Mar 31, 2025
Your Directors present their 84th Annual Report on the affairs of the Company for the year ended 31st March, 2025 together with
the Audited Statement of Accounts.
The performance figures of the Company during the year under review and those reported for the corresponding previous year
are as below:
|
WORKING RESULTS |
2024-25 |
2023-24 |
|
Total Income |
'' 94.62 |
94.47 |
|
Total Expenses |
65.88 |
19.15 |
|
Profit before Tax |
28.74 |
75.32 |
|
Tax Expenses: |
||
|
Current Tax |
8.55 |
15.13 |
|
Deferred Tax |
9.89 |
(61.56) |
|
Tax Adjustment of earlier years |
(152) |
- |
|
Profit for the Year |
11.81 |
121.75 |
The standalone financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have
been prepared in accordance with the Indian Accounting Standards (Ind AS), Ministry of Corporate Affairs (MCA) and Master
Directions of Reserve Bank of India (RBI).
Total Income for the FY2025 was at Rs. 94.62 Lacs as against Rs. 94.47 Lacs for FY2024. Total Expenses for FY2025 were
Rs. 65.88 Lacs as against Rs. 19.15 Lacs for FY2024. The Company has PBT of Rs. 28.74 Lacs for FY2025 as compared to
Rs. 75.32 Lacs for FY2024. Profit for the year was Rs. 11.81 Lacs for FY2025 as compared to Rs. 121.75 Lacs for FY2024.
During the year under review, there are no changes in the nature of business activities.
The Company is registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI) under Section
45-IA of the Reserve Bank of India Act, 1934. The Company is required to meet âPrincipal Business Criteriaâ as per RBI Circular
no. DNBS (PD) C.C. No. 81/03.05.002/2006-07 dated October 19, 2006.
Based on the financial statements for the year ended March 31, 2025, the Company does not meet one of the âPrincipal
Business Criteriaâ i.e. Income from financial assets should constitute more than 50% of the gross income.
The Company will be initiating the next steps of approaching the RBI for surrender of the NBFC Licenses.
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, 2025. 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.
TRANSFER TO RESERVES: An amount of Rs. 2.36 lacs was transferred to reserves during the year.
During the year under review, there was no change in the issued and paid-up share capital of the Company.
The Company does not have any subsidiary, associate or joint venture company.
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.
There are no material changes and commitment, which affect the financial position of the Company which have occurred
between 31st March 2025 and the date of this report.
A discussion on operations for the year ended 31st March 2025 is given in the Management Discussion and Analysis section,
which forms part of this Annual Report.
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.
The Annual Return for FY 2024-2025 is available on the website of the Company at https://www.theswastiksafedeposit.in/
investor/yearlyreports.
Mr. Pramod Kumar Gothi, Independent Director of the Company ceased to be the Director of the Company with effect from
January 06, 2025, due to his untimely demise. The Board places on record its appreciation and gratitude for the invaluable
contributions made by Mr. Pramod Kumar Gothi during his tenure as Director of the Company.
The Board of Directors, on recommendation of the Nomination & Remuneration Committee and pursuant to the provisions
of the Section 152 & 161 of the Companies Act, 2013 read with the rules framed there under and subject to the approval of
shareholders / members of the Company, has appointed Mr. Jaimin Desai (DIN: 10957029) as an Additional Independent
Director of the Company with effect from April 01,2025 for a period of 5 years which the Board recommends.
In accordance with the provisions of the Companies Act, 2013, Mr. Sunil Adukia (DIN: 00020049) retires 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.
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.
During the year, five (5) 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.
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 Company''s
Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company âwww.theswastiksafedeposit.
inâ. There were no complaints during the year under review.
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 Company''s 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.
The particulars of loans, guarantee and investments have been disclosed in the financial statements.
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.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there underread with Rule 9 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), and Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has appointed M/s. V K
Bhanushali & Co, Company Secretaries (COP No. 26886) and holding Peer Review Certificate No. 4614/2023 issued by
Institute of Company Secretaries of India as the Secretarial Auditor of the Company for a period of 5 consecutive years up to
the conclusion of the 89th Annual General Meeting to be held in the calendar year 2030, to conduct a Secretarial Audit of the
Company and to furnish the Secretarial Audit Report; subject to approval from shareholders 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. V K Bhanushali & Co, 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.
