Your Directors are pleased to present the Thirty Seventh Annual Report on the businessand operations of the Company together with the Audited Statement of Accounts for thefinancial year ended as on 31st March 2017
1. STATE OF AFFAIRS OF THE COMPANY: a) FINANCIAL RESULTS:
( Rs. in Lacs)
| ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Total revenue ||35633.70 ||27764.86 ||35983.60 ||27890.98 |
|Profit before Interest Depreciation Tax Exceptional || || || || |
|items/Extra Ordinary Items and Exchange Loss ||2380.48 ||2053.71 ||2408.75 ||2049.49 |
|Exchange Loss ||4.26 ||179.65 ||4.26 ||179.65 |
|Interest ||307.44 ||261.91 ||307.44 ||261.91 |
|Depreciation ||509.76 ||406.50 ||513.36 ||407.19 |
|Profit before Exceptional Items/Extra Ordinary ||1559.02 ||1205.65 ||1583.69 ||1200.74 |
|Items and Tax || || || || |
|Less: Exceptional Items/Extra Ordinary Items ||89.06 ||(5.57) ||89.06 ||(5.57) |
|Profit from ordinary activities before tax ||1469.96 ||1200.08 ||1494.63 ||1195.17 |
|Tax expenses || || || || |
|Current Tax ||(500.00) ||(355.00) ||(513.25) ||(355.28) |
|Deferred tax ||1.74 ||(65.01) ||2.54 ||(64.94) |
|Profit after Tax ||971.70 ||780.07 ||983.92 ||774.95 |
|Profit brought forward from previous year ||1297.98 ||577.85 ||1291.98 ||576.97 |
|Profit available for appropriation ||2269.68 ||1357.92 ||2275.90 ||1351.92 |
|Appropriations: || || || || |
|Transfer to General Reserve ||- ||- ||- ||- |
|Proposed Dividend ||(83.00) ||(49.80) ||(83.00) ||(49.80) |
|Tax on proposed dividend ||(16.90) ||(10.14) ||(16.90) ||(10.14) |
|Balance carried to Balance sheet ||2169.78 ||1297.98 ||2176.00 ||1291.98 |
b) PERFORMANCE REVIEW:
The total revenue of the Company for the financial year 2016-17 stood at Rs. 35633.70lacs as against last year's Rs. 27764.86 lacs a growth of 28.34%. Profit beforeinterest depreciation tax exceptional items and exchange loss was at Rs. 2380.48 lacsas against last year's Rs. 2053.71 lacs a growth of 15.91%. The Profit before tax andexceptional items was Rs. 1559.02 lacs as against Rs. 1205.65 lacs of the previous year.The Net Profit for the year stood at Rs. 971.70 lacs as against Rs. 780.07 lacs of theprevious year.
In accordance with the Companies Act 2013 the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and as per Accounting Standard(AS) - 21 "Consolidated Financial Statements" issued by the Institute ofChartered Accountants of India the Audited Consolidated Financial Statements togetherwith the Auditor's Report is annexed herewith.
The consolidated revenue stood at Rs. 35983.60 lacs as against last year's Rs.27890.98 lacs and the consolidated net profit stood at Rs. 983.92 lacs as against lastyear's Rs. 774.95 lacs.
As on 31st March 2017 the Reserves and Surplus of the Company were at Rs. 9575.81lacs.
Highlights on the performance of Safari Lifestyles Ltd & its contribution to theoverall performance of the Company:
The total revenue of Safari Lifestyles Ltd for the financial year 2016-17 stood at Rs.1364.40 lacs as against last year's Rs. 428.48 lacs a growth of 318.43%. Profit beforeinterest depreciation and tax was at Rs. 43.79 lacs as against last year's Rs. 2.23lacs a growth of 1963.68%. The Net Profit after tax for the year stood at Rs. 27.72 lacsas against Rs. 1.30 lacs of the previous year which constitutes a 12.82% of the overallconsolidated performance of the Company. A detailed analysis on the operations of theCompany during the year under report and outlook for the current year is included in theManagement Discussion and Analysis Report forming part of this Annual Report.
The Board of Directors are pleased to recommend for your consideration a dividend ofRs. 2/- per equity share of Rs. 10/- each (previous year Rs. 1.20/- per equity share ofRs. 10/- each) for the financial year 2016-17.
The total payout if the dividend is approved by the Members at the Meeting will be Rs.99.9 lacs including dividend distribution tax of Rs. 16.90 lacs.
3. TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND:
In accordance to the applicable provisions of Section 205A and 205C of the CompaniesAct 1956 Section 124 and 125 of the Companies Act 2013 and Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 andamendments hereof the relevant dividend amounts which remain unpaid and unclaimed for aperiod of seven years have been transferred to the Investor Education and Protection Fund.
All unclaimed and unpaid dividend amount relating to the financial year 2009-10 will betransferred to the Investor Education and Protection Fund by 30th September 2017. Membersare requested to encash their dividend immediately before it is transferred to the IEPF.
Details of the unpaid and unclaimed dividend amount lying with the Company as on 12thAugust 2016 have been uploaded on the Company's website (www.safari.in) and also on thewebsite of the Ministry of Corporate Affairs. It is also brought to the attention of theMembers that as per the provisions of the Section 124 of the Companies Act 2013 andInvestor Education & Protection Fund Authority (Accounting Audit Transfer &Refund) Rules 2016 shares in respect of which dividend has not been encashed by theMembers during the last seven years from the date of transfer to the unpaid dividendaccount of the Company are required to be transferred to the designated Suspense Accountas prescribed by the IEPF Authority. Hence the Members are requested to encash theirdividend immediately to avoid transfer of their shares to the IEPF suspense account.
4. DIRECTORS: a) APPOINTMENTS:
During the year under review on the recommendation of the Nomination Remuneration andCompensation Committee the Board of Directors of the Company had appointed Mr. PiyushGoenka (holding DIN: 02117859) as an Additional Director Non-Executive Non-IndependentDirector of the Company wef 7th February 2017 to hold the office till the ensuing AnnualGeneral Meeting.
The Company has received a Notice in writing from a Member proposing the candidature ofMr. Piyush Goenka for the office of a Director along with the requisite deposit.
A brief profile and other related information of Mr. Piyush Goenka has been given inthe Notice convening the ensuing Annual General Meeting & the relevant resolution isrecommended for the approval of the Members.
During the year under review Mr. Hetal Gandhi (holding DIN 00106895) Non-ExecutiveNon Independent Director of the Company resigned from the Board wef 3rd March 2017.
The Board places on record its appreciation for the valuable services rendered by Mr.Gandhi during his tenure.
c) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Anujj Patodia Director (holding DIN:00026458)Non-Executive Non Independent Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
The aforesaid re-appointment with a brief profile and other related information of Mr.Anujj Patodia forms part of the Notice convening the ensuing Annual General Meeting andthe Directors recommend the same for your approval.
d) INDEPENDENT DIRECTORS:
During the year under review declarations were received from all Independent Directorsof the Company confirming that they fulfill the "criteria of independence"specified in Section 149 (6) of the Companies Act 2013 and under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Terms and conditions of appointment of Independent Directors are placed on the websiteof the Company at http://www.safari.in/corporate/investors-relations/toaoid
e) KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Companies Act 2013 Mr. SudhirJatia - Chairman and Managing Director Mr. Vineet Poddar - Chief Financial Officer andMs. Jigna Parikh - Company Secretary are the Key Managerial Personnel of the Company.
f) NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) of the Companies Act 2013. Theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration policy of the Company.
The policy is stated in the Corporate Governance Report of the Company which is annexedhereto as Annexure A.
g) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year under review performance evaluation of the Board as a whole and thatof its Committees and Individual Directors have been carried out as per the provisions ofthe Companies Act 2013. All Independent Directors of the Company at their meeting held on7th February 2017 have evaluated the performance of the Board as a whole Committees ofBoard the Chairman of the Company and the Non-Independent Directors as per the criteriaadopted by the Board.
The performance evaluation of the Board was based on various parameters such asqualified Board Members their diversity of experience and background whether the Membersof the Board met all applicable independence requirements sufficient number of Boardmeetings and Committee meetings etc. The performance of the individual Directors wasevaluated on parameters such as qualifications experience independence participation inBoard Meetings and Committee Meetings etc.
The evaluation of the Independent Directors was carried out by the entire Boardexcluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
h) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR:
During the year under review the Board of Directors has held four (4) Board meetings.The details of the Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which is annexed as Annexure A.
5. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises of the followingmembers:
|Sr no. ||Name of Member ||Category |
|1 ||Dr. Shailesh Mehta - Chairman ||Independent |
|2 ||Mr. Punkajj Lath ||Independent |
|3 ||Mr. Dalip Sehgal ||Independent |
|4 ||Mr. Piyush Goenka (wef 7th February 2017) ||Non-Executive Non-Independent |
|5 ||Mr. Hetal Gandhi (upto 3rd March 2017) ||Non-Executive Non-Independent |
Recommendations of the Audit Committee not accepted by the Board of Directors of theCompany along with the reasons therefor: None
6. CORPORATE GOVERNANCE REPORT:
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aCorporate Governance Report together with a Certificate from M/s. Ninad Awachat &Associates Practicing Company Secretaries confirming compliance thereto is enclosed withthe Corporate Governance Report which is annexed as Annexure A. In compliance withthe requirements of Regulation 17 (8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a certificate from the Managing Director and ChiefFinancial Officer of the Company was placed before the Board. The same is enclosed as apart of the Corporate Governance Report.
All the Board Members and Senior Management Personnel of the Company had affirmedcompliance with the Code of Conduct for Board and Senior Management Personnel. Adeclaration to this effect duly signed by the Managing Director is enclosed as a part ofthe Corporate Governance Report.
7. PARTICULARS OF EMPLOYEES:
The information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as Annexure B and forms part of this Report. The statement containingparticulars of remuneration of employees as required under Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure C of this Report. In terms of Section 136 (1) of the Act the AnnualReport is being sent to the Members excluding the aforesaid Annexure C. ThisAnnexure shall be made available on the website of the Company 21 days prior to the dateof the Annual General Meeting ('AGM'). The information is also available for inspection bythe Members at the Registered Office of the Company during business hours on all workingdays except Saturdays and Sundays up to the date of the AGM. Any Member desirous ofobtaining a copy of the said Annexure may write to the Company Secretary at the RegisteredOffice Address.
8. SAFARI EMPLOYEE STOCK OPTION SCHEME 2016:
The Members of the Company at its AGM held on 12th August 2016 have approved the SafariEmployee Stock Option Scheme 2016 ("the Scheme") for grant of 41500 EmployeeStock Options ('the Options') to the eligible employees of the Company and itssubsidiary/ies.
There are no changes in the Scheme and the Scheme is in compliance with the SEBI (ShareBased Employee Benefits) Regulations 2014.
Details of the options granted under the Scheme and disclosures required under the SEBI(Share Based Employee Benefits) Regulations 2014 is available on the website of theCompany at http://www.safari.in/corporate/investors-relations.
9. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE COMPANIESACT 2013:
The Directors hereby confirm: a) that in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures. b) that they have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.
c) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) that they have prepared the annual accounts on a going concern basis.
e) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively.
f) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
M/s. Bansi S. Mehta & Co. Chartered Accountants Mumbai (Firm RegistrationNo.100991W) the Statutory Auditors of the Company will be completing their tenure as theStatutory Auditors at the ensuing Annual General Meeting of the Company and will not beeligible for re-appointment in terms of Section 139 of the Companies Act 2013. The Boardof Directors places on record its appreciation to the services rendered by M/s. Bansi S.Mehta & Co. Chartered Accountants as the Statutory Auditors of the Company.
The Board of the Directors of the Company on the recommendation of the Audit Committeerecommends the appointment of M/s. Lodha & Co. Chartered Accountants (FirmRegistration No.301051E) as the Statutory Auditors of the Company for a term of five (5)years from the conclusion of the ensuing 37th AGM of the Company till the conclusion of42th AGM subject to annual ratification of their appointment by the Members of theCompany.
M/s. Lodha & Co. Chartered Accountants have confirmed their eligibility to theeffect that their appointment if made would be within the prescribed limits under theCompanies Act 2013 and that they are not disqualified for appointment.
The Auditor's Report for the year under review does not contain any qualificationreservation or adverse remark.
11. INTERNAL AUDITORS:
Based on the recommendation of the Audit Committee of the Company the Board ofDirectors of the Company has appointed M/s. Ernst & Young LLP as the Internal Auditorsof the Company.
12. SECRETARIAL AUDIT REPORT:
In accordance to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. Ninad Awachat & Associates Practicing Company Secretaries(Membership No. 26995 & CP No. 9668) to conduct Secretarial Audit for the financialyear 2016-17. The Report of the Secretarial Auditor is annexed hereto as Annexure D.The said Report does not contain any qualification reservation or adverse remark.
