Safari Industries (India) Ltd.
|BSE: 523025||Sector: Consumer|
|NSE: SAFARI||ISIN Code: INE429E01023|
|BSE 00:00 | 13 Jul||370.55||
|NSE 00:00 | 13 Jul||368.50||
|Mkt Cap.(Rs cr)||828|
|Mkt Cap.(Rs cr)||828.18|
Safari Industries (India) Ltd. (SAFARI) - Director Report
Company director report
Your Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended as on 31st March 2019.
1. STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS:
( Rs. in lakhs)
b) PERFORMANCE REVIEW: Standalone:
The total revenue of the Company for the financial year 2018-19 stood at Rs. 57393.49 lakhs as against last year's Rs. 42057.80 lakhs a growth of 36.46 %. Profit before tax were at Rs. 4059.84 lakhs as against last year's Rs. 3334.92 lakhs a growth of 21.74 %. The total comprehensive income was Rs. 2654.12 lakhs as against Rs. 2091.36 lakhs of the previous year.
As on 31st March 2019 the Reserves and Surplus of the Company were at Rs. 19547.92 lakhs.
The total revenue of the Company for the financial year 2018-19 stood at Rs. 57895.80 lakhs as against last year's Rs. 42271.59 lakh a growth of 36.96 %. Profit before tax were at Rs. 4097.15 lakhs as against last year's Rs. 3382.33 lakhs a growth of 21.14%. The total comprehensive income was Rs. 2676.80 as against Rs. 2124.23 lakhs of the previous year.
Highlights on the performance of Safari Lifestyles Ltd & its contribution to the overall performance of the Company:
The total revenue of the Safari Lifestyles Ltd for the financial year 2018-19 stood at Rs. 1457.70 lakhs as against last year's Rs. 1081.59 lakhs. Profit before tax were at Rs. 54.82 lakhs as against last year's Rs. 51.42 lakhs . The total comprehensive income was Rs. 40.19 lakhs as against Rs. 36.88 lakhs of the previous year.
A detailed analysis on the operations of the Company during the year under report and outlook for the current year is included in the Management Discussion and Analysis Report forming part of this Annual Report.
The Board of Directors are pleased to recommend for your consideration a dividend of Rs. 0.50 per equity share of Rs. 2/- each (previous year Rs. 0.50 per equity share of Rs. 2/- each) for the financial year 2018-19.
The total payout if the dividend is approved by the Members at the Meeting will be Rs. 134.57 lakhs including corporate dividend tax of Rs. 22.95 lakhs.
3. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2018-19.
4. SHARE CAPITAL:
During the year under review Company's paid-up share capital stood increased from Rs. 44500000/- to Rs. 44651000/-due to issuance of equity shares through ESOP Allotments which were made during the year.
5. TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND:
In accordance to the applicable provisions of Section 124 and 125 of the Companies Act 2013 (the Act) and Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and amendments hereof the relevant dividend amounts which remain unpaid and unclaimed for a period of seven years have been transferred to the Investor Education and Protection Fund. (Further shares in respect of which dividend has not been encashed by the Members during the last seven years from the date of transfer to the unpaid dividend account of the Company has been transferred to the designated Suspense Account as prescribed by the IEPF Authority during the year) Details of the unpaid and unclaimed dividend amount lying with the Company as on 13th August 2018 have been uploaded on the Company's website (www.safaribags.com) and also on the website of the Ministry of Corporate Affairs.
a) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association Mr. Anujj Patodia Director (holding DIN: 00026458) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-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 AGM and the Directors recommend the same for your approval.
b) INDEPENDENT DIRECTORS:
During the year under review declarations were received from all Independent Directors of the Company confirming that they fulfill the criteria of independence specified in Section 149(6) of the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Terms and conditions of appointment of Independent Directors are placed on the website of the Company at https://www.safaribags.com/investors-relations/toaoid/
c) KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company
d) NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Policy on Directors' appointment and remuneration including criteria for determining qualifications positive attributes Independence 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 and Remuneration 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 the Company;
B. Fixation of the remuneration of the directors key managerial personnel and other employees of the Company: and
C. Evaluation of performance of directors key managerial personnel and other employees of the Company.
The objective of this Policy is to inter-alia:
A. Attract recruit and retain good and exceptional talent;
B. List down the criteria for determining the qualifications positive attributes and Independence of the Directors of the Company;
C. Ensure that the remuneration of the Directors key managerial personnel and other employees is performance driven motivates them recognises their merits and achievements and promotes excellence in their performance;
D. Motivate such personnel to align their individual interests with the interests of the Company and further the interests of its stakeholders;
E. Ensure a transparent nomination process for directors with the diversity of thought experience knowledge perspective and gender in the Board; and
F. Fulfill the Company's objectives and goals including in relation to good corporate governance transparency and sustained long-term value creation for its stakeholders.