The Report on Corporate Governance as stipulated under SEBI LODR forms part of the Annual Report. The requisite Certificate
from M/s V K Bhanushali & Co, 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.
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 Company''s competitive advantage. This risk framework thus helps is managing market, credit and operational risks.
The Company complies with applicable secretarial standards.
The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the
financial year ended 31st March, 2025 and no frauds have been reported by the Auditors.
The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further
comments.
The members of the Company at the Annual General Meeting (âAGMâ) held on September 07, 2023, had approved the
appointment of 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 (Three) years to hold office from the conclusion of 82nd Annual General
Meeting of the Company until the conclusion of 85th Annual General Meeting of the Company to be held in the calendar year
2026.
M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) have furnished a certificate of
their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as
Statutory Auditors of the Company for the financial year 2025-26.
The Audit report mentions that based on the financial statements for the year ended March 31, 2025, the Company does not
meet one of the âPrincipal Business Criteriaâ as prescribed by the RBI for classification as an NBFC, i.e. The income from
financial assets is less than 50% of gross total income.â
Auditor Report is not modified in respect of above matters.
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,
2025 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.
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 2024-25 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.
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 arm''s 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 Company''s website www.theswastiksafedeposit.in.
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.
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 (Share Based Employee Benefits) Regulations, 2014.
5. No frauds have been reported by the Auditors as specified under Section 143(12) of the Companies Act, 2013.
6. No application has been made under the Insolvency and Bankruptcy Code 2016 during the year.
7. There is no instance of one-time settlement with any Bank or Financial Institutions.
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.
Place: Mumbai Jaimin Desai Sunil Adukia
Date: May 21, 2025 Director Director
DIN: 10957029 DIN: 00020049
Mar 31, 2024
Your Directors present their 83rd Annual Report on the affairs of the Company for the year ended 31st March, 2024 together with
the Audited Statement of Accounts.
The performance figures of the Company during the year under review and those reported for the corresponding previous year
are as below:
(In Rs lakhs)
|
WORKING RESULTS |
2023-24 |
2022-23 |
|
Total Income |
94.47 |
78.24 |
|
Total Expenses |
19.15 |
14.60 |
|
Profit before Tax |
75.32 |
63.64 |
|
Tax Expenses: |
||
|
Current Tax |
15.13 |
(0.19) |
|
Deferred Tax |
(61.56) |
18.61 |
|
Tax Adjustment of earlier years |
- |
- |
|
Profit for the Year |
121.75 |
45.22 |
The standalone financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have
been prepared in accordance with the Indian Accounting Standards (Ind AS), Ministry of Corporate Affairs (MCA) and Master
Directions of Reserve Bank of India (RBI).
Total Income for the FY2024 was at Rs. 94.47 Lacs as against Rs. 78.24 Lacs for FY2023. Total Expenses for FY2024 were
Rs. 19.15 Lacs as against Rs. 14.60 Lacs for FY2023. The Company has PBT of Rs. 75.32 Lacs for FY2024 as compared to
Rs. 63.64 Lacs for FY2023. Profit for the year was Rs. 121.75 Lacs for FY2024 as compared to Rs. 45.22 Lacs for FY2023.
During the year under review, there are no changes in the nature of business activities.
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, 2024. 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.
TRANSFER TO RESERVES: An amount of Rs. 24.36 lacs was transferred to reserves during the year.
During the year under review, there was no change in the issued and paid-up share capital of the Company.
CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Company does not have any subsidiary, associate or joint venture company.
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.
There are no material changes and commitment, which affect the financial position of the Company which have occurred
between 31st March 2024 and the date of this report.
A discussion on operations for the year ended 31st March 2024 is given in the Management Discussion and Analysis section,
which forms part of this Annual Report.
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.
The Annual Return for FY 2024 is available on the website of the Company at https://www.theswastiksafedeposit.in/investor/
yearlyreports.
Ms. Nandini Piramal resigned as Independent Director of the Company with effect from September 27, 2023, owing to her other
professional commitments. The Board places on record its appreciation and gratitude for the invaluable contributions made by
Ms. Nandini Piramal during her tenure as Director of the Company.
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.
