Your Directors are pleased to present the 41st (FortyFirst) Annual Report on the business and operations of the Company together with theAudited Financial Statements for the financial year ended as on 31st March2021.
1. STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS:
(Rs. in Lakhs)
| ||Standalone ||Consolidated |
|2019-20 || |
|Revenue from operations || |
|68134.44 || |
|Other income || |
|76.55 || |
|68210.99 || |
|Expenses || |
|64194.84 || |
Profit / (Loss) before tax
|4016.15 || |
|Tax expense || |
|965.07 || |
Profit / (Loss) after tax
|3051.08 || |
|Other comprehensive income || |
|(47.00) || |
Total comprehensive income for the period
|3004.08 || |
b) PERFORMANCE REVIEW:
The total income of the Company for the financial year 2020-21 stood atRs. 33130.12 Lakhs as against last year's Rs. 68210.99 Lakhs. Loss before tax for theyear was at Rs. 2881.35 Lakhs as against last year's Profit before tax of Rs. 4016.15Lakhs. The total comprehensive income was Rs. (2201.84) Lakhs as against Rs. 3004.08Lakhs of the previous year. As on 31st March 2021 the Reserves and Surplus ofthe Company were at Rs. 27378.36 Lakhs.
The total income of the Company for the financial year 2020-21 stood atRs. 33130.84 Lakhs as against last year's Rs. 68682.01 Lakhs. Loss before tax for theyear was at Rs. 2883.70 Lakhs as against last year's Profit before tax of Rs. 4021.95Lakhs. The total comprehensive income was ` (2205.92) Lakhs as against Rs. 3019.35 Lakhsof the previous year.
Highlights on the performance of Safari Lifestyles Limited& itscontribution to the overall performance of the Company:
The total income of Safari Lifestyles Limited for the financial year2020-21 stood at Rs. 0.72 Lakhs as against last year's Rs. 849.33 Lakhs. Loss before taxwere at Rs. 2.36 Lakhs as against last year's Rs. 37.63 Lakhs. The total comprehensiveincome was ` (4.08) Lakhs as against ` (28.16) Lakhs of the previous year.
A detailed analysis on the operations of the Company during the yearunder report and outlook for the current year is included in the Management Discussion andAnalysis Report forming part of this Annual Report.
Considering the impact of COVID-19 Pandemic on business operations itis necessary for the Company to conserve the cash. Hence the Board of Directors of theCompany have decided not to recommend any Dividend during the financial year 2020-21.
3. TRANSFER TO RESERVES:
During the year under review the Company has not made any profit andhence no amount is transferred to reserves for FY 2020-21.
4. SHARE CAPITAL:
During the year under review the Company's paid-up share capitalincreased from Rs. 44728000/- to Rs. 44773000/- due to issuance of Equity Sharesthrough ESOP Allotments which were made during the year.
5. ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES("CCDs"):
During the year under review based on recommendation of Board ofDirectors vide their meeting held on 23rd February 2021 and pursuant to thesubsequent approval of the Members obtained through special resolution passed at the ExtraOrdinary General Meeting held on Friday 19th March 2021 the Company hasissued 1315790 Compulsorily Convertible Debentures ("CCDs") each priced atFace Value of Rs. 570/- per CCD (the "Issue Price") for an aggregate amount ofRs. 750000300 (Rupees Seventy Five Crore Three Hundred only)on preferential basis toInvestcorp Private Equity Fund II which is a trust created under Indian Trusts Act 1882and registered as an Alternative Investment Fund under the Securities and Exchange Boardof India (Alternative Investment Funds) Regulations 2012 ("Investor").
The CCDs issued will be compulsorily converted into fully paid-upEquity Shares of the Face Value of Rs. 2/- (Rupees Two) each of the Company (the"Equity Shares") at a conversion price of Rs. 570/- (Rupees Five Hundred andSeventy) per Equity Share (including a premium of Rs. 568/- per Equity Share); and shallcarry coupon rate of 6% per annum payable quarterly calculated on the face value of theCCDs commencing from the date of its allotment and until the date of its conversion intothe Equity Shares. The CCDs shall be convertible at any time at the discretion of theInvestor on or before the date falling within 18 (eighteen) months from the date ofallotment of CCDs.
6. TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND:
In accordance with the applicable provisions of Section 124 and 125 ofthe Companies Act 2013 (the Act) and Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 and amendments thereof the relevantdividend amounts which remain unpaid and unclaimed for a period of seven years have beentransferred to the Investor Education and Protection Fund. Further Equity Shares inrespect of which dividend has not been encashed by the Members during the last sevenyears from the date of transfer to the unpaid dividend account of the Company has beentransferred to the designated Suspense Account as prescribed by the IEPF Authority duringthe year.
Details of the unpaid and unclaimed dividend amount lying with theCompany as on 31st March 2020 have been uploaded on the Company's website(https://www.safaribags.com/investors-relations/unclaimed-unpaid-dividends/) and also onthe website of the Ministry of Corporate Affairs.
On the recommendation of the Nomination Remuneration and CompensationCommittee the Board of Directors of the Company had appointed Mr. Gaurav Sharma(DIN:03311656) as an Additional Director Non-Executive Non-Independent Director of theCompany w.e.f. 13th May 2021 subject to approval of the Members at the ensuingAnnual General Meeting("AGM").
The aforesaid appointment with a brief profile and other relatedinformation of Mr. Gaurav Sharma forms part of the Notice convening the ensuing AGM andthe Directors recommend the same for your approval.
b) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Act and theCompany's Articles of Association Mr.Anuj Patodia Director (DIN:00026458) of the Companyis liable to retire by rotation at the ensuing AGM.
Mr. Anuj Patodia has intimated the Company that he does not intend tooffer himself for the re-appointment in the ensuing AGM and the vacancy so caused on theBoard of the Company be not filled-up.
c) INDEPENDENT DIRECTORS:
The current term of Mr.Rahul Kanodia Non-Executive IndependentDirector of the Company expires on 11th August 2021.On the recommendation ofthe Nomination Remuneration and Compensation Committee the Board of Directors of theCompany has re-appointed Mr.Rahul Kanodia (DIN: 00075801) as Non-Executive IndependentDirector of the Company for a further period of 5 years w.e.f. 12th August 2021subject to approval of the Members at the ensuing AGM.
The aforesaid re-appointment with a brief profile and other relatedinformation of Mr. Rahul Kanodia forms part of the Notice convening the ensuing AGM andthe Directors recommend the same for your approval. During the year under review pursuantto Section 134(3)(d) of the Act declarations were received from all Independent Directorsof the Company confirming that they fulfill the "criteria of independence"specified in Section 149(6) of the Act and Regulation 16(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Terms and conditions of appointment of Independent Directors are placedon the website of the Company at https://www.safaribags.com/investors-relations/toaoid/
d) KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Act thefollowing are the Key Managerial Personnel of the Company:
|1. Mr. Sudhir Jatia ||Managing Director |
|2. Mr. Vineet Poddar ||Chief Financial Officer |
|3. Mr. Rameez Shaikh ||Company Secretary |
During the year under review the Board of Directors in their meetingheld on 12th February 2021 and the Member of the Company in the Extra OrdinaryGeneral Meeting held on 19th March 2021 re-appointed Mr. Sudhir Jatia (DIN:00031969) Managing Director of the Company for further period of five years commencingfrom 18th April 2021 till 17th April 2026.
e) NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Policy on Directors' Appointment andRemuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Section 178 (3) of the Act.The remuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
The said Policy lays down the guidelines to be followed in relation to:
A. Appointment of the directors and key managerial personnel of theCompany;
B. Fixation of the remuneration of the directors key managerialpersonnel and other employees of the Company: and
C. Evaluation of performance of directors key managerial personnel andother employees of the Company.
The objective of this Policy is to inter-alia:
A. Attract recruit and retain good and exceptional talent; B. Listdown the criteria for determining the qualifications positive attributes and independenceof the directors of the Company;
C. Ensure that the remuneration of the directors key managerialpersonnel and other employees is performance driven motivates them recognises theirmerits and achievements and promotes excellence in their performance;
D. Motivate such personnel to align their individual interests with theinterests of the Company and further the interests of its stakeholders;
E. Ensure a transparent nomination process for directors with thediversity of thought experience knowledge perspective and gender in the Board; and
F. Fulfill the Company's objectives and goals including in relation togood corporate governance transparency and sustained long-term value creation for itsstakeholders.
The Nomination and Remuneration Policy of the Company can be viewed onwebsite of the Company at https://www.safaribags.com/investors-relations/policies/
f) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THATOF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year under review performance evaluation of the Board as awhole its Committees and Individual Directors have been carried out as per the provisionsof the Act. All Independent Directors of the Company at their meeting held on 12thFebruary 2021 have evaluated the performance of the Board as a whole Committees of Boardthe Chairman of the Company and the Non-Independent Directors as per the criteria adoptedby the Nomination Remuneration and Compensation Committee and the Board.
The performance evaluation of the Board was based on various parameterssuch as qualification of Board Members their diversity of experience and backgroundwhether the Members of the Board met all applicable independence requirements sufficientnumber of Board meetings and Committee meetings etc. The performance of the individualDirectors was evaluated on parameters such as qualifications experience independenceparticipation in Board Meetings and Committee Meetings etc.
The evaluation of the Independent Directors was carried out by theentire Board excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.
g) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR:
During the year under review the Board of Directors have held five(5)Board meetings. The details of the Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report which is annexed as Annexure A.
h) COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprisesof the following members as on 31st March 2021:
Name of Member
|1 Dr. Shailesh Mehta - Chairman ||Independent |
|2 Mr. Punkajj Lath ||Independent |
|3 Mr. Dalip Sehgal ||Independent |
|4 Mr. Piyush Goenka ||Non-Executive Non-Independent |
Recommendations of the Audit Committee not accepted by the Board ofDirectors of the Company along with the reasons thereof : None
8. CORPORATE GOVERNANCE REPORT:
As per the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Corporate Governance Report together with a Certificate from M/s.Ninad Awachat & Associates Practicing Company Secretaries confirming compliancethereto is enclosed with the Corporate Governance Report which is annexed as AnnexureA.
In compliance with the requirements of Regulation 17 (8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a certificate from theManaging Director and Chief Financial Officer of the Company was placed before the Board.The same is enclosed as a part of the Corporate Governance Report. All the Board Membersand Senior Management Personnel of the Company had affirmed compliance with the Code ofConduct for Board and Senior Management Personnel. A declaration to this effect dulysigned by the Managing Director is enclosed as a part of the Corporate Governance Report.
9. PARTICULARS OF EMPLOYEES:
The information pursuant to Section 197(12) of the Act and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure B and forms part of this Report.
The statement containing particulars of remuneration of employees asrequired under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure C of this Report.
In terms of Section 136(1) of the Act the Annual Report is being sentto the Members excluding the aforesaid Annexure C. This Annexure will be availableon the website of the Company 21 days prior to the date of the AGM. The information isalso available for inspection by the Members at the Registered Office of the Companyduring business hours on all working days except Saturdays Sundays and Public Holidays upto the date of the AGM. Any Member desirous of obtaining a copy of the said Annexure maywrite to the Company Secretary at the Registered Office Address and/or send an E-mail email@example.com
10. SAFARI EMPLOYEE STOCK OPTION SCHEME 2016:
Presently the Company has Employee Stock Option (ESOP) Scheme namelySafari Employee Stock Option Scheme 2016 ("the Scheme") which helps the Companyto retain and attract the right talent. The Nomination Remuneration and CompensationCommittee monitors the Company's ESOP scheme.
There are no changes in the Scheme and the Scheme is in compliance withthe SEBI (Share Based Employee Benefits) Regulations 2014.
