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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 the Company for the year ended 31 Your Directors present their79th Annual Report on the affairs st March 2020 together with theAudited Statement of Accounts.

FINANCIAL HIGHLIGHTS (In Rs.)

WORKING RESULTS 2019-20 2018-19
Total Income 7693475 14700349
Total Expenses 6160469 4710449
Profit before Tax 1533006 9989900
Tax Expenses:
Current Tax (28241) 2293306
Deferred Tax 896082 (14373)
Profit for the Year 665165 7710967

COVID-19 PANDEMIC

The outbreak of Coronavirus (COVID 19) pandemic caused significant disturbance andslowdown of not only in India but also globally. Measures taken by the Government tocontain the spread of the virus including travel bans quarantines social distancingnorms and closure of non-essential services have caused severe disruptions to businessesworldwide resulting in a general economic slowdown. The nationwide lockdown ordered bythe Government has resulted in business operations of the Company. The Company has put inplace significant a Business Continuity Plan to ensure that while prioritizing health andsafety we also remain responsible to our stakeholders including our various customers.The Company took several measures such as disinfecting the offices with sanitizersfumigation cleaning common touch points contact-less attendance systems and to maintainsocial distancing norms.

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 2020. 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 ofRs. 133033/- was transferred to reserves during the year.

OPERATIONS REVIEW

Total Income for the FY2020 was at Rs. 7693475/- as against Rs. 14700349/- forFY2019. Total Expenses for FY2020 were Rs. 6160469/- as against Rs. 4710449/- forFY2019. The Company has PBT of Rs. 1533006/- for FY2020 as compared to Rs. 9989900/-for FY2019.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31st March 2020 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.

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 Mr. Sunil Adukia retiresby rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. Khushru B Jijina resigned as Director of the Company with effect from December 132019 owing to increase in his other professional commitments. The Board places on recordits appreciation and gratitude for the invaluable contributions made by Mr. Jijina duringhis tenure as Director of the Company.

The Board on recommendation of the Nomination & Remuneration Committee(‘NRC') has appointed Mr. Narayan Ananthan (DIN: 06575756) as an Additional Directorwith effect from December 13 2019. Accordingly he holds office as Additional Director upto the date of the ensuing AGM and is eligible to be appointed as a Director of theCompany liable to retire by rotation.

Your Directors recommend the appointment of Mr. Narayan Ananthan as Director liable toretire by rotation.

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 Six Board Meetings were convened and held. The required details aregiven 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 art 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 during the year underreview.

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 areannexed herewith as Annexure - B. Contents of the policy is also available on theCompany's website of www.theswastiksafedeposit.in The Composition of Nomination andRemuneration Committee is given in the Report of Corporate Governance forming part of theAnnual 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.

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 and Associates PracticingCompany Secretaries as the Secretarial Auditor of the Company. The Secretarial AuditReport is annexed herewith as Annexure – C and forms an integral part of thisReport. 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 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 LODR is attached to the Corporate Governance Reportand 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 complies with applicable secretarial standards.

STATUTORY AUDITORS AND AUDITORS REPORT

The Auditors Report for the financial st March 2020 does not contain anyqualification reservation or adverse remark on the financial statements and no fraudshave been reported by the Auditors.

Report are The Notes on financial self-explanatory and do not call for any furthercomments.

The Members of the Company at the Annual General Meeting ("AGM") held on July17 2017 had approved the appointment of M/s D. Dadheech & Co. Chartered AccountantsMumbai (Prop. Firm Registration No. 101981W) as the Statutory Auditors of the to holdoffice from the conclusion of 76th Annual General Meeting of the Company untilthe conclusion of 79th Annual General Meeting of the Company to be held in thecalendar year 2020. The Board of Directors of the Company on the recommendation of theAudit Committee at its Meeting held on November 12 2020 recommend the appointment of M/sD. Dadheech & Co. Chartered Accountants Mumbai (Partnership Firm Registration No.101981W) as the Statutory Auditors of the Company to hold office for a period of threeyears from the conclusion of this 79th AGM till the conclusion of the 82ndAGM of the Company to be held in the year 2023.

The Board accordingly recommends the appointment of M/s D. Dadheech & Co. CharteredAccountants Mumbai as auditors of the Company for approval of the Members.

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 31 st March 2020 andits Profit for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down internal financialcontrols 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 ExchangeEarnings & Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2019-20 isenclosed as Annexure - D to this 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.

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 employees who were in receipt of remuneration exceeding the limitslaid down under Section 197(12) of the Companies Act 2013 read with the Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

6. There were no material changes and commitments affecting the financial position ofthe Company between the end of Financial year i.e. March 31 2020 till the date of theReport.

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 andcontribution to the Company. We also thank our banks business associates and ourshareholders for their continued support to the Company.

FORM No. MGT 9

ExTRACT OF ANNUAL RETURN

as on financial year ended 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

i CIN L65190MH1940PLC003151
ii Registration Date 6th August1940
iii Name of the Company THE SWASTIK SAFE DEPOSIT AND INVESTMENTS LIMITED
iv Category/Sub-category of the Company Company Limited by Shares/Indian Non Government Company
v Address of the Registered office & contact details 4th Floor Piramal Tower Annexe Ganpatrao Kadam Marg
Lower Parel Mumbai- 400 013
Tel No: (022) 3076 7700
Fax No: (022) 2490 2363
vi Whether listed company Yes
vii Name Address & contact details of the Registrar & Transfer Agent if any Link Intime India Pvt. Ltd.
C-101 247 Park LBS Marg
Vikhroli (West)
Mumbai - 400 083
Tel.: (022) 4918 6270 Fax: (022) 4918 6060
Email: piramal.irc@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Name & Description of main products / services NIC Code of the Product /service % to total turnover of the company
1. Non Banking Financial Services 65 100.00

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Name of the Company Address of the Company CIN / GLN Holding/ Subsidiary/ Associate % of Shares held Applicable Section
1. Piramal Corporate Services Private Limited 4th Floor Piramal Tower Annexe Ganpatrao Kadam Marg Lower Parel Mumbai 400 013 U74110MH1989PTC051127 Holding Company 74.39% 2(46)

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) i.Category-wise shareholding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Category of Shareholders

Demat

Physical

Total

% of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
(1) Indian
a) Individual/HUF

-

-

-

- - - - - -
b) Central Govt. or State Govt.

