Your Directors are pleased to present the Thirty Eighth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended as on 31st March 2018.
1. STATE OF AFFAIRS OF THE COMPANY:
|a) FINANCIAL RESULTS: || || || ||(Rs in Lakh) |
| || |
|Particulars || || || || |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from operations ||41808.54 ||35116.81 ||42022.25 ||35242.32 |
|Other income ||154.79 ||109.53 ||154.88 ||109.53 |
|Total revenue ||41963.33 ||35226.34 ||42177.13 ||35351.85 |
|Expenses ||38628.41 ||33607.09 ||38794.80 ||33707.94 |
|Profit before exceptional items and taxation ||3334.92 ||1619.25 ||3382.33 ||1643.91 |
|Exceptional items ||- ||89.06 ||- ||89.06 |
|Profit before tax ||3334.92 ||1530.19 ||3382.33 ||1554.85 |
|Tax expenses ||1213.97 ||524.00 ||1228.51 ||536.45 |
|Profit after tax ||2120.95 ||1006.19 ||2153.82 ||1018.40 |
|Other comprehensive income ||(29.59) ||(45.05) ||(29.59) ||(45.05) |
|Total comprehensive income for the period ||2091.36 ||961.14 ||2124.23 ||973.35 |
The above is an extract from the financial statements prepared in accordance with theIndian Accounting Standards as notified under section 133 of the Companies Act 2013 readwith Companies (Indian Accounting Standards) Rules 2015.
b) PERFORMANCE REVIEW: Standalone:
The total revenue of the Company for the financial year 2017-18 stood at ` 41963.33Lakh as against last year's` 35226.34 Lakh a growth of 19.12%. Profit before tax were at` 3334.92 Lakh as against last year's ` 1530.19 Lakh a growth of 117.94%. The totalcomprehensive income was ` 2091.36 Lakh as against ` 961.14 Lakh of the previous year.
As on 31st March 2018 the Reserves and Surplus of the Company were at `16800.34 Lakh.
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 total revenue of the Company for the financial year 2017-18 stood at ` 42177.13Lakh as against last year's` 35351.85 Lakh a growth of 19.31%. Profit before tax were at` 3382.33 Lakh as against last year's ` 1554.85 Lakh a growth of 117.53%. The totalcomprehensive income was ` 2124.23 Lakh as against ` 973.35 Lakh of the previous year.
Highlights on the performance of Safari Lifestyles Ltd & its contribution to theoverall performance of the Company:
The total revenue of the Safari Lifestyles Ltd for the financial year 2017-18 stood at` 1081.59 Lakh as against last year's ` 1364.40 Lakh. Profit before tax were at ` 51.42Lakh as against last year's ` 40.16 Lakh. The total comprehensive income was ` 36.88 Lakhas against ` 27.71 Lakh of the previous year.
A detailed analysis on the operations of the Company during the year under report andoutlook for the current year is included in the Management Discussion and Analysis Reportforming part of this Annual Report.
The Board of Directors are pleased to recommend for your consideration a dividend of `0.50 per equity share of ` 2/- each (previous year ` 2/- per equity share of ` 10/- each)for the financial year 2017-18.
The total payout if the dividend is approved by the Members at the Meeting will be `134.38 Lakh including dividend distribution tax of ` 22.91 Lakh.
3. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2017-18.
4. SHARE CAPITAL:
During the year under review the Company has issued 1250000 equity of ` 2/- each toMalabar India Fund Limited and 250000 equity shares of ` 2/- each to Malabar Value Fundby way of preferential issue. Accordingly the paid up Equity Share Capital as on March31 2018 stood at ` 44500000.
5. TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND:
In accordance to the applicable provisions of Section 124 and 125 of the Companies Act2013 and Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 and amendments hereof the relevant dividend amounts which remainunpaid and unclaimed for a period of seven years have been transferred to the InvestorEducation and Protection Fund. Further shares in respect of which dividend has not beenencashed by the Members during the last seven years from the date of transfer to theunpaid dividend account of the Company has been transferred to the designated SuspenseAccount as prescribed by the IEPF Authority during the year. All unclaimed and unpaiddividend amount relating to the financial year 2010-11 will be transferred to the InvestorEducation and Protection Fund by 4th October 2018. Members are requested toencash their dividend immediately before it is transferred to the IEPF.
Details of the unpaid and unclaimed dividend amount lying with the Company as on 30thAugust 2017 have been uploaded on the Company's website (www.safari.in) and also on thewebsite of the Ministry of Corporate Affairs.
a) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Piyush Goenka Director (holding DIN:02117859)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.Piyush Goenka forms part of the Notice convening the ensuing Annual General Meeting andthe Directors recommend the same for your approval.
b) 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 c) KEYMANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Companies Act 2013 thefollowing are the Key Managerial Personnel of the Company
|Sr no. ||Name ||Designation |
|1. ||Mr. Sudhir Jatia ||Chairman and Managing Director |
|2. ||Mr. Vineet Poddar ||Chief Financial Officer |
|3. ||Ms. Jigna Parikh (upto 9th February 2018) ||Company Secretary |
|4. ||Mr. Rameez Shaikh (from 10th February 2018) ||Company Secretary |
d) 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 available on the website of the Company athttps://www.safari.in/corporate/investors-relations/policies e) MANNER OF FORMALEVALUATION 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 on9th February 2018 have evaluated the performance of the Board as a wholeCommittees of Board the Chairman of the Company and the Non Independent Directors as perthe criteria adopted by the Board.