The disclosures required under the SEBI (Share Based Employee Benefits)Regulations 2014 are available on the website of the Company athttps://www.safaribags.com/investors-relations/annual-reports/
11. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THEACT:
The Directors hereby confirm:
a) that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.
b) that they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period.
c) that they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act 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 concernbasis.
e) that they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively.
f) that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
M/s Lodha & Co. Chartered Accountants (Firm Registration No.301051E) was appointed as Statutory Auditors of the Company for the period of five yearscommencing from the conclusion of 37th AGM till the conclusion of 42ndAGM of the Company.
The Auditor's Report does not contain any qualification reservation oradverse remark.
13. INTERNAL AUDITORS:
Based on the recommendation of the Audit Committee of the Company theBoard of Directors of the Company had appointed M/s. Moore Singhi Advisors LLP (earlierknown as M/s. Moore Stephens Singhi Advisors LLP)as the Internal Auditors of the Company.
14 SECRETARIAL AUDIT REPORT:
In accordance with the provisions of Section 204 of the Act 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 2020-21.
The Report of the Secretarial Auditor is annexed hereto as AnnexureD. The said Report contains no qualification or adverse remark except one reservationas follows: During the year under review BSE limited and National Stock Exchange of IndiaLimited had issued notice to the Company for non-compliance with Regulation 29 (2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with respect to itsBoard Meeting held on 12th February 2021 and subsequently both stock exchangeshave levied fine on the Company of Rs. 10000/- each exclusive of taxes.
On which the Company clarified to the Secretarial Auditor that:
The Company had given prior intimation under regulation 29 (2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that themeeting of the Board of Directors of the Company is scheduled on 12th February2021 inter alia to consider and approve amongst other matters the Un-auditedStandalone and Consolidated Financial Results of the Company for the quarter and ninemonths ended 31st December 2020.
Accordingly the meeting of the Board was held on 12thFebruary 2021 and the Board approved the Un-audited Standalone and Consolidated FinancialResults of the Company for the quarter and nine months ended 31st December 2020and the outcome of the same was disclosed to the Stock Exchanges.
In addition the Company had disclosed the following in theoutcome of Board Meeting disclosed to the Stock Exchanges on 12th February2021: "Augmenting long term resources of the Company and accordingly has authorizedthe management of the Company to explore various fund raising options upto Rs. 100 Croresby way of issuance of shares and/or debt security/ies or any combinations thereof as maybe deemed necessary and place for the consideration of the Board and if required theapproval of the Shareholders as may be applicable"
During course of the discussion on the results shortfall inlong term resources was identified by the Board and subsequently the Board advised themanagement to explore various options for raising long term resources. The disclosure madein the outcome of Board meeting to the Stock Exchanges was about exploring various optionsfor raising long term resources. The Board never considered any proposals for raisingfunds at its meeting held on 12th February 2021. The fund raising proposal wasconsidered at a Board Meeting held on 23rd February 2021 for which the Companyhad given prior intimation on 18th February 2021 in terms of Regulation 29(2)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Therefore it was reiterated that the Board had only advised themanagement to explore various options including long term loan from banks or financialinstitution or raising of funds by other means. The Company had not identified anyinvestor for raising of funds in the meeting held on 12th February 2021 norreceived any letter of intent from any investor for investment in the Company. The Companyhad not signed any definitive agreements or memorandum of understanding with any investor.
As on date of this report the Company has paid the fine tocomply with said notice requirement and simultaneously filed an application for waiver offine and the same is pending before the Stock Exchanges.
15. ACCOUNTING TREATMENT:
The Accounting Treatment is in line with the applicable IndianAccounting Standards (IND-AS) recommended by the Institute of Chartered Accountants ofIndia and prescribed by the Central Government.
The Consolidated Financial Statements of the Company include theFinancial Statements of Safari Lifestyles Limited the wholly owned subsidiary of theCompany for the financial year 2020-21. The Financial Statements of Safari LifestylesLimited are also placed on the website of the Company. Any Member desirous of obtaining acopy of the said Financial Statements may send an E-mail to the Company Secretary firstname.lastname@example.org for the same. The Report on the performance and financial position ofSafari Lifestyles Limited in Form AOC-1 pursuant to first proviso to Sub-section (3) ofSection 129 of the Act and Rule 5 of Companies (Accounts) Rules 2014 is annexed to thisReport as Annexure E.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:
The Board of Directors has adopted a Policy on Internal FinancialControls to ensure orderly and efficient conduct of the business of the Company includingthe Company's policies. The said Policy is adequate and is operating effectively.
