Swastik Safe Deposit & Investments Ltd Directors Report.

Dear Shareholders, the Company for the year ended 31 Your Directors present their 79th Annual Report on the affairs st March, 2020 together with the Audited Statement of Accounts.

FINANCIAL HIGHLIGHTS (In Rs.)

WORKING RESULTS 2019-20 2018-19
Total Income 76,93,475 1,47,00,349
Total Expenses 61,60,469 47,10,449
Profit before Tax 15,33,006 99,89,900
Tax Expenses:
Current Tax (28,241) 22,93,306
Deferred Tax 8,96,082 (14,373)
Profit for the Year 6,65,165 77,10,967

COVID-19 PANDEMIC

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

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, 2020. 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. 1,33,033/- was transferred to reserves during the year.

OPERATIONS REVIEW

Total Income for the FY2020 was at Rs. 76,93,475/- as against Rs. 1,47,00,349/- for FY2019. Total Expenses for FY2020 were Rs. 61,60,469/- as against Rs. 47,10,449/- for FY2019. The Company has PBT of Rs. 15,33,006/- for FY2020 as compared to Rs. 99,89,900/- for FY2019.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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 retires by 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 13, 2019, owing to increase in his other professional commitments. The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Jijina during his 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 Director with effect from December 13, 2019. Accordingly, he holds office as Additional Director up to the date of the ensuing AGM and is eligible to be appointed as a Director of the Company, liable to retire by rotation.

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

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, Six 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 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 - B. 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.

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 and Associates, Practicing Company Secretaries, 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 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 for the financial st March, 2020 does not contain any qualification, reservation or adverse remark on the financial statements and no frauds have been reported by the Auditors.

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

The Members of the Company at the Annual General Meeting ("AGM") held on July 17, 2017, had approved the appointment of M/s D. Dadheech & Co. Chartered Accountants, Mumbai (Prop. Firm Registration No. 101981W), as the Statutory Auditors of the to hold office from the conclusion of 76th Annual General Meeting of the Company until the conclusion of 79th Annual General Meeting of the Company to be held in the calendar year 2020. The Board of Directors of the Company on the recommendation of the Audit Committee at its Meeting held on November 12, 2020, recommend the appointment of M/s D. Dadheech & Co. Chartered Accountants, Mumbai (Partnership Firm Registration No. 101981W), as the Statutory Auditors of the Company to hold office for a period of three years, from the conclusion of this 79th AGM, till the conclusion of the 82nd AGM of the Company to be held in the year 2023.

The Board accordingly recommends the appointment of M/s D. Dadheech & Co. Chartered Accountants, 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 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 31 st March, 2020 and its Profit for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance 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 financialcontrols 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 FY2019-20 is enclosed 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 the Companies Act, 2013 and Regulation 23 of SEBI LODR 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. 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, 2020 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.

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 August,1940
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 the company 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

1,78,535

-

1,78,535

74.39 1,78,535 - 1,78,535 74.39 No Change
d) Bank/FI

-

-

-

- - - - - -
e) Any other

-

-

-

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

1,78,535

-

1,78,535

74.39 1,78,535 - 1,78,535 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) 1,78,535 -

1,78,535

74.39

1,78,535 - 1,78,535 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 8,300 25

8,325

3.47

8,300 25 8,325 3.47 -
ii) Overseas - -

-

-

- - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs 2,403 46,178

48,581

20.24

29,328 18,640 47,968 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 4,554 -

4,554

1.90

5,167 - 5,167 2.15 0.25
SUB TOTAL (B)(2): 15,262 46,203

61,465

25.61

42,800 18,665 61,465 25.61 -
Total Public Shareholding (B)= (B)(1)+(B)(2) 15,262 46,203

61465

25.61

42,800 18,665 61,465 25.61 -
C. Shares held by Custodian for GDRs & ADRs - -

-

-

- - - - -
Grand Total (A+B+C) 1,85,522 54,478

2,40,000

100.00

2,21,335 18,665 2,40,000 100.00 -

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 1,78,535 74.39 Nil 1,78,535 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 Directors, Promoters & 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 10,900 4.54 10,900 4.54 10,900 4.54
2. Arvind Agarwal 9,500 3.96 9,500 3.96 9,500 3.96
3. Innovador Traders Pvt. Ltd. 8,300 3.46 8,300 3.46 8,300 3.46
4. Mangala Malhotra 7,000 2.92 7,000 2.92 7,000 2.92
5. IEPF Authority 4554 1.90 5167 2.15 5167 2.15
6. K Mohan 2,300 0.96 2,300 0.96 2,300 0.96
7. Khushru B Jijina* 2,200 0.92 2,200 0.92 2,200 0.92
8. Leonard DSouza 2,200 0.92 2,200 0.92 2,200 0.92
9. Devina Shah 2,200 0.92 2,200 0.92 2,200 0.92
10. Nirav Shah 2,100 0.86 2,100 0.86 2,100 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* 2,200 0.92 2,200 0.92
2 Sunil Adukia - Director 2,100 0.88 2,100 0.88

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

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment 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 no penalties/punishment/compounding of offences for breach of any section of the Companies Act against the Company or its Directors or other officers in default, during the year.