The Board of Directors, on recommendation of the Nomination & Remuneration Committee and pursuant to the provisions
of the Section 152 & 161 of the Companies Act, 2013 read with the rules framed there under and subject to the approval of
shareholders / members of the Company,.has appointed Mrs. Abhilasha Misra (DIN: 02572268) as an additional independent
director of the Company with effect from September 27, 2023 for a period of 5 years,
Subsequently, the members at the Extra Ordinary General Meeting of the Company held on Friday, December 22, 2023
approved her appointment as Woman Independent Director of the Company for a term of 5 years with effect from September
27, 2023 to September 26, 2028.
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.
During the year, 6 (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 part of the Annual Report.
The Composition of Audit Committee is given in the Report of Corporate Governance forming part of the Annual Report.
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 Company''s
Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company âwww.theswastiksafedeposit.
inâ. There were no complaints during the year under review.
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 Company''s 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.
The particulars of loans, guarantee and investments have been disclosed in the financial 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 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.
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.
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.
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 Company''s competitive advantage. This risk framework thus helps is managing market, credit and operational risks.
The Company complies with applicable secretarial standards.
The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the
financial year ended 31st March, 2024 and no frauds have been reported by the Auditors.
The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further
comments.
The members of the Company at the Annual General Meeting (âAGMâ) held on September 07, 2023, had approved the
appointment of 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 (Three) years to hold office from the conclusion of 82nd Annual General
Meeting of the Company until the conclusion of 85th Annual General Meeting of the Company to be held in the calendar year
2026.
M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) have furnished a certificate of
their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as
Statutory Auditors of the Company for the financial year 2024-25.
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,
2024 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.
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 2023-24 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.
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 arm''s 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 Company''s website www.theswastiksafedeposit.in.
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.
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 (Share Based Employee Benefits) Regulations, 2014.
5. No frauds have been reported by the Auditors as specified under Section 143(12) of the Companies Act, 2013.
6. No application has been made under the Insolvency and Bankruptcy Code 2016 during the year.
7. There is no instance of one-time settlement with any Bank or Financial Institutions.
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.
Surendra Kabra Sunil Adukia
Place: Mumbai Director Director
Date: 25th July, 2024 DIN: 07085483 DIN: 00020049
Mar 31, 2014
Dear Members,
The Directors present their 73rd Annual Report on the affairs of the
Company for the year ended 31st March, 2014 together with the Audited
Statement of Accounts.
1. FINANCIAL HIGHLIGHTS
(In Rs.)
Current Year Previous Year
(31-03-2014) (31-03-2013)
WORKING RESULTS
Total Revenue 7,24,863 14,96,022
Total Expenses 2,32,094 6,86,625
Profit before Tax 4,92,769 8,09,397
Tax Expenses :
Current Tax 90,000 2,25,000
MAT Credit entitlement (90,000) -
Short/(Excess) Tax Provisions
of earlier years 10,257 (23,72,410)
Profit for the Year 4,82,512 29,56,807
2. DIVIDEND
The Directors have recommended a dividend of Rs .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 2014. 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. 7,24,863/- as against Rs.
14,96,022/- for FY2013. Total Expenses for FY2014 were Rs. 2,32,094/-
as against Rs. 6,86,625/- for FY2013. The Company has PBIT of Rs.
4,92,769/- for FY2014 as compared to Rs. 8,09,397/- for FY2013.
A discussion of operations for the year ended 31st March 2014 is given
in the Management Discussion and Analysis section.
4. DIRECTORS
The following changes took place during the year:
Mr. V.C. Vadodaria, Director of the Company expired on 28th November,
2013. Consequently Late Mr. V.C. Vadodaria has ceased to be Director of
the Company w.e.f. 28th November, 2013. Mr. Sunil Adukia was appointed
as a Director in the resulting casual vacancy w.e.f. 30th December,
2013.
Ms. Nandini Piramal retires by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment which your Board recommends.
As of the date of this Report, Mr. Chandrakant M. Hattangdi and Mr.
Chandrakant Khetan, are Independent Directors as per clause 49 of the
Listing Agreement and were appointed under the Companies Act 1956 as
Directors liable to retire by rotation. In order to give effect to the
applicable provisions of sections 149 and 152 of the Act, it is
proposed that these Directors be appointed as Independent Directors, to
hold office for five consecutive years, for a term up to March 31,2019.