The consolidated financial statements of the Company include the financial statementsof Safari Lifestyles Ltd the wholly owned subsidiary of the Company for the financialyear 2016-17. The Financial Statements of Safari Lifestyles Limited are also placed on thewebsite of the Company. Any Member desirous of obtaining a copy of the said FinancialStatements may write to the Company Secretary of the Company at its Registered OfficeAddress. The Report on the performance and financial position of Safari Lifestyles Ltd inForm AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 and Rule 5 of Companies (Accounts) Rules 2014 is annexed to this Report at AnnexureE.
The Company has approved a policy for determining material subsidiaries and the same isuploaded on the Company's website athttp://www.safari.in/corporate/investors-relations/policies
14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of Directors has adopted a policy on Internal Financial Controls to ensureorderly and efficient conduct of the business of the Company including the Company'spolicies. The said Policy is adequate and is operating effectively.
15. RISK MANAGEMENT POLICY:
The Company is committed to high standards of business conduct and good risk managementto:
Protect the Company's assets
Achieve sustainable business growth
Avoid major surprises relating to overall control environment
Safeguard shareholder investment
Ensure compliance with applicable legal and regulatory requirements.
The Board has adopted a policy on risk management to mitigate inherent risks and helpaccomplish the growth plans of the Company. Accordingly various potential risks relevantto the Company has been identified by the Audit Committee. The Board reviews the sameperiodically and suggests measures to mitigate and control these risks.
16. LISTING OF SHARES:
The equity shares of the Company are listed on BSE Ltd.
The Company has paid necessary listing fees to BSE Ltd as prescribed under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for FY 2017-18.
17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All the related party transactions entered by the Company during the year under reviewwere in the ordinary course of business on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There are no materialrelated party transactions during the year under review.
Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
The Company has formulated a Policy on Related Party Transactions which is available onthe website of the Company at http://www.safari.in/corporate/investors-relations/policiesThe details of the transactions with Related Parties as per Accounting Standard 18 are setout in Note no. 33 to the Standalone Financial Statements.
18. VIGIL MECHANISM-WHISTLE BLOWER'S POLICY:
The Company believes in conducting its affairs in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethicalbehaviour. In order to achieve the same the Company has formulated a Whistle Blowers'Policy to provide a secure environment and to encourage all employees and Directors of theCompany Members customers vendors and/or third party intermediaries to reportunethical unlawful or improper practices acts or activities in the Company and toprohibit managerial personnel from taking any adverse action against those employees whoreport such practices in good faith.
The Policy has been uploaded on the website of the Company athttp://www.safari.in/corporate/investors-relations/policies
19. PARTICULARS OF LOAN GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
During the year under review the Company has not given any loans or guarantees.Details of investments made are given in Note no. 11 of the Standalone FinancialStatement.
20. EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return as on 31st March 2017 in terms of Section 92(3) of theCompanies Act 2013 read with rule 12(1) of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure F.
20. CONSERVATION OF ENERGY ETC.:
Details on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo etc. are given in the Annexure G hereto and forms part of this Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedas Annexure H forming part of this Annual Report.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has adopted a CSR Policy in accordance with the provisions of Section 135of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The same is available on the website of the Company athttp://www.safari.in/corporate/investors-relations/policies The composition of the CSRCommittee is disclosed in the Corporate Governance Report which forms part of the AnnualReport. The report on CSR activities undertaken by the Company for the year under reviewis annexed to this Report at Annexure I.
24. INDUSTRIAL RELATIONS:
Industrial relations remained cordial throughout the year under review.
25. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a Policy on Prevention Prohibition and Redressal of sexualharassment at the workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company hasformed a Committee to redress complaints received regarding sexual harassment.
During the year under review no such complaints have been filed with the Committee.
Yours Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events during the year under review:
a) Details relating to deposits covered under Chapter V of the Companies Act 2013
b) Change in nature of Company's business
c) Details of significant and material orders passed by Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.
d) Material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the Financial Year & the date of Report.
e) No material fraud has been reported by the Auditors to the Audit Committee of theBoard.
Your Directors wish to place on record their sincere thanks to all the employees of theCompany for their continuing commitment and dedication.
Further the Directors would also like to express their gratitude for the continuedsupport of all the stakeholders such as banks financial institutions various State andCentral Government authorities customers vendors and last but not the least our valuedMembers for all their support and trust reposed in the Company.
| ||ON BEHALF OF THE BOARD OF DIRECTORS |
| ||For SAFARI INDUSTRIES (INDIA) LIMITED |
| ||SUDHIR JATIA |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 23rd May 2017 ||DIN: 00031969 |