii Deposits:

the Company has not accepted any deposits from public;

iv Significant and material orders passed:

there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future;

v Prevention of Sexual Harassment of Women at Workplace:

the Company has constituted a committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

No case was reported to the Committee during the year under review.

vi Proceedings under Insolvency and Bankruptcy Code, 2016 ("IBC"):

there were no applications made or any proceedings pending under IBC by or against the Company;

vii Details of one-time settlement:

there were no instances of onetime settlement with any Banks or Financial Institutions;

viii Giving of loan for purchase of shares:

the Company has neither made any provision of money nor provided any loan to the employees of the company for subscription to/purchase of shares of the Company, pursuant to section 67 of the Act and Rules made thereunder;

ix Fraud Reporting:

the Statutory/Cost/Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act;

x Material changes and commitments:

There were no significant material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

16) COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance there at of these Committees during the year has been enumerated in Corporate Governance report.

17) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2023 and of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18) INDUSTRIAL RELATIONS:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

19) APPRECIATION:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and on behalf of the Board of Directors
(Navinbhai C. Dave)
Chairman
Mumbai, 14th August, 2023 (DIN: 01787259)

   

Swan Energy Ltd Company Background

Navinbhai C DaveNikhil Merchant
Incorporation Year1909
Registered Office6 Feltham House 2nd Floor,10 J N Heredia Mrg BallardEst.
Mumbai,Maharashtra-400001
Telephone91-22-40587350,Managing Director
Fax91-22-40587360
Company SecretaryArun S Agarwal
AuditorN N Jambusaria & Co
Face Value1
Market Lot1
ListingBSE,Kolkata,MSEI ,NSE,
RegistrarPurva Sharegistry (I) Pvt Ltd
9 ShivShakti Indl Es,J R Boricha Marg,Lower Parel,Mumbai - 400 011

Swan Energy Ltd Company Management

Director NameDirector DesignationYear
Navinbhai C DaveChairman (Non-Executive)2023
Navinbhai C DaveChairman (Non-Executive)202303
Shobhan I DiwanjiNon-Exec. & Independent Dir.2023
Shobhan I DiwanjiNon-Exec. & Independent Dir.202303
Rajat Kumar DasguptaNon-Exec. & Independent Dir.2023
Rajat Kumar DasguptaNon-Exec. & Independent Dir.202303
Pitamber S TeckchandaniNon-Exec. & Independent Dir.2023
Pitamber S TeckchandaniNon-Exec. & Independent Dir.202303
Paresh V MerchantWhole-time Director2023
Paresh V MerchantWhole-time Director202303
Nikhil MerchantManaging Director2023
Nikhil MerchantManaging Director202303
Padmanabhan SugavanamWhole-time Director2023
Padmanabhan SugavanamWhole-time Director202303
Arun S AgarwalCompany Sec. & Compli. Officer2023
Arun S AgarwalCompany Sec. & Compli. Officer202303
Surekha OakNon-Exec. & Independent Dir.2023
Surekha OakNon-Exec. & Independent Dir.202303

Swan Energy Ltd Listing Information

Listing Information
BSE_500
CNX500
BSESMALLCA
BSEREALTY
CNXSMALLCA
BSEALLCAP
GOODSSERVI
SML250
MSL400
NFTYMSC400
NFTYSC250
NF500M5025
NFTYTOTMKT

Swan Energy Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
TextileMtr000271.9659
Construction (Work Contract)NA00024.0765
Revenue from ServicesNA0009.5
Rental IncomeNA0001.2979
ClothMtr0000
Nylon CordMT0000
Looms-WeavingNo0000
Spindles-SpinningNo0000
Construction ActivitiesNA0000
Other Operating RevenuesNA0000
Job WorkMtr0000
Textile Products - TradedMtr0000
AdjustmentNA0000
Property DevelopmentNA0000

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