-

-

-

- - - - - -
c) Bodies Corporate

178535

-

178535

74.39 178535 - 178535 74.39 No Change
d) Bank/FI

-

-

-

- - - - - -
e) Any other

-

-

-

- - - - - -
SUB TOTAL: (A) (1)

178535

-

178535

74.39 178535 - 178535 74.39 No Change
(2) Foreign
a) NRI- Individuals

-

-

-

- - - - - -
b) Other Individuals

-

-

-

- - - - - -
c) Bodies Corp. - -

-

-

- - - - -
d) Banks/FI - -

-

-

- - - - -
e) Any other - -

-

-

- - - - -
SUB TOTAL (A) (2) - -

-

-

- - - - -
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 178535 -

178535

74.39

178535 - 178535 74.39 No Change
B. Public Shareholding
(1) Institutions
a) Mutual Funds - -

-

-

- - - - -
b) Banks/FI - -

-

-

- - - - -
C) Central Govt. - -

-

-

- - - - -
d) State Govt. - -

-

-

- - - - -
e) Venture Capital Fund - -

-

-

- - - - -
f) Insurance Companies - -

-

-

- - - - -
g) FIIs - -

-

-

- - - - -
h) Foreign Venture Capital Funds - -

-

-

- - - - -
i) Others (specify) - -

-

-

- - - - -
SUB TOTAL (B)(1) - -

-

-

- - - - -
(2) Non Institutions
a) Bodies corporate
i) Indian 8300 25

8325

3.47

8300 25 8325 3.47 -
ii) Overseas - -

-

-

- - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs 2403 46178

48581

20.24

29328 18640 47968 19.99 (0.25)
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs - -

-

-

- - - - -
c) Others (specify)
i) Non Resident Indians (Repat) - -

-

-

- - - - -
ii) Non Resident Indians (Non Repat) - -

-

-

- - - - -
iii) Foreign Companies - -

-

-

- - - - -
iv) Clearing Member - -

-

-

- - - - -
v) Trusts - -

-

-

- - - - -
vi) Foreign Nationals - -

-

-

- - - - -
vii) Foreign Banks - -

-

-

- - - - -
viii) HUF 5 -

5

0.00

5 - 5 0.00 -
ix) IEPF Authority 4554 -

4554

1.90

5167 - 5167 2.15 0.25
SUB TOTAL (B)(2): 15262 46203

61465

25.61

42800 18665 61465 25.61 -
Total Public Shareholding (B)= (B)(1)+(B)(2) 15262 46203

61465

25.61

42800 18665 61465 25.61 -
C. Shares held by Custodian for GDRs & ADRs - -

-

-

- - - - -
Grand Total (A+B+C) 185522 54478

240000

100.00

221335 18665 240000 100.00 -

ii. Shareholding of Promoters

Name of Shareholder No. of Shares held at the beginning of the year

Shareholding at the end of the year

No of shares % of total shares of the company % of shares pledged encumbered to total shares No of shares % of total shares of the company % of shares pledged encumbered to total shares % change in shareholding during the year
1. Piramal Corporate Services Private Limited 178535 74.39 Nil 178535 74.39 Nil Nil

III. Change in Promoters' Shareholding (Specify if there is no change)

There is no change in Promoters' Shareholding during the year.

IV. Shareholding Pattern of top ten Shareholders (other than DirectorsPromoters & Holders of GDRs & ADRs)

Sr. No. For each of the top 10 shareholders

Shareholding at the beginning of the Year

Cumulative Shareholding during the year

Shareholding at the end of the Year
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Sudhir Merchant 10900 4.54 10900 4.54 10900 4.54
2. Arvind Agarwal 9500 3.96 9500 3.96 9500 3.96
3. Innovador Traders Pvt. Ltd. 8300 3.46 8300 3.46 8300 3.46
4. Mangala Malhotra 7000 2.92 7000 2.92 7000 2.92
5. IEPF Authority 4554 1.90 5167 2.15 5167 2.15
6. K Mohan 2300 0.96 2300 0.96 2300 0.96
7. Khushru B Jijina* 2200 0.92 2200 0.92 2200 0.92
8. Leonard D'Souza 2200 0.92 2200 0.92 2200 0.92
9. Devina Shah 2200 0.92 2200 0.92 2200 0.92
10. Nirav Shah 2100 0.86 2100 0.86 2100 0.86

V Shareholding of Directors & KMP

For each of the top 10 shareholders

Shareholding at the beginning of the Year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Khushru B. Jijina Director* 2200 0.92 2200 0.92
2 Sunil Adukia - Director 2100 0.88 2100 0.88

*Resigned as director w.e.f. 13th December 2019.

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment Nil

VII. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole time director and/or Manager: - Nil

B. Remuneration to other directors:Nil

C. Remuneration to key managerial personnel other than MD/Manager/WTD - Nil

VIII. Penalties / Punishment / Compounding of Offences - There were nopenalties/punishment/compounding of offences for breach of any section of the CompaniesAct against the Company or its Directors or other officers in default during the year.

.