The Company has received declarations from both the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the applicable provisions of section 149 of the Act
and under Clause 49 of the Listing Agreement with the Stock Exchanges.
5. DIRECTORS'' RESPONSIBILITY STATEMENT
As required Under Section 217(2AA) of the Companies Act, 1956, ("the
Act") we hereby state:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) That 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, 2014 and its Profit for the
year ended on that date;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the annual accounts on a going
concern basis.
6. COMPLIANCE CERTIFICATE
As required by proviso to sub-section (1) of Section 383A of the
Companies Act, 1956, the Compliance Certificate from Mr. Surendra
Kanstiya, Practising Company Secretary is attached to this Report.
7. 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 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars) Rules, 1988 are not applicable.
(b) Foreign Exchange Earnings & Outgo: Nil
8. CORPORATE GOVERNANCE
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. Surendra Kanstiya, Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 forms part of this report.
9. HUMAN RESOURCES
There were no employees who were in receipt of remuneration exceeding
the limits laid down under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975.
10. AUDITORS
M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai, the Auditors
of the Company hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. In accordance with
the provisions of section 139, 142 and other applicable provisions of
the Companies Act, 2013 and of the Companies (Audit and Auditors)
Rules, 2014, it is proposed to re-appoint them as the Auditors of the
Company for a period of three consecutive years commencing from the
conclusion of this Annual General Meeting, until the conclusion of the
76th Annual General Meeting of the Company in the calendar year 2017.
11. 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
Place: Mumbai Khushru B. Jijina Sunil Adukia
Date: 27th May, 2014 Director Director
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors present their 72nd Annual Report on the affairs-of the
Company for the year ended 31st March, 2013 together with the
Audited Statement of Accounts.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Current Year Previous Year
(31-03-2013) (31-03-2012)
WORKING RESULTS
Total Revenue 14.96 1.44
Total Expenses 6.87 675.74
Profit / (Loss) before Tax 8.10 ( 674.31)
Tax Expenses :
Current Tax 2.25 -
Short/(Excess) Tax Provisions
of earlier years (23.72) (12.99)
Profit/(Loss) for the Year 29.57 ( 661.32)
2. DIVIDEND
The Directors have recommended a Dividend of Re.l/- per share (previous
year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/- each which
will be paid to eligible members within 5 days of the approval by the
shareholders at the forthcoming Annual General Meeting.
3. WORKING OF THE COMPANY
The Directors are making efforts to improve the performance of the
Company in the current year.
4. PARTICULARS OF EMPLOYEES
There was no employee during the year in receipt of remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956.
5. DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Mr.
Chandrakant Khetan and Mr. V.C Vadodana retire by rotation at the
ensuing Annual General Meeting and are eligible for re-appointment.
The Audit Committee constituted by the Board consist of Mr. Khushru B.
Mr. C.M. Hattangdi and Mr. Chandrakant Khetan,
6- DIRECTORS'' RESPONSIBILITY STATEMENT
As required Under Section 217(2AA) of the Companies Act, 1956, ("the
Ac") we hereby state:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments 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, 2013 and its Profit for the
year ended on that date;
(iii)That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv)That the Directors have prepared the annual accounts on a going
concern basis.
10. AUDITORS
The Auditors, M/s. Kulkami & Khanolkar, Chartered Accountants, Mumbai
retire as Auditors of the Company at the ensuing Annual General Meeting
and are eligible for re-appomtment.
For and on behalf of the Board
Place: Mumbai
Date: 23rd May, 2013
Mar 31, 2010
The Directors present their 69th Annual Report on the affairs of the
Company for the year ended 31st March, 2010 together with the Audited
Statement of Accounts (Standalone).
Current Year Previous Year
(31-03-2010) (31-03-2009)
(Rs.) (Rs.)
1. WORKING RESULTS
The years working after meeting all 9,56,51,189 (6,57,30,832)
expenses resulted in Profit
after tax of:
Add : Extra-Ordinary Items :
Prior Period Tax adjustments 7,43,446 ( 4,14,049)
Balance of Profit brought forward 6,00,372 6,70,26,041
Disposable Profit 9,69,95,007 8,81,160
Total Profit amounting to Rs. 9,69,95,007/- is appropriated as under:
APPROPRIATION
Proposed dividend 2,40,000 2,40,000
Tax on Proposed Dividend 39,862 40,788
Balance carried to Balance Sheet 9,67,15,145 6,00,372
9,69,95,007 8,81,160
2. DIVIDEND
The Directors have recommended a Dividend of Re.l/- per share (previous
year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/- each which
will be paid to eligible members, after approval at the ensuing Annual
General Meeting.
