You are here » Home » Companies » Company Overview » Swastik Safe Deposit & Investments Ltd

Swastik Safe Deposit & Investments Ltd.

BSE: 501386 Sector: Financials
NSE: N.A. ISIN Code: INE094R01019
BSE 05:30 | 01 Jan Swastik Safe Deposit & Investments Ltd
NSE 05:30 | 01 Jan Swastik Safe Deposit & Investments Ltd

Swastik Safe Deposit & Investments Ltd. (SWASTIKSAFEDEP) - Director Report

Company director report

Dear Shareholders

Your Directors present their 78th Annual Report on the affairs of the Company for the year ended 31st March 2019 together with the Audited Statement of Accounts.

FINANCIAL HIGHLIGHTS

(In Rs.)
WORKING RESULTS2018-192017-18
Total Income1470034916518483
Total Expenses47104494760895
Profit before Tax998990011757588
Tax Expenses:
Current Tax22933064155000
Deferred Tax(14373)(6433)
Profit for the Year77109677596155

DIVIDEND / TRANSFER TO RESERVES

The Directors have recommended a dividend of Re. 1/- per share i.e. @ 10% (same as previous year) on 240000 Equity Shares of Rs.10/- each for the financial year ended 31st March 2019. The dividend if approved by the members at the forthcoming Annual General Meeting shall be paid to the eligible members.

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

An amount of Rs. 1542193/- was transferred to reserves during the year.

OPERATIONS REVIEW

Total Income for the FY2019 was at Rs. 14700349/- as against Rs. 16518483/- for FY2018. Total Expenses for FY2019 were Rs. 4710449/- as against Rs. 4760895/- for FY2018. The Company has PBT of Rs. 9989900/- for FY2019 as compared to Rs. 11757588/- for FY2018.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31st March 2019 is given in the Management 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 with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required.

SIGNIFICANT EVENTS DURING FY 2019

Pursuant to the order passed by the Hon'ble National Company Law Tribunal Mumbai Bench Mumbai bearing No. C.P. CAA/2012/MB/2018 dated 30/08/2018 for sanctioning the Scheme of Merger (by Absorption) of Piramal Texturising Private Limited and Vulcan Investments Private Limited and Piramal Corporate Services Limited with Nicholas Piramal Pharma Private Limited (now known as Piramal Corporate Services Private Limited) ('PCSPL') and their respective shareholders Piramal Corporate Services Limited a Promoter Group Company holding 178535 equity shares carrying 74.39% voting rights of our Company has been merged/amalgamated with PCSPL another Promoter Group Company.

The scheme has come into effect from 27th September 2018 and Piramal Corporate Services Limited ceased to exist from the said date. Accordingly in terms of the above NCLT Order and Scheme of Merger (by Absorption) all the 178535 (74.39%) equity shares held by Piramal Corporate Services Limited have now stood vested in PCSPL. Both Piramal Corporate Services Limited and PCSPL are part of the Promoter Group Company. Please note that there is change only in the shareholder of the Company and there is no change in the control and the Promoter of the Company.

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 DIRECTORS

In accordance with the provisions of the Companies Act 2013 Ms. Nandini Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

In line with the provisions of Section 149 and other applicable provisions of the Companies Act 2013 including the rules made thereunder and the erstwhile Listing Agreement approval of shareholders is also being sought for the re-appointment of Mr. Chandrakant M Khetan and Mr. Surendra Kabra Independent Directors of the Company for a second term of 5 (Five) consecutive years to hold office with effect from 1st April 2019 and 1st April 2020 respectively which the Board recommends.

MANAGER

Mr. Amol Patade was appointed as manager w.e.f. 1st December 2018 for a period of 3 years. Approval of the members is being sought at the ensuing AGM for his appointment as Manager and Key Managerial Personnel ('KMP') of the Company.

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI LODR').

BOARD EVALUATION

The Board has carried out the Annual evaluation of performance of all Directors. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria 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. The required details are given in the Report on Corporate Governance which forms part of this Annual Report.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report forming art of the Annual Report.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company www.theswastiksafedeposit. in. There were no complaints during the year under review.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications positive attributes and independence of Directors. The Board has also formulated a Policy relating to remuneration of Directors members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are annexed herewith as Annexure - B. Contents of the policy is also available on the Company's website of www.theswastiksafedeposit.in

The Composition of Nomination and Remuneration Committee is given in the Report of Corporate Governance forming part of the Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantee and investments have been disclosed in the financial 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 of Directors of the Company or any Committee thereof.

Commission to MD/WTD: The Company does not have MD/WTD.

