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Safari Industries (India)

BSE: 523025|NSE: SAFARI|ISIN: INE429E01023|SECTOR: Plastics
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Directors Report Year End : Mar '18    Mar 17

DIRECTORS'' REPORT

To

The Members,

The Directors are pleased to present the Thirty Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended as on 31st March 2018.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS: (Rs, in Lakh)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from operations

41,808.54

35,116.81

42,022.25

35,242.32

Other income

154.79

109.53

154.88

109.53

Total revenue

41,963.33

35,226.34

42,177.13

35,351.85

Expenses

38,628.41

33,607.09

38,794.80

33,707.94

Profit before exceptional items and taxation

3,334.92

1,619.25

3,382.33

1,643.91

Exceptional items

-

89.06

-

89.06

Profit before tax

3,334.92

1,530.19

3,382.33

1,554.85

Tax expenses

1,213.97

524.00

1,228.51

536.45

Profit after tax

2,120.95

1,006.19

2,153.82

1,018.40

Other comprehensive income

(29.59)

(45.05)

(29.59)

(45.05)

Total comprehensive income for the period

2,091.36

961.14

2,124.23

973.35

The above is an extract from the financial statements prepared in accordance with the Indian Accounting Standards as notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

b) PERFORMANCE REVIEW: Standalone:

The total revenue of the Company for the financial year 2017-18 stood at Rs, 41,963.33 Lakh as against last year''s Rs, 35,226.34 Lakh, a growth of 19.12%. Profit before tax were at Rs, 3,334.92 Lakh as against last year''s Rs, 1,530.19 Lakh, a growth of 117.94%. The total comprehensive income was Rs, 2,091.36 Lakh as against Rs, 961.14 Lakh of the previous year.

As on 31st March 2018, the Reserves and Surplus of the Company were at Rs, 16,800.34 Lakh.

Consolidated:

In accordance with the Companies Act, 2013, the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Accounting Standard (AS) - 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements together with the Auditor''s Report is annexed herewith.

The total revenue of the Company for the financial year 2017-18 stood at Rs, 42,177.13 Lakh as against last year''s Rs, 35,351.85 Lakh, a growth of 19.31 %. Profit before tax were at Rs, 3,382.33 Lakh as against last year''s Rs, 1,554.85 Lakh, a growth of 117.53%. The total comprehensive income was Rs, 2,124.23 Lakh as against Rs, 973.35 Lakh of the previous year.

Highlights on the performance of Safari Lifestyles Ltd & its contribution to the overall performance of the Company:

The total revenue of the Safari Lifestyles Ltd for the financial year 2017-18 stood at Rs, 1,081.59 Lakh as against last year''s Rs, 1,364.40 Lakh. Profit before tax were at Rs, 51.42 Lakh as against last year''s '' 40.16 Lakh. The total comprehensive income was '' 36.88 Lakh as against '' 27.71 Lakh of the previous year.

A detailed analysis on the operations of the Company during the year under report and outlook for the current year is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

2. DIVIDEND:

The Board of Directors are pleased to recommend for your consideration a dividend of Rs, 0.50 per equity share of Rs, 2/- each (previous year Rs, 2/- per equity share of Rs, 10/- each) for the financial year 2017-18.

The total pay-out, if the dividend is approved by the Members at the Meeting will be Rs, 134.38 Lakh, including dividend distribution tax of Rs, 22.91 Lakh.

3. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2017-18.

4. SHARE CAPITAL:

During the year under review, the Company has issued 12,50,000 equity of Rs, 2/- each to Malabar India Fund Limited and 2,50,000 equity shares of Rs, 2/- each to Malabar Value Fund by way of preferential issue. Accordingly, the paid up Equity Share Capital as on March 31, 2018 stood at Rs, 4,45,00,000.

5. TRANSFER TO INVESTORS’ EDUCATION AND PROTECTION FUND:

In accordance to the applicable provisions of Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments hereof, the relevant dividend amounts which remain unpaid and unclaimed for a period of seven years have been transferred to the Investor Education and Protection Fund. Further shares in respect of which dividend has not been encashed by the Members during the last seven years, from the date of transfer to the unpaid dividend account of the Company, has been transferred to the designated Suspense Account as prescribed by the IEPF Authority during the year.

All unclaimed and unpaid dividend amount relating to the financial year 2010-11 will be transferred to the Investor Education and Protection Fund by 4th October 2018. Members are requested to encash their dividend immediately before it is transferred to the IEPF.

Details of the unpaid and unclaimed dividend amount lying with the Company as on 30th August 2017 have been uploaded on the Company''s website (www.safari.in) and also on the website of the Ministry of Corporate Affairs.

6. DIRECTORS:

a) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association Mr. Piyush Goenka, Director (holding DIN:02117859) Non-Executive, Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The aforesaid re-appointment with a brief profile and other related information of Mr. Piyush Goenka forms part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.

b) INDEPENDENT DIRECTORS:

During the year under review, declarations were received from all Independent Directors of the Company confirming that they fulfil the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at http: / / www.safari.in/ corporate/ investors-relations/ to avoid

c) KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company

Sr no. Name Designation

1. Mr. Sudhir Jatia Chairman and Managing Director

2. Mr. Vineet Poddar Chief Financial Officer

3. Ms. Jigna Parikh (upto 9th February 2018) Company Secretary

4. Mr. Rameez Shaikh (from 10th February 2018) Company Secretary

d) NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

The policy is available on the website of the Company at https://www.safari.in/corporate/investors-relations/policies

e) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Companies Act, 2013. All Independent Directors of the Company at their meeting held on 9th February 2018 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Board.

The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

f) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR:

During the year under review, the Board of Directors have held five (5) Board meetings. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed as Annexure A.

g) COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises of the following members:

Sr no. Name of Member Category

1 Dr. Shailesh Mehta - Chairman Independent

2 Mr. Punkajj Lath Independent

3 Mr. Dalip Sehgal Independent

4 Mr. Piyush Goenka Non-Executive Non-Independent Recommendations of the Audit Committee not accepted by the Board of Directors of the Company, along with the reasons thereof : None

7. CORPORATE GOVERNANCE REPORT:

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Corporate Governance Report together with a Certificate from M/s. Ninad Awachat & Associates, Practicing Company Secretaries confirming compliance thereto is enclosