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Swastik Safe Deposit & Investments Ltd.

BSE: 501386 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Swastik Safe Deposit & Investments Ltd. (SWASTIKSAFEDEP) - Director Report

Company director report

Dear Shareholders

Your Directors present their 76th Annual Report on the affairs of the Company for theyear ended 31st March 2017 together with the Audited Statement of Accounts.

FINANCIAL HIGHLIGHTS

In Rs.

WORKING RESULTS 2016-17 2015-16
Total Revenue 29153010 553046944
Total Expenses 13520087 444063233
Profit before Tax 15632923 108983711
Tax Expenses:
Current Tax 6280000 38000000
MAT Credit entitlement - -
Short/(Excess) Tax Provisions of earlier years (2919551) -
Profit for the Year 12272474 70983711

DIVIDEND / TRANSFER TO RESERVES

The Directors have recommended a dividend of Re. 1/- per share i.e. @ 10% (same asprevious year) on 240000 Equity Shares of Rs.10/- each for the financial year ended 31stMarch 2017. The dividend if approved by the members at the forthcoming Annual GeneralMeeting shall be paid to the eligible members.

The Board recommends the above dividend for declaration by the members.

An amount of Rs. 2454495/- was transferred to reserves during the year.

OPERATIONS REVIEW

Total Revenue for the FY2017 was at Rs. 29153010/- as against Rs. 553046944/- forFY2016. Total Expenses for FY2017 were Rs. 13520087/- as against Rs. 444063233/- forFY2016. The Company has PBT of Rs. 15632923/- for FY2017 as compared to Rs.Rs.108983711/- for FY2016.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31st March 2017 is given in theManagement Discussion and Analysis section which forms part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place reviewed by the Companyto strengthen the same wherever required.

EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure– A.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under report there was no change in the Directors and Key ManagerialPersonnel from the last disclosure.

Mr. Vinod Gadaiya Chief Financial Officer Mr. Jitesh K. Agarwal Company Secretaryand Mr. Amol Patade Manager are the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of The Companies Act 2013 (‘the Act') and SEBI ListingRegulations the Board has carried out the Annual evaluation of performance of allDirectors and that of its committees and Individual Directors. The Company has implementeda system of evaluating performance of the Board of Directors and of its Committees andindividual Directors on the basis of a structured questionnaire which comprises evaluationcriteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year Five Board Meetings were convened and held.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the SEBI Listing Regulations.

The Composition of Audit Committee is given in the Report of Corporate Governanceforming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyas defined under Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulationsfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on thewebsite of the Company "www.theswastiksafedeposit. com".

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy in accordance with section 178 of theAct and SEBI Listing Regulations which lays down a framework for selection and appointmentof Directors and Senior Management and for determining qualifications positive attributesand independence of Directors. The Board has also formulated a Policy relating toremuneration of Directors members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are given in Annexure B.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantee and investments have been disclosed in thefinancial statements.

MANAGERIAL REMUNERATION:

Remuneration to Directors and Key Managerial Personnel

Remuneration to Directors:

The directors do not receive any sitting fee for attending meetings of the Board ofDirectors of the Company or any Committee thereof.

Commission to MD/WTD: Since company does not have MD/WTD no commission is paid.

Remuneration to Key Managerial Personnel (KMP) - No remuneration is paid to any KMP.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade there under the Company has appointed M/s. N. L. Bhatia and Associates PracticingCompany Secretaries as the Secretarial Auditor of the Company. The

Secretarial Audit Report does not contain any qualification reservation or adverseremark.

The Secretarial Audit Report is attached to this report as Annexure C.

STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with the provisions of Section 140 of the Companies Act 2013 the termof the existing Statutory Auditors M/s.

Kulkarni & Khanolkar Chartered Accountants Mumbai (Firm Registration No.105407W) is coming to an end on the conclusion of the ensuing Annual General Meeting. TheBoard of Directors have recommended appointment of M/s D. Dadheech & Co.

Chartered Accountants Mumbai (Firm Registration No. 101981W) to hold office for aperiod of 3 years from the conclusion of the ensuing 76th Annual General Meeting till theconclusion of the 79th Annual General Meeting subject to ratification in the every AnnualGeneral Meeting.

The Company has received a letter from M/s D. Dadheech & Co. Chartered AccountantsMumbai to the effect that their appointment if made would be within the provisionprescribed under section 139 of the Companies Act 2013.

Your directors recommend their appointment as Statutory Auditors.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual financial statements the applicable accountingstandards have proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and its Profit forthe year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the annual financial statements on a going concernbasis;

(v) the Directors have laid down internal financial controls to be followed by theCompany and that controls are adequate and operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

(a) The nature of the activities of the Company during the year under review have beensuch that disclosure of the particulars required with respect to the conservation ofenergy and technology absorption in terms of section 134 (3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are not applicable.

(b) Foreign Exchange Earnings & Outgo: Nil

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated under SEBI Listing Regulations formspart of the Annual Report. The requisite Certificate from Mr. N. L. Bhatia PracticingCompany Secretary confirming compliance with Corporate Governance as stipulated under theaforesaid SEBI Listing Regulations forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2016-17 isenclosed as Annexure

D. RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify measure and mitigatebusiness risk and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objective and enhance the Company's competitive advantage.This brisk framework thus helps is managing market credit and operations risks.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant Related Party Transactions made by the Company.Accordingly the disclosure of Related

Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 inForm AOC 2 is not applicable.

OTHERS

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

1. The details relating to deposits covered under Chapter V of the Act since neitherhas the Company accepted deposits during the year under review nor were there any depositsoutstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. During the year under review no Stock Options were granted vested or exercised. Nostock options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

5. There were no employees who were in receipt of remuneration exceeding the limitslaid down under Section 197(12) of the Companies Act 2013 read with the Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

6. Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

7. There were no material changes and commitments affecting the financialposition ofthe Company between the end of Financial year i.e. March 31 2017 till the date of theReport.

8. Company does not have any subsidiary associate or joint venture company.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service andcontribution to the Company. We also thank our banks business associates and ourshareholders for their continued support to the Company.

By Order of the Board
Khushru B. Jijina Sunil Adukia
Place: Mumbai Director Director
Date: 26th May 2017 DIN - 00209953 DIN - 00020049