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 Rules made there under the Company has appointed M/s. N. L. Bhatia and Associates Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as Annexure - C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated under SEBI LODR forms part of the Annual Report.

The requisite Certificate from Mr. N. L. Bhatia Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI LODR is attached to the Corporate Governance Report and forms part of the Annual Report.

RISK MANAGEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

STATUTORY AUDITORS AND AUDITORS REPORT

In Compliance with the provisions of Section 139 and other applicable provisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014(including any statutory modification(syre-enactment(s)/amendment(s) thereof for the time being in force) M/s D. Dadheech & Co. Chartered Accountants Mumbai (Firm Registration No. 101981W) were appointed as Statutory Auditors at the 76th Annual General Meeting of the Company held on 17thJuly 2017 to hold office for a term of Three (3) consecutive years from the conclusion of the 76T Annual General Meeting until the conclusion of the 79th Annual General Meeting subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However with the Notification dated May 7 2018 issued by the Ministry of Corporate Affairs ('MCA') the first proviso to section 139(1) of the Companies Act 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly as per the Companies (Amendment) Act 2017 ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

The Auditors Report for the financial year ended 31st March 2019 does not contain any qualification reservation or adverse remark on the financial statements and no frauds have been reported by the Auditors.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

 DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual financial statements the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and its Profit for the year ended on that date;

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

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

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

(vi) the Directors have devised proper systems to ensure compliance with the provisions of 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 been such that disclosure of the particulars required with respect to the conservation of energy and technology absorption in terms of section 134 (3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable.

(b) Foreign Exchange Earnings & Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2018-19 is enclosed as Annexure - D to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no Related Party Transactions during the year under review. Contents of the Policy on Related Party Transaction is available on the Company's website www.theswastiksafedeposit.com.

DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a gender neutral policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year under review there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following 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 neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

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

3. No significant or material orders were passed by the Regulators or Courts or Tribunals 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. No stock options are in force as on date. Hence there are no disclosures required to be made pursuant 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 limits laid down under Section 197(12) of the Companies Act 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

6. There were no material changes and commitments affecting the financial position of the Company between the end of Financial year i.e. March 31 2019 till the date of the Report.

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

ACKNOWLEDGEMENTS

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

By Order of the Board
Khushru B. JijinaSunil Adukia
Place: MumbaiDirectorDirector
Date: 27th May 2019DIN - 00209953DIN - 00020049

ANNEXURE-B

NOMINATION POLICY

I. Preamble

The Nomination and Remuneration Committee (NRC) of The Swastik Safe Deposit & Investments Limited (the Company)has adopted the following policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management.

This policy is framed in compliance with the applicable provisions of Part D of the Schedule II of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations 2015 entered by the Company with the Stock Exchanges and Section 178 and other applicable provisions of the Companies Act 2013.

II. Criteria for identifying persons for appointment as Directors and Senior Management

A. Directors

1. Candidates for Directorship should possess appropriate qualifications skills and expertise in one or more fields of finance law general corporate management information management financial services and other disciplines as may be identified by the NRC and/or the Board from time to time that may be relevant to the Company's business.

2. Such candidates should also have a proven record of professional success.

3. Every candidate for Directorship on the Board should have the following positive attributes:

a) Possesses a high level of integrity ethics credibility and trustworthiness;

b) Ability to handle conflict constructively and possess the willingness to address critical issues proactively;

c) Is familiar with the business of the Company and the industry in which it operates and displays a keen interest in contributing at the Board level to the Company's growth;

d) Possesses the ability to bring independent judgment to bear on the Board's deliberations especially on issues of strategy performance risk management and resource planning;

e) Displays willingness to devote sufficient time and attention to the Company's affairs;

f) Values Corporate Governance and possesses the skills and ability to assist the Company in implementing good corporate governance practices;

g) Possesses leadership skills and is a team player;

4. Criteria for Independence applicable for selection of Independent Directors:

a) Candidates for Independent Directors on the Board of the Company should comply with the criteria for Independence as stipulated in the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended or re-enacted or notified from time to time. Such candidates should also comply with other applicable regulatory requirements relating to Independence or as may be laid down by the Board from time to time.

b) Such Candidates shall submit a Declaration of Independence to the NRC / Board initially and thereafter annually based upon which the NRC / Board shall evaluate compliance with this criteria for Independence.

5. Change in status of Independence

Every Independent Director shall be required to inform the NRC / Board immediately in case of any change in circumstances that may put his or her independence in doubt based upon which the NRC / Board may take such steps as it may deem fit in the best interest of the organization.

