DIRECTORS' REPORT Dear Shareholders, Your Directors present their 74th Annual Report on the affairs of the Company for the year ended 31st March, 2015 together with the Audited Statement of Accounts. 2.DIVIDEND 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, 2015. The dividend, if approved by the members at the forthcoming Annual General Meeting, shall be paid to the eligible members within 5 days of the approval by the shareholders at the Annual General Meeting. The Board recommends the above dividend for declaration by the members. 3.OPERATIONS REVIEW Total Revenue for the year was at Rs. 14,28,97,998/- as against Rs. 7,24,863/- for FY2014. Total Expenses for FY2015 were Rs. 8,59,58,881/- as against Rs. 2,32,094/- for FY2014. The Company has PBIT of Rs. 5,69,39,117/- for FY2014 as compared to Rs. 4,92,769/- for FY2014. A discussion of operations for the year ended 31st March 2015 is given in the Management Discussion and Analysis section. 4.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. 5.EXTRACT OF ANNUAL RETURN The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure - A 6.DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment of Director: Mr. Surendra Kabra was appointed as an Independent Additional director w.e.f. 10th February, 2015 and holds office up to the date of the ensuing Annual General Meeting ('AGM'). The Company has received notice from a member proposing his candidature for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. Mr. Khushru B Jijina retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment which your Board recommends. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are Independent of the management. Mr. Vinod Gadaiya was appointed as Chief Financial Officer and Mr. Jitesh Agarwal as Company Secretary of the Company w.e.f. 10th February, 2015. Mr. Amol Patade was appointed as manager w.e.f. 1st June, 2015 for 3 years. 7. BOARD EVALUATION Evaluation of performance of all Directors is undertaken annually. 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. 8.BOARD AND COMMITTEE MEETINGS During the year Six Board Meetings were convened and held. 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. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing agreement. 9.VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company "www.theswastiksafedeposit.com". 10.NOMINATION AND REMUNERATION POLICIES 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. Detail of the Nomination and Remuneration Policy is given in Annexure B. 11.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments covered under Section 186 of the Companies Act, 2013. 12.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: Since company does not have MD/WTD no commission is paid. Remuneration to Key Managerial Personnel - Nil 13.SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, 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 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is attached to this report as Annexure C 14.STATUTORY AUDITORS AND AUDITORS REPORT M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai, the Auditors of the Company were re appointed by the shareholders of the Company at the Annual General Meeting held on 26th September, 2014 as Statutory Auditors for a period of 3 years to hold office until the conclusion of the 76th Annual General Meeting of the Company in the calendar year 2017. In accordance with the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure. M/s. Kulkarni & Khanolkar, Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this Annual General Meeting. The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2015. 15.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, 2015 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. 16.CORPORATE SOCIAL RESPONSIBILITY In compliance with requirements of Section 135 of the Companies Act, 2013 the Company has constituted CSR Committee. The composition of Committee comprises of Mr. Chandrakant M. Hattangdi (Chairman), Mr. Khushru B. Jijina and Mr. Sunil Adukia. The company was not required to contribute towards CSR for the Financial Year 2014-15. 17.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO (a) The nature of the activities of the Company during the year under review has 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. 18.CORPORATE GOVERNANCE CERTIFICATE The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from Mr. N. L. Bhatia, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 forms part of this report as Annexure D. 19.RISK MANAGEMENT POLICY The Company has a robust Risk Management framework to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage. This brisk framework thus helps is managing market, credit and operations risks. 20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There are no materially significant Related Party Transactions made by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. 21.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 Company's 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 (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. 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.Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 7.There were no material changes and commitments affecting the financial position of the Company between the end of Financial year i.e. March 31, 2015 till the date of the Report. 8.Company does not have any subsidiary, associate or joint venture company. 22. 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. For and on behalf of the Board Sd/-Khushru B. Jijina Director DIN - 00209953 Sd/-Sunil Adukia Director DIN – 00020049
Place: Mumbai Date: 29th May, 2015 |