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
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94.47
|
|
Total Expenses
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65.88
|
19.15
|
|
Profit before Tax
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28.74
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75.32
|
|
Tax Expenses:
|
|
|
|
Current Tax
|
8.55
|
15.13
|
|
Deferred Tax
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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
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