Your Directors present their 78th Annual Report on the affairs of theCompany for the year ended 31st March 2019 together with the Audited Statementof Accounts.
| || ||(In Rs.) |
|WORKING RESULTS ||2018-19 ||2017-18 |
|Total Income ||14700349 ||16518483 |
|Total Expenses ||4710449 ||4760895 |
|Profit before Tax ||9989900 ||11757588 |
|Tax Expenses: || || |
|Current Tax ||2293306 ||4155000 |
|Deferred Tax ||(14373) ||(6433) |
|Profit for the Year ||7710967 ||7596155 |
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 2019. 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. 1542193/- was transferred to reserves during the year.
Total Income for the FY2019 was at Rs. 14700349/- as against Rs. 16518483/- forFY2018. Total Expenses for FY2019 were Rs. 4710449/- as against Rs. 4760895/- forFY2018. 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 theManagement 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.
SIGNIFICANT EVENTS DURING FY 2019
Pursuant to the order passed by the Hon'ble National Company Law Tribunal MumbaiBench Mumbai bearing No. C.P. CAA/2012/MB/2018 dated 30/08/2018 for sanctioning theScheme of Merger (by Absorption) of Piramal Texturising Private Limited and VulcanInvestments Private Limited and Piramal Corporate Services Limited with Nicholas PiramalPharma Private Limited (now known as Piramal Corporate Services Private Limited)('PCSPL') and their respective shareholders Piramal Corporate Services Limited aPromoter Group Company holding 178535 equity shares carrying 74.39% voting rights of ourCompany has been merged/amalgamated with PCSPL another Promoter Group Company.
The scheme has come into effect from 27th September 2018 and Piramal CorporateServices Limited ceased to exist from the said date. Accordingly in terms of the aboveNCLT Order and Scheme of Merger (by Absorption) all the 178535 (74.39%) equity sharesheld by Piramal Corporate Services Limited have now stood vested in PCSPL. Both PiramalCorporate Services Limited and PCSPL are part of the Promoter Group Company. Please notethat there is change only in the shareholder of the Company and there is no change in thecontrol 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 Piramalretires by rotation at the ensuing Annual General Meeting and is eligible forre-appointment.
In line with the provisions of Section 149 and other applicable provisions of theCompanies Act 2013 including the rules made thereunder and the erstwhile ListingAgreement 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 asecond term of 5 (Five) consecutive years to hold office with effect from 1st April 2019and 1st April 2020 respectively which the Board recommends.
Mr. Amol Patade was appointed as manager w.e.f. 1st December 2018 for a period of 3years. Approval of the members is being sought at the ensuing AGM for his appointment asManager and Key Managerial Personnel ('KMP') of the Company.
The Company has received declarations from all its Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI LODR').
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 Five 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 behavior 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 are annexed herewith as Annexure - B.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.
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 Audit Report is annexed herewith as Annexure - C and forms anintegral part of this Report. The Secretarial Audit Report does not contain anyqualification 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 Practicing Company Secretaryconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid SEBI LODR is attached to the Corporate Governance Report and forms part of theAnnual Report.
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
In Compliance with the provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014(including anystatutory modification(syre-enactment(s)/amendment(s) thereof for the time being inforce) M/s D. Dadheech & Co. Chartered Accountants Mumbai (Firm Registration No.101981W) were appointed as Statutory Auditors at the 76th Annual GeneralMeeting of the Company held on 17thJuly 2017 to hold office for a term ofThree (3) consecutive years from the conclusion of the 76 Annual General Meetinguntil the conclusion of the 79th Annual General Meeting subject to theratification at the Annual General Meeting in each of the subsequent years during theaforementioned term of their appointment.
However with the Notification dated May 7 2018 issued by the Ministry of CorporateAffairs ('MCA') the first proviso to section 139(1) of the Companies Act 2013 pertainingto the requirement of annual ratification of appointment of Auditors by Members isomitted.
Accordingly as per the Companies (Amendment) Act 2017 ratification of theappointment of Statutory Auditors during their period of appointment will not beconsidered.
The Auditors Report for the financial year ended 31st March 2019 does notcontain any qualification reservation or adverse remark on the financial statements andno 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.
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 YourDirectors 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 2019 and its Profit forthe 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 activities for FY2018-19 isenclosed as Annexure - D to this report. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES
There are no Related Party Transactions during the year under review. Contents of thePolicy on Related Party Transaction is available on the Company's websitewww.theswastiksafedeposit.com.
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.
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 2019 till the date of theReport.
7. Company does not have any subsidiary associate or joint venture company.
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 |
| ||Khushru B. Jijina ||Sunil Adukia |
|Place: Mumbai ||Director ||Director |
|Date: 27th May 2019 ||DIN - 00209953 ||DIN - 00020049 |
The Nomination and Remuneration Committee (NRC) of The Swastik Safe Deposit &Investments Limited (the "Company")has adopted the following policy andprocedures with regard to identification and nomination of persons who are qualified tobecome directors and who may be appointed in senior management.
This policy is framed in compliance with the applicable provisions of Part D of theSchedule II of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 entered by the Company with the Stock Exchanges andSection 178 and other applicable provisions of the Companies Act 2013.