The performance evaluation of the Board was based on various parameters such asqualification of Board Members their diversity of experience and background whether theMembers of the Board met all applicable independence requirements sufficient number ofBoard meetings 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.
f) 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 are provided in theCorporate Governance Report which is annexed as Annexure A.
g) 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 ||Non-Executive Non-Independent |
Recommendations of the Audit Committee not accepted by the Board of Directors of theCompany along with the reasons thereof : None
7. 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.
8. 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 Annual Report is being sent to the Membersexcluding the aforesaid Annexure C. This Annexure shall be made available on thewebsite of the Company 21 days prior to the date of the Annual General Meeting ('AGM').The information is also available for inspection by the Members at the Registered Officeof the Company during business hours on all working days except Saturdays Sundays andPublic Holidays up to the date of the AGM. Any Member desirous of obtaining a copy of thesaid Annexure may write to the Company Secretary at the Registered Office Address.
9. SAFARI EMPLOYEE STOCK OPTION SCHEME 2016:
Presently the Company has Employee Stock Option (ESOP) Scheme namely Safari EmployeeStock Option Scheme 2016 ("the Scheme") which helps the Company to retain andattract the right talent. The Nomination Remuneration and Compensation Committee monitorsthe Company's ESOP scheme.
There are no changes in the Scheme and the Scheme is in compliance with the SEBI (ShareBased Employee Benefits) Regulations 2014.
The disclosures required under the SEBI (Share Based Employee Benefits) Regulations2014 are available on the website of the Company athttps://www.safari.in/corporate/investors-relations/policies
10. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE COMPANIES ACT2013:
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 takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities. d) that theyhave prepared the annual accounts on a going concern basis. e) that they have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively. f) that they have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
At the 37th Annual General Meeting held on 30th August 2017 M/s.Lodha & Co. Chartered Accountants (Firm Registration No. 301051E) were appointed asStatutory Auditors of the Company to hold office for a term of 5 years commencing from theconclusion of 37th Annual General Meeting till the conclusion of 42ndAnnual General Meeting subject to ratification of appointment by the Members of theCompany in each Annual General Meeting.
The Companies (Amendment) Act 2017 published in the Gazzette of India on 3rdJanuary 2018 amended few sections of the Companies Act 2013 including ommission of firstproviso to Section 139 (1) of the Companies Act 2013 which provided ratification ofappointment of the Statutory Auditors by the members at every AGM. The amendment to saidSection is effective from 7th May 2018.
In view of the above the Board of Directors of the Company have proposed partitialmodification in the previous resolution of the members passed at 37th AGM ofthe Company on appointment of Statutory Auditors and recommended to continue appointmentof M/s. Lodha & Co. Chartered Accountants (Firm Registration No. 301051E) asStatutory Auditors of the Company for the period of 5 years commencing from the conclusionof 37th AGM till the conclusion of 42nd AGM of the Company withoutseeking any further ratification of their appointment from members at this AGM and ensuingAGMs till the tenure of the Statutory Auditors.
The Auditor's Report does not contain any qualification reservation or adverse remark.
12. INTERNAL AUDITORS:
Based on the recommendation of the Audit Committee of the Company the Board ofDirectors of the Company had appointed M/s. Ernst & Young LLP as the Internal Auditorsof the Company.
13. 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 2017-18.
The Report of the Secretarial Auditor is annexed hereto as Annexure D. The saidReport 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 2017-18. 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 Office.
The Report on the performance and financial position of Safari Lifestyles Ltd in FormAOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act2013 and Rule 5 of Companies (Accounts) Rules 2014 is annexed to this Report as AnnexureE.
The Company has approved a policy for determining material subsidiaries and the same isuploaded on the Company's website athttps://www.safari.in/corporate/investors-relations/policies
15. 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.
16. 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.
17. 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 2018-19.
18. 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 https://www.safari.in/corporate/investors-relations/policiesThe details of the transactions with Related Parties as per Indian Accounting Standard 24are set out in Notes to the Standalone Financial Statements.
19. VIGIL MECHANISM-WHISTLE BLOWERS 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 BlowersPolicy 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
20. PARTICULARS OF LOAN GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
During the year under review the Company has not given any loans or guarantees.Details of investments made are given in Notes to the Standalone Financial Statement.
21. EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return as on 31st March 2018 in terms of Section92(3) of the Companies Act 2013 read with rule 12(1) of the Companies (Management andAdministration) Rules 2014 is annexed herewith as Annexure F.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Details on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo are given in the Annexure G hereto and forms part of this Report.
23. 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.
24. 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 at http://www.safari.in/corporate/investors-relations/policies.
The composition of the CSR Committee is disclosed in the Corporate Governance Reportwhich forms part of the Annual Report. The report on CSR activities undertaken by theCompany for the year under review is annexed to this Report at Annexure I.
25. INDUSTRIAL RELATIONS:
Industrial relations remained cordial throughout the year under review.
26. 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 theyear 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) Changein nature of Company's business. c) Details of significant and material orders passed byRegulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future. d) Material changes and commitments affecting the financialposition of the Company which 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 AuditCommittee of the Board.
Your Directors wish to place on record their appreciation for the dedicated services ofthe employees of your Company at all levels. Further the Directors would also like toexpress their gratitude for the continued support of all the stakeholders and last butnot the least our valued Members 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: 21st May 2018 ||DIN:00031969 |