18. RISK MANAGEMENT POLICY:
The Company has adopted a Policy on Risk Management the brief of thesame is disclosed in the Corporate Governance Report annexed as Annexure A to thisreport.
19. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All the related party transactions entered by the Company during theyear under review were in the ordinary course of business on arm's length basis and inaccordance with the provisions of the Act read with the Rules issued thereunder and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There are nomaterial related party transactions during the year under review.
Accordingly no transactions are being reported in Form AOC-2 in termsof Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
20. VIGIL MECHANISM / WHISTLE BLOWERS POLICY:
The Company believes in conducting its affairs in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour. In order to achieve the same the Company has formulateda Whistle Blowers Policy to provide a secure environment and to encourage all employeesand Directors of the Company Members customers vendors and/ or third partyintermediaries to report unethical unlawful or improper practices acts or activities inthe Company and to prohibit managerial personnel from taking any adverse action againstthose employees who report such practices in good faith.
The Policy has been uploaded on the website of the Company athttps://www.safaribags.com/investors-relations/policies/
21. PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186 OFTHE ACT:
During the year under review the Company has not given any loans orguarantees. Details of investments made are given in Notes to the Standalone FinancialStatements.
22. ANNUAL RETURN:
The Annual Return for financial year 2020-21 has been uploaded on thewebsite of the Company at https:// www.safaribags.com/investors-relations/annualreturn/
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:
The impact of COVID-19 on the Financial Statements of the Company hasbeen given in the Notes to Financial Statements for the year ended 31st March2021 and the Company's response to the situation arising due to this pandemic has beenexplained in the Management Discussion and Analysis which forms part of the AnnualReport. During the year under review Subscription Agreement dated 23rdFebruary 2021 was executed amongst the Company its Promoters (Mr. Sudhir Mohanlal Jatiaand Safari Investments Private Limited) and the Investor in relation to the investment ofan aggregate amount of Rs. 750000300/- by way of subscription of 1315790 CCDs of aface value of Rs. 570/- each by the Investor.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Details on Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo etc. are given in the Annexure F hereto and forms partof this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed as Annexure G forming part of this Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has adopted a CSR Policy in accordance with the provisionsof Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)Rules 2014. The same is available on the website of the Company athttps://www.safaribags.com/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 as Annexure H forming part of this Report.
28. BUSINESS RESPONSIBILITY REPORT:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Business Responsibility Report for the year under review is annexedas Annexure I forming part of this Report.
29. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The information required as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 is provided in the CorporateGovernance Report that is annexed as Annexure A forming part of this Report. ThePolicy for Prevention of Sexual Harassment of Women at Workplace has been uploaded on thewebsite of the Company at https://www.safaribags.com/investors-relations/policies/
30. DIVIDEND DISTRIBUTION POLICY:
In compliance with Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015the Dividend Distribution Policy formulated bythe Company is available on the website of the Company athttps://www.safaribags.com/investors-relations/policies/
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/ events during the year underreview:
a) Details relating to deposits covered under Chapter V of the Act.
b) Change in nature of Company's business.
c) Details of significant and material orders passed by Regulators orCourts or Tribunals impacting the going concern status and the Company's operations infuture.
d) No material fraud has been reported by the Auditors to the AuditCommittee of the Board.
Your Directors wish to place on record their appreciation for thededicated services of the employees of your Company at all levels. Further the Directorswould also like to express their gratitude for the continued support of all thestakeholders and last but not the least our valued Members for all their support andtrust reposed in the Company.
| || |
ON BEHALF OF THE BOARD OF DIRECTORS
| || |
For SAFARI INDUSTRIES (INDIA) LIMITED
| || |
|Chairman & Managing Director |
Date: 13th May 2021