3. WORKING OF THE COMPANY
The Directors are making efforts to improve the performance of the
Company in the current year.
4. SUBSIDIARY COMPANIES
The Balance Sheet as on 31st March, 2010 and the Profit and Loss
Account for the year ended on that date of subsidiary companies,
namely, Savoy Finance & Investments Pvt. Limited and Nandini Piramal
Investments Private Limited and statement under Section 212 of the
Companies Act, 1956 are annexed.
5. PARTICULARS OF EMPLOYEES
There was no employee during the year in receipt of remuneration as
prescribed under Section 217(2A)of the Companies Act, 1956.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Mr. CM.
Hattangdi and Mr. Chandrakant Khetan retire by rotation at the ensuing
Annual General Meeting and are eligible for re-appointment.
The Audit Committee constituted by the Board consist of Mr. Khushru B.
Jijina, Mr. CM. Hattangdi and Mr. Chandrakant Khetan.
7. DIRECTORS RESPONSIBILITY STATEMENT
As required Under Section 217(2AA) of the Companies Act, 1956, ("the
Act") we hereby state :
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) That 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, 2010 and its Profit for the
year ended on that date;
(iii)That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv)That the Directors have prepared the annual accounts on a going
concern basis.
8. CHANGE IN SHARE TRANSFER AGENT
M/s. Link Intime India Pvt.Limited., (Link Intime) has been appears
Share Transfer Agent of the Company with effect from 1 st Febravary
9. "GROUP" as defined in MRTP Act, 1969
As per the intimation from the Promoters, the persons and entities
Group as defined in Monopolies and Restrictive Trade Practice:
(MRTP) which exercises, or is established to be in a position
control, directly or indirectly, over the Company, include the
following.
1. Mr. Ajay G. Piramal;
2. Dr. (Mrs.) Swati A. Piramal;
3. Mrs. Lalita G. Piramal;
4. Ms. Nandini Piramal;
5. Mr. Anand Piramal;
6. Adelwise Investments Pvt. Ltd
7. Ajay G. Piramal (HUF)
8. Akshar Fincom Pvt. Ltd
9. Alpex Holdings Pvt. Ltd
10. Alpex International Ltd
11. Alpex Power Pvt. Ltd
12. BMK Laboratories Pvt. Ltd
13. Cavaal Fininvest Pvt. Ltd.
14. Glass Engineers Pvt. Ltd.
15. Gopikishan Piramal Pvt. Ltd
16. Gopikisan Piramal (HUF)
17. INDIAREIT Fund Advisors Pvt. Ltd
18. India Venture Fund Advisors Pvt. Ltd
19. Nandini Piramal Investment Pvt. Ltd
20. Nicholas Piramal Pharma Pvt. Ltd.
21. Paramount Pharma Pvt. Ltd
22. PEL Management Services Pvt. Ltd.
23. PGL Holdings Pvt. Ltd.
24. PHL Fininvest Private Ltd
25. PHL Holdings Pvt. Ltd
26. Piramal Capital Pvt. Ltd
27. Piramal Diagnostic Services Pvt. Ltd
28. Piramal Enterprises Ltd
29. Piramal International Pvt. Ltd
30. Piramal Management Services Pvt. Ltd.
31. Piramal Pharmaceutical Development Services Pvt. Ltd
32. Piramal Texturising Pvt. Ltd.
33. Piramal Water Pvt. Ltd
34. Propiedades Realties Pvt. Ltd
35. Savoy Finance & Investment Pvt. Ltd
36. The Ajay G- Piramal Foundation
37. The Shri Gopikrishna Trust 3 8. The Shri Govinda Trust
39. The Shri Hari Trust
40. The Shri Krishna Trust
41. Vulcan Investments Pvt. Ltd.
42. Piramal Healthcare Ltd.
43. Piramal Glass Ltd.
44. Piramal Life Sciences Ltd.
The above disclosure has been made, inter-alia, for the purpose of
Regulation 3(1 )(e) of SEBI (Substantial Acquisitions of Shares and
Takeovers) Regulations, 1997
10. SECRETARIAL COMPLIANCE CERTIFICATE
As required by proviso to sub-section (1) of Section 383A of the
Companies Act, 1956, the Secretarial Compliance Certificate from Mr.