II. Criteria for identifying persons for appointment as Directors and Senior Management
1. Candidates for Directorship should possess appropriate qualifications skills andexpertise in one or more fields of finance law general corporate management informationmanagement financial services and other disciplines as may be identified by the NRCand/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 positiveattributes:
a) Possesses a high level of integrity ethics credibility and trustworthiness;
b) Ability to handle conflict constructively and possess the willingness to addresscritical issues proactively;
c) Is familiar with the business of the Company and the industry in which it operatesand 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'sdeliberations especially on issues of strategy performance risk management and resourceplanning;
e) Displays willingness to devote sufficient time and attention to the Company'saffairs;
f) Values Corporate Governance and possesses the skills and ability to assist theCompany 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 withthe criteria for Independence as stipulated in the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended or re-enacted or notified from time to time. Such candidates should alsocomply with other applicable regulatory requirements relating to Independence or as may belaid down by the Board from time to time.
b) Such Candidates shall submit a Declaration of Independence to the NRC / Boardinitially and thereafter annually based upon which the NRC / Board shall evaluatecompliance with this criteria for Independence.
5. Change in status of Independence
Every Independent Director shall be required to inform the NRC / Board immediately incase of any change in circumstances that may put his or her independence in doubt basedupon which the NRC / Board may take such steps as it may deem fit in the best interest ofthe organization.
B. Members of Senior Management
1. For the purpose of this Policy the term 'Senior Management' means all executives ofthe Company who are heading any business or function of the Company.
2. The eligibility criteria for appointments to Senior Management and continuitythereof shall include integrity and ethics in addition to possessing qualificationsexpertise experience and special competencies relevant to the position for which purposethe executive is being or has been appointed.
3. Any candidate being considered for the post of senior management should be willingto comply fully with the Swastik-Code of Conduct for Senior Management Swastik - Code ofConduct for Prevention of Insider Trading and other applicable policies in force fromtime to time.
III. Process for identification & shortlisting of candidates
1. The NRC shall identify the need for appointment of new Directors on the Board on thebasis of the evaluation process for Board as a whole and of individual Directors or as itmay otherwise determine.
2. Candidates for Board membership maybe identified from a number of sources includingbut not limited to past members of the Board and Directors database.
3. NRC shall evaluate proposals for appointment of new Directors on the basis ofqualification criteria and positive attributes referred to hereinabove and make itsrecommendations to the Board.
B. Members of Senior Management
1. The NRC shall consider the recommendations of the management while evaluating theselection of executives in senior management. The NRC may also identify potentialcandidates for appointment to Senior Management through referrals and recommendations frompast and present members of the Board or from such other sources as it may deem fit andproper.
2. The NRC shall evaluate proposals for appointments to Senior Management on the basisof eligibility criteria referred to hereinabove and such other criteria as it may deemappropriate.
3. Based on such evaluation the NRC shall shortlist the desired candidate and make itsrecommendations to the Board for appointment.
1. If a Director incurs any disqualification mentioned under the Companies Act 2013 orany other applicable law regulations or statutory requirements the NRC may recommend tothe Board with reasons recorded in writing the removal of the said Director subject tothe provisions of and compliance with the statutory provisions.
2. Such recommendations may also be made on the basis of performance evaluation of theDirectors 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 theBoard for dismissal / removal of those in Senior Management.
2. Such recommendations may also be made on the basis of performance evaluation ofmembers of Senior Management to the extent applicable or as may otherwise be thought fitby the NRC.
1. The NRC shall periodically (at least on an annual basis) review the effectiveness ofthis Policy and recommend any revisions that may be required to this Policy to the Boardfor consideration and approval.
1. The Nomination and Remuneration Committee (NRC) of The Swastik Safe Deposit &Investments Limited (the "Company") has adopted the following policy andprocedures with regard to remuneration of Directors Key Managerial Personnel and otheremployees.
2. The Remuneration Policy ('Policy') is framed in compliance with the applicableprovisions of the SEBI Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 Section 178 and other applicable provisions ifany 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 receiveremuneration in the form of sitting fees for attending meetings of Board or Committeethereof of the Company and its subsidiaries where such Director may be so appointed as maybe decided by the Board from time to time. Provided that the amount of such fees shall notexceed such amount per meeting as may be prescribed by the Central Government from time totime.
2. Commission: Commission may be paid to Independent Directors as may be decided by theBoard from time to time subject to availability of profits and compliance with applicableregulatory requirements.
B. Remuneration to Whole - Time Directors
1. The remuneration to be paid to the Whole - Time Directors shall be in compliancewith the applicable regulatory requirements including such requisite approvals asrequired by law.
2. The Committee may recommend increments to the Board which shall be withinapplicable regulatory limits.
3. The Board may at the recommendation of the NRC and at its discretion may considerthe payment of such additional remuneration within the framework of applicable laws andregulatory requirements.
III. Remuneration to Key Managerial Personnel Senior Management and Other Employees
Remuneration to Key Managerial Personnel Senior Management and other employees shallbe as per the Company's policy in force from time to time and incompliance with applicableregulatory requirements. Total remuneration comprises:
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 ofpre-set KRAs and long-term incentives based on value creation.
As per existing applicable regulatory requirements the Remuneration Policy shall bedisclosed in the Board's Report.
The NRC shall periodically (at least on an annual basis) review the effectiveness ofthis Policy and recommend any revisions that maybe required to this Policy to the Boardfor consideration and approval.