Dear Shareholders
Your Directors present their SI?* Annual Report on the affairs of the Company for theyear ended 31s' March 2022 together with the Audited Statement of Accounts.
FINANCIAL HIGHLIGHTS
| | (Rs. In Lacs) |
| WORKING RESULTS | 2021-22 | 2020-21 |
| Total Income | 46.05 | 101.02 |
| Total Expenses | 23.3S | 13.3S |
| Profit before Tax | 22.67 | 87.64 |
| Tax Expenses: | | |
| Current Tax | - | 11.S5 |
| Deferred Tax | 4.50 | 11.07 |
| Tax Adjustment of earlier years | 1.42 | - |
| Profit for the Year | 16.75 | 64.72 |
DIVIDEND / TRANSFER TO RESERVES
The Directors have recommended a dividend of Re. 1/- per share i.e. @ 10% (same asprevious year) on 240000 Equity Shares of Rs.10/- each for the financial year ended 31stMarch 2022. The dividend if approved by the members at the forthcoming Annual GeneralMeeting shall be paid to the eligible members.
The Board recommends the above dividend for declaration by the members.
An amount of Rs. 3.35 lacs was transferred to reserves during the year.
SHARE CAPITAL
During the year under review there was no change in the issued and paid-up sharecapital of the Company.
OPERATIONS REVIEW
Total Income for the FY-2022 was at Rs. 46.05 Lacs as against Rs. 101.02 Lacs forFY2021. Total Expenses for FY2022 were Rs. 23.38 Lacs as against Rs. 13.38 Lacs forFY2021. The Company has PBT of Rs. 22.67 Lacs for FY2022 as compared to Rs. 87.64 Lacs forFY2021.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such no amount ofprincipal or interest was outstanding as on the balance sheet date.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A discussion on operations for the year ended 31st March 2022 is given inthe 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 tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required.
ANNUAL RETURN
The Annual Return for FY 2022 is available on the website of the Company at https://www. theswastiksafedeposit.in/investor/ yearly reports.
DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
In accordance with the provisions of the Companies Act 2013 Mr. Narayan Ananthan(DIN: 06575756) will retire by rotation at the ensuing Annual General Meeting ('AGM') andbeing eligible offered himself for re-appointment. The Board recommends his re-appointmentfor the consideration of the Members of the Company at the ensuing AgM.
The Board on recommendation of the Nomination & Remuneration Committee ('NRC') hasappointed Mr. Snehal Arvind Parikh (DIN: 00467965) as an Additional Independent Directorfor a period of sixty (60) months (5 years) with effect from 30th December2021. He holds office up to the date of this Annual General Meeting in terms of Section161 and is eligible to be appointed as an Independent Director of the Company not liableto retire by rotation.
Your Directors recommend the appointment of Mr. Snehal Arvind Parikh as IndependentDirector not liable to retire by rotation.
The Company has received declarations from all its Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Actand Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board theIndependent Director appointed during the year under review is a person with integrityand possess requisite experience expertise and proficiency required under applicable lawsand the policies of the Company.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
BOARD EVALUATION
The Board has carried out the Annual evaluation of performance of all Directors. TheCompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual Directors on the basis of a structured questionnairewhich comprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed their satisfaction with the evaluation process.
BOARD AND COMMITTEE MEETINGS
During the year 5 (Five) Board Meetings were convened and held. The required detailsare 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 andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport forming part of the Annual Report.
The Composition of Audit Committee is given in the Report of Corporate Governanceforming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism for its Directors and Employees toprovide a framework to facilitate responsible and secure reporting of concerns ofunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct & Ethics. The Whistle Blower Policy is posted on the website of the Company"www.theswastiksafedeposit. in". There were no complaints received during theyear under review.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors. The Board has alsoformulated a Policy relating to remuneration of Directors members of Senior Managementand Key Managerial Personnel.
Details of the Nomination and Remuneration Policy are annexed herewith as Annexure - A.Contents of the policy is also available on the Company's website ofwww.theswastiksafedeposit.in
The Composition of Nomination and Remuneration Committee is given in the Report ofCorporate Governance forming part of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantee and investments have been disclosed in thefinancial statements.
MANAGERIAL REMUNERATION
Remuneration to Directors and Key Managerial Personnel
Remuneration to Directors:
The Directors do not receive any sitting fee for attending meetings of the Board ofDirectors of the Company or any Committee thereof.
Commission to MD/WTD: The Company does not have MD/WTD.
Remuneration to Key Managerial Personnel (KMP): No remuneration is paid to any KMP.
