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 |
+91-9892691696