B. Members of Senior Management

1. For the purpose of this Policy the term 'Senior Management' means all executives of the Company who are heading any business or function of the Company.

2. The eligibility criteria for appointments to Senior Management and continuity thereof shall include integrity and ethics in addition to possessing qualifications expertise experience and special competencies relevant to the position for which purpose the executive is being or has been appointed.

3. Any candidate being considered for the post of senior management should be willing to comply fully with the Swastik-Code of Conduct for Senior Management Swastik - Code of Conduct for Prevention of Insider Trading and other applicable policies in force from time to time.

III. Process for identification & shortlisting of candidates

A. Directors

1. The NRC shall identify the need for appointment of new Directors on the Board on the basis of the evaluation process for Board as a whole and of individual Directors or as it may otherwise determine.

2. Candidates for Board membership maybe identified from a number of sources including but not limited to past members of the Board and Directors database.

3. NRC shall evaluate proposals for appointment of new Directors on the basis of qualification criteria and positive attributes referred to hereinabove and make its recommendations to the Board.

B. Members of Senior Management

1. The NRC shall consider the recommendations of the management while evaluating the selection of executives in senior management. The NRC may also identify potential candidates for appointment to Senior Management through referrals and recommendations from past and present members of the Board or from such other sources as it may deem fit and proper.

2. The NRC shall evaluate proposals for appointments to Senior Management on the basis of eligibility criteria referred to hereinabove and such other criteria as it may deem appropriate.

3. Based on such evaluation the NRC shall shortlist the desired candidate and make its recommendations to the Board for appointment.

IV. Removal

A. Directors

1. If a Director incurs any disqualification mentioned under the Companies Act 2013 or any other applicable law regulations or statutory requirements the NRC may recommend to the Board with reasons recorded in writing the removal of the said Director subject to the provisions of and compliance with the statutory provisions.

2. Such recommendations may also be made on the basis of performance evaluation of the Directors or as may otherwise be thought fit by the NRC.

B. Members of Senior Management

1. The NRC shall consider the recommendations of the management while making to the Board for dismissal / removal of those in Senior Management.

2. Such recommendations may also be made on the basis of performance evaluation of members of Senior Management to the extent applicable or as may otherwise be thought fit by the NRC.

V. Review

1. The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that may be required to this Policy to the Board for consideration and approval.

REMUNERATION POLICY

I. Preamble

1. The Nomination and Remuneration Committee (NRC) of The Swastik Safe Deposit & Investments Limited (the Company) has adopted the following policy and procedures with regard to remuneration of Directors Key Managerial Personnel and other employees.

2. The Remuneration Policy ('Policy') is framed in compliance with the applicable provisions of the SEBI Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations 2015 Section 178 and other applicable provisions if any of the Companies Act 2013.

II. Remuneration to Directors

A. Non-Executive/ Independent Directors:

The Non-Executive / Independent Directors are entitled to the following:

1. Sitting Fees: Presently there is no sitting fees payable to the Non-Executive / Independent Director. The NonExecutive / Independent Director may however receive remuneration in the form of sitting fees for attending meetings of Board or Committee thereof of the Company and its subsidiaries where such Director may be so appointed as may be decided by the Board from time to time. Provided that the amount of such fees shall not exceed such amount per meeting as may be prescribed by the Central Government from time to time.

2. Commission: Commission may be paid to Independent Directors as may be decided by the Board from time to time subject to availability of profits and compliance with applicable regulatory requirements.

B. Remuneration to Whole - Time Directors

1. The remuneration to be paid to the Whole - Time Directors shall be in compliance with the applicable regulatory requirements including such requisite approvals as required by law.

2. The Committee may recommend increments to the Board which shall be within applicable regulatory limits.

3. The Board may at the recommendation of the NRC and at its discretion may consider the payment of such additional remuneration within the framework of applicable laws and regulatory requirements.

III. Remuneration to Key Managerial Personnel Senior Management and Other Employees

Remuneration to Key Managerial Personnel Senior Management and other employees shall be as per the Company's policy in force from time to time and incompliance with applicable regulatory requirements. Total remuneration comprises:

 Fixed Salary;

 Perquisites as per Company Policy;

 Retirement benefits as per Company Rules and statutory requirements;

 Performance linked incentive (on an annual basis) based on the achievement of pre-set KRAs and long-term incentives based on value creation.

IV. Disclosure

As per existing applicable regulatory requirements the Remuneration Policy shall be disclosed in the Board's Report.

V. Review

The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that maybe required to this Policy to the Board for consideration and approval.

   

.