Dear Shareholders,
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.
FINANCIAL HIGHLIGHTS / STATE OF COMPANY AFFAIRS
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 |
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.
CHANGES IN THE NATURE OF BUSINESS ACTIVITIES
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 "Principal Business Criteria" 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 "Principal Business Criteria" 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.
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, 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.
SHARE CAPITAL
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
The 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 31ST MARCH,
2025 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 2025 and the date of this report.
MANAGEMENT DISCUSSION & ANALYSIS 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.
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 2024-2025 is available on the website of the Company at
https://www.theswastiksafedeposit.in/ investor/yearlyreports.
DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
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.
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, 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.
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 Company's 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 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.
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 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.
CORPORATE GOVERNANCE CERTIFICATE
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.
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 Company's 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, 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 ("AGM") 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 "Principal Business
Criteria" 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."
Auditor Report is not modified in respect of above matters.
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, 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.
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 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.
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 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.
DISCLOSURE UNDER THE PREVENTION OF 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 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.
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 |
|
Sd/- |
Sd/- |
Place: Mumbai |
Jaimin Desai |
Sunil Adukia |
Date: May 21, 2025 |
Director |
Director |
|
DIN:10957029 |
DIN: 00020049 |