Particulars of Employees;
There was no employee in receipt of remuneration prescribed under Section 197 ofCompanies Act 2013 and Rule 5(2) & Rule 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade there under the Company has appointed M/s. N. L. Bhatia & Associates PracticingCompany Secretaries as the Secretarial Auditor of the Company. The Secretarial AuditReport is annexed herewith as 'Annexure - B' and forms an integral part of Report. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkor disclaimer.
A certificate has been received from M/s. N L Bhatia & Associates PractisingCompany Secretaries that none of the Directors on the Board of the Company have beendebarred or disqualified from being appointed or continuing as Directors of the company bythe Securities and Exchange Board of India Ministry of Corporate Affairs or any suchstatutory authority. The certificate is attached as Annexure - C and forms integral partof this Report.
CORPORATE GOVERNANCE CERTIFICATE
The Report on Corporate Governance as stipulated under SEBI LODR forms part of theAnnual Report. The requisite Certificate from Mr. N. L. Bhatia and Associates PracticingCompany Secretaries confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid SEBI Listing Obligations and Disclosure Requirements isattached 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 andmitigate business risk and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objective and enhance the Company's competitiveadvantage. This risk framework thus helps is managing market credit and operationalrisks.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1and SS-2 issued by Institute of Company Secretaries of India and approved by the CentralGovernment under Section - 118 (10) of the Act during the year under Report.
STATUTORY AUDITORS AND AUDITORS REPORT
The Auditors Report does not contain any qualification reservation or adverse remarkor disclaimer on the financial statements for the financial year ended 31s'March 2022 and no frauds have been reported by the Auditors.
The Notes on financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
The Members of the Company at the Annual General Meeting ("AGM") held onDecember 21 2020 had approved the appointment of M/s D. Dadheech & Co. CharteredAccountants Mumbai (Partnership Firm Registration No. 101981W) as the Statutory Auditorsof the Company for a period of 3 (Three) years to hold office from the conclusion of 79thAnnual General Meeting of the Company until the conclusion of 82nd AnnualGeneral Meeting of the Company to be held in the calendar year 2023.
M/s D. Dadheech & Co. Chartered Accountants Mumbai (Partnership Firm RegistrationNo. 101981W) have furnished a certificate of their eligibility and consent under Sections139(1) and 141 of the Act and the Rules framed thereunder for their continuance asStatutory Auditors of the Company for the financial year 2022-23.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the CentralGovernment 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 accountingstandards have been followed along with proper explanation relating to materialdepartures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2022 and itsProfit for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the annual financial statements on a going concernbasis;
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
a) The nature of the activities of the Company during the year under review have beensuch that disclosure of the particulars required with respect to the conservation ofenergy and technology absorption in terms of section 134 (3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are not applicable.
b) Foreign Exchange Earnings & Outgo: Nil
CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on Corporate Social Responsibility ('CSR') for FY 2021-22 containingdetails of CSR Policy composition of CSR Committee CSR projects undertaken and web-linkthereto on the website of the Company as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out in Annexure - C and forms integral part ofthis Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties if any as defined under theCompanies Act 2013 and Regulation 23 of SEBI LODR during the financial year were in theordinary course of business and on an arm's length basis and do not attract the provisionsof Section 188 of the Companies Act 2013. Contents of the Policy on Related PartyTransaction is available on the Company's website www. theswastiksafedeposit.in.
Accordingly disclosure as required under Section 134(3) (h) in the prescribed FormAOC-2 are not applicable.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a gender neutral policy on prevention of sexual harassment atworkplace which is in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committeehas been set up to redress complaints received regarding sexual harassment. During theyear under review there were no cases filed under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
OTHERS
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. The details relating to deposits covered under Chapter V of the Act since neitherhas the Company accepted deposits during the year under review nor were there any depositsoutstanding during the year.
2. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. During the year under review no Stock Options were granted vested or exercised. Nostock options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.
5. There were no material changes and commitments affecting the financial position ofthe Company between the end of Financial year i.e. March 31 2022 till the date of theReport.
6. Company does not have any subsidiary associate or joint venture company.
7. No frauds have been reported by the Auditors as specified under Section 143(12) ofthe Companies Act 2013.
8. During the year under review there are no changes in the nature of businessactivities
ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated service andcontribution to the Company. We also thank our banks business associates and ourshareholders for their continued support to the Company.
| | By Order of the Board |
| Sd/- | Sd/- |
| Place: Mumbai | Narayan Ananthan | Sunil Adukia |
| Date: 26'h May 2022 | Director | Director |
| DIN:06575756 | DIN: 00020049 |
