swastik safe deposit & investments ltd share price Directors report


Dear Shareholders,

Your Directors present their 82nd Annual Report on the affairs of the Company for the year ended 31st March, 2023 together with the Audited Statement of Accounts.

FINANCIAL HIGHLIGHTS (In Rs. Lacs)

WORKING RESULTS

2022-23 2021-22

Total Income

78.24 46.05

Total Expenses

14.60 23.38

Profit before Tax

63.64 22.67

Tax Expenses:

Current Tax

(0.19) 1.42

Deferred Tax

18.61 4.50

Tax Adjustment of earlier years

- -

Profit for the Year

45.22 16.75

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there are no changes in the nature of business activities.

STATE OF AFFAIRS OF COMPANY:

Board of Directors of the Company, at its meeting held on October 19, 2022, has considered and approved the Scheme of Amalgamation between The Swastik Safe Deposits and Investments Limited and Piramal Corporate Services Private Limited and their respective Shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Company has received No Objection from Reserve Bank of India as per letter dated May 04, 2023 in reference to Scheme of Amalgamation and the Company is following up with BSE Limited for approval.

DIVIDEND / TRANSFER TO RESERVES

The Directors have recommended a dividend of Re. 1/- per share i.e. @ 10% (same as previous year) on 2,40,000 Equity Shares of Rs.10/- each for the financial year ended 31st March, 2023. 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. 9.04 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 share capital of the Company.

OPERATIONS REVIEW

Total Income for the FY2023 was at Rs. 78.24 Lacs as against Rs. 46.05 Lacs for FY2022. Total Expenses for FY2023 were Rs. 14.60 Lacs as against Rs. 23.38 Lacs for FY2022. The Company has PBT of Rs. 63.64 Lacs for FY2023 as compared to Rs. 22.67 Lacs for FY2022.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN 31 ST MARCH, 2023 AND THE DATE OF THE REPORT:

There are no material changes and commitment, which affect the financial position of the Company which have occurred between 31st March 2023 and the date of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31st March 2023 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.

ANNUAL RETURN

The Annual Return for FY 2023 is available on the website of the Company at https://www.theswastiksafedeposit.in/investor/ yearlyreports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Sunil Adukia (DIN: 00020049) will retire by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing AGM.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. 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, 5 (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 part 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 behaviour, actual or suspected fraud or violation of the Companys 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 - A. Contents of the policy is also available on the Companys 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.

Particulars of Employees:

There was no employee in receipt of remuneration prescribed under Section 197 of Companies Act, 2013 and Rule 5(2) & Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 - B and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure - C to this Report.

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 and Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated underthe 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 Companys 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

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the financial year ended 31st March, 2023 and no frauds have been reported by the Auditors.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further

comments.

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(s)/re-enactment(s)/amendment(s) thereof, for the time being in force), the members had at the 79th AGM held in the year 2020, appointed M/s. D. Dadheech & Co., Chartered Accountants, Mumbai, (Firm Registration No. 101981W) as Statutory Auditors of the Company. The said appointment was for a period for 3 years until the conclusion of the ensuing 82nd AGM.

It is now proposed to appoint M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) as the Statutory Auditors of the Company for a period of 3 years commencing from the conclusion of this AGM until the conclusion of the 85th AGM to be held in the year 2026.

M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) have confirmed that they are eligible for appointment as Auditors of the Company and have provided their consent to the appointment, if made and Eligibility Certificate as required under Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

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, 2023 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 (‘CSR) for FY 2022-23 containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure - D of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties if any, as defined under the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Contents of the Policy on Related Party Transaction is available on the Companys website www.theswastiksafedeposit.in.

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 Companys 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. No frauds have been reported by the Auditors as specified under Section 143(12) ofthe Companies Act, 2013.

6. No application has been made underthe Insolvency and Bankruptcy Code 2016 during the year.

7. There is no instance of one-time settlement with any Bank or Financial Institutions.

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

Place: Mumbai

Surendra Kabra Sunil Adukia

Date: 19th May, 2023

Director Director
DIN:07085483 DIN:00020049