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Safal Securities Ltd.

BSE: 531448 Sector: Financials
NSE: N.A. ISIN Code: INE101L01031
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VOLUME 1
52-Week high 8.20
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.14
Sell Qty 7049.00
OPEN 1.14
CLOSE 1.14
VOLUME 1
52-Week high 8.20
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.14
Sell Qty 7049.00

Safal Securities Ltd. (SAFALSECURITIES) - Director Report

Company director report

To

The Members of

SAFAL SECURITIES LIMITED

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors’ Report of your company forthe financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars

Standalone Figures

Particulars 2015-2016 2014-15
Gross Income 196.58 164.97
Total Expenses (458.19) (164.46)
Net Profit Before Tax (261.60) 0.51
Provision for Tax 0.16
Net Profit After Tax (261.60) 0.35

DIVIDEND

As Company has occurred loss during the current Financial Year the Directors do notrecommend any dividend.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith as at Annexure- A for your kind perusal and information.

PROMOTERS

The Company has received the notice form the following past promoters informing thatthey have already sold their Shares and now they do not have any direct/indirect concernwith the affairs of the Company and they are not a Promoters of the Company.

Sr No Name of the Promoter No. of Shares
1. Mrs. Sanyukta Suryakant 1001000
2. Jatinkumar Budhalal Appa 1000000
3. Shah Tushar Shashikant 1034600
4. Amee Tushar Shah 9800

The Board has noted and accepted the same.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16 the Company held 7 Board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and Listing obligation and Disclosure Requirementguidelines were adhered to while considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1. 29.05.2015 4 4
2. 13.08.2015 4 4
3. 04.09.2015 4 4
4. 09.11.2015 4 4
5. 31.01.2016 4 4
6. 13.02.2016 4 4
7. 25.02.2016 4 4
8. 31.03.2016 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such Internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT

The Auditors M/s. D. A. Rupawala & Associates Chartered Accountants retires atthe ensuing Annual General Meeting and being eligible offer themselves forreappointment.

Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Further the Auditors' Report for the financial year ended 31st March 2016 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in the"Annexure-B" attached hereto and forms part of this Report.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company’s existence is very minimal.

DIRECTORS & KMP

During the current financial year no changes have occurred in the constitution ofDirectors of the company:

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The criteria as provided in Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company sothere is neither requirement to constitute Corporate Social Responsibility Committee norto allocate funds for CSR Activity.

RATIO OF REMUNERATION TO EACH DIRECTOR

The company is not paying remuneration to any Director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

CORPORATE GOVERNANCE

The Provision of Corporate Governance as provided under Regulation 27 of the ListingObligation and Disclosure Requirement is not applicable to the Company.

INDEPENDENT DIRECTORS & DECLARATION

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Directors. The table sets out the composition ofthe Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Mukeshbhai B. Desai Chairman Non Executive Independent Director
Mr. Rajubhai B. Desai Member Non Executive Independent Director
Ms. Arunaben N. Ghanchi Member Non Executive Independent Director

REMUNERATION POLICY

Remuneration to Executive Directors:

As per the policy of the company remuneration paid to Executive Directors isrecommended by the Nomination and Remuneration Committee and approved by Board in Boardmeeting subject to the subsequent approval of the shareholders at the General Meeting andsuch other authorities as may be required. The remuneration is decided after consideringvarious factors such as qualification experience performance responsibilitiesshouldered industry standards as well as financial position of the Company.

However during the reporting period Company has not paid remuneration to any ExecutiveDirector of the Company

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.

However during the reporting period Company has not paid Sitting fees or Commission toany Non Executive Director of the Company

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Rajubhai B. Desai Chairman Non Executive Independent Director
Ms. Arunaben N. Ghanchi Member Non Executive Independent Director
Mr. Mukeshbhai B. Desai Member Non Executive Independent Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any clarification/ explanation.

Further the Secretarial Audit Report as provided by Umang Lalpurwala PracticingCompany Secretary for the financial year ended 31st March 2016 is annexed herewith as atAnnexure-C for your kind perusal and information.

COST AUDIT

Cost Audit is not applicable to the company.

LISTING

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). TheCompany has paid the annual listing fees for the year 2015-16.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 the company has establishedVigil Mechanism for Directors and employees to report genuine concerns and made provisionsfor direct access to the chairperson of the Audit Committee. Company has formulated thepresent policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguardthe interest of its stakeholders Directors and employees to freely communicate andaddress to the Company their genuine concerns in relation to any illegal or unethicalpractice being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITIONAND REPRESSED ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

DATE : 06.08.2016
PLACE: AHMEDABAD FOR AND ON BEHALF OF BOARD
Sd/- Sd/-
(SANJAYKUMAR S. SHAH) (RAJUBHAI DESAI)
DIN :01748617 DIN:03148402