The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at https://www.safaribags.com/investors-relations/policies/
e) 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 that of its Committees and Individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the Company at their meeting held on 13thFebruary 2019 have evaluated the performance of the Board as a whole Committees of Board the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Nomination Remuneration and Compensation Committee and the Board.
The performance evaluation of the Board was based on various parameters such as qualification of Board Members their diversity of experience and background whether the Members of the Board met all applicable independence requirements sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications experience independence participation in Board Meetings and Committee Meetings etc.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results which reflected the overall engagement 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 four (4) Board meetings. The details of the Board meetings and the attendance of the Directors are provided in the Corporate 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 following members:
7. 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 compliance thereto is enclosed with the Corporate Governance Report which is annexed as Annexure A. In compliance with the requirements of Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a certificate from the Managing 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 Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.
8. PARTICULARS OF EMPLOYEES:
The information pursuant to Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure B and forms part of this Report.
The statement containing particulars of remuneration of employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial 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 sent to the Members excluding the aforesaid Annexure C. This Annexure will be available on the website of the Company 21 days prior to the date of the AGM. The information is also available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays Sundays and Public Holidays up to the date of the AGM. Any Member desirous of obtaining a copy of the said 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 Employee Stock Option Scheme 2016 (the Scheme) which helps the Company to retain and attract the right talent. The Nomination Remuneration and Compensation Committee monitors the Company's ESOP scheme.
There are no changes in the Scheme and the Scheme is in compliance with the 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 at https://www.safaribags.com/investors-relations/annual-reports/
10. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013:
The Directors hereby confirm:
a) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.
b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
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 Company and that such internal financial controls are adequate and are operating effectively.
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
M/s Lodha & Co. Chartered Accountants (Firm Registration No. 301051E) was appointed as Statutory Auditors of the Company for the period of five years commencing from the conclusion of 37th AGM till the conclusion of 42nd AGM of the Company.
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 of Directors of the Company had appointed M/ s. Moore Stephens Singhi Advisors LLP as the Internal Auditors of the Company.
13. SECRETARIAL AUDIT REPORT:
In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/ s. Ninad Awachat & Associates Practicing Company Secretaries (Membership No. 26995 & CP No. 9668) to conduct Secretarial Audit for the financial year 2018-19.
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 statements of Safari Lifestyles Ltd the wholly owned subsidiary of the Company for the financial year 2018-19. The Financial Statements of Safari Lifestyles Limited are also placed on the website of the Company. Any Member desirous of obtaining a copy of the said Financial Statements 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 Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules 2014 is annexed to this Report as Annexure E.
15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board of Directors has adopted a policy on Internal Financial Controls to ensure orderly and efficient conduct of the business of the Company including the Company's policies. The said Policy is adequate and is operating effectively.
16. RISK MANAGEMENT POLICY:
The Company has adopted a policy on Risk Management the brief of the same is disclosed in the Corporate Governance Report annexed as Annexure A to this report.
17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All the related party transactions entered by the Company during the year under review were in the ordinary course of business on arm's length basis and in accordance with the provisions of the Act read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There are no material related party transactions during the year under review.
Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014
18. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:
The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism honesty integrity and ethical behaviour. 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 the Company Members customers vendors and/ or third party intermediaries to report unethical unlawful or improper practices acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith.
The Policy has been uploaded on the website of the Company at https://www.safaribags.com/investors-relations/policies/
19. PARTICULARS OF LOAN GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
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.
20. ANNUAL RETURN:
An extract of the Annual Return as on 31st March 2019 in terms of Section 92(3) of the Act read with rule 12(1) of the Companies (Management and Administration) Rules 2014 is annexed herewith as Annexure F.
The Annual Return for financial year 2017-18 has been uploaded on the website of the Company at https:// www.safaribags.com/investors-relations/annualreturn/
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details on Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo etc. are given in the Annexure G hereto and forms part of this Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as Annexure H forming part of this Annual Report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has adopted a CSR Policy in accordance with the provisions of 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 at https://www.safaribags.com/investors-relations/policies/ The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of the Annual Report. The report on CSR activities undertaken by the Company for the year under review is annexed to this Report at Annexure I.
24. 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 at Workplace (Prevention Prohibition and Redressal) Act 2013 is provided in the Corporate Governance Report that is annexed as Annexure A.
Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events during the year under review:
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 or Courts or Tribunals impacting the going concern status and the Company's operations in future.
d) Material changes and commitments affecting the financial position 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 Audit Committee of the Board.
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further the Directors would also like to express their gratitude for the continued support of all the stakeholders and last but not the least our valued Members for all their support and trust reposed in the Company.