Surendra Kanstiya, Practising Company Secretary is attached to this
Report.
11. AUDITORS
The Auditors, M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai,
retire as Auditors of the Company at the ensuing Annual General Meeting
and are eligible for re-appointment.
For and on behalf of the Board
KHUSHRU JIJINA V.C. VADODARIA
DIRECTOR DIRECTOR
Mumbai
Dated : 27th May, 2010.
Mar 31, 2009
The Directors present their 68th Annual Report on the affairs of the
Company for the year ended 31st March, 2009 together with the Audited
Statement of Accounts.
Current Year Previous Year
(31-03-2009) (31-03-2008)
(Rs.) (Rs.)
1. WORKING RESULTS
The years working after meeting
all expenses resulted in (6,57,30,832) (1,08,90,547)
(Loss) (after tax) of:
Less : Extra-Ordinary Items:
Prior Period Tax adjustments (4,14,049) 2,15,48,802
Balance of Profit brought forward 6,70,26,041 5,66,48,574
Disposible Profit 8,81,160 6,73,06,829
Total Profit amounting to Rs.8,81,160/- is appropriated as under :
APPROPRIATION
Proposed dividend 2,40,000 2,40,000
Tax on Proposed Dividend 40,788 40,788
Balance carried to Balance Sheet 6,00,372 6,70,26,041
8,81,160 6,73,06,829
2. DIVIDEND
The Directors have recommended a Dividend of Re. 17- per share
(previous year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/-
each which will be paid to eligible members, after approval at the
ensuing Annual General Meeting.
3. WORKING OF THE COMPANY
The Directors are making efforts to improve the performance of the
Company in the current year.
4. SUBSIDIARY COMPANIES
The Balance Sheet as on 31st March, 2009 and the Profit and Loss
Account for the year ended on that date of subsidiary companies,
namely, Savoy Finance & Investments Pvt. Limited and Nandini Piramal
Investments Private Limited and statement under Section 212 of the
Companies Act, 1956 are annexed.
5. PARTICULARS OF EMPLOYEES
There was no employee during the year in receipt of remuneration as
prescribed under Section 217(2A)of the Companies Act, 1956.
6. DIRECTORS
Mr. N. Santhanam and Mr. Vijay Shah, Directors retiring by rotation
have expressed their desire not to seek re-appointment at the ensuing
AGM due to their other pre-occupations and in their place it is
proposed to appoint Ms. Nandini Piramal and Mr. Khushru Jijina
respectively as Directors of the Company for which the Company has
received joint notices from members of the Company, proposing their
candidature.
The Board places on record its appreciation of the valuable
contributions made by Mr. N. Santhanam and Mr. Vijay Shah during their
tenure as Directors of the Company.
The Audit Committee at present comprises of Mr. N.Santhanam, Mr. CM.
Hattangdi and Mr. Chandrakant Khetan. Pursuant to the relinquishment of
office by Mr. N. Santhanam, it is proposed to appoint Mr. Khushru
Jijina as member of the Audit Committee, if appointed as Director of
the Company.
7. DIRECTORS RESPONSIBILITY STATEMENT
As required Under Section 217(2AA) of the Companies Act, 1956, ("the
Act") we hereby state :
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) That 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, 2009 and its Loss for the
year ended on that date:
(iii)That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv)That the Directors have prepared the annual accounts on a going
concern basis.
8. SECRETARIAL COMPLIANCE CERTIFICATE
As required by proviso to sub-section (1) of Section 383 A of the
Companies Act, 1956, the Secretarial Compliance Certificate from Mr.
Surendra Kanstiya, Practising Company Secretary is attached to this
Report.
9. AUDITORS
The Auditors, M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai,
retire as Auditors of the Company at the ensuing Annual General Meeting
and are eligible for re-appointment.
For and on behalf of the Board
N.SANTHANAM V.C. VADODARIA
DIRECTOR DIRECTOR
Mumbai
Dated : 30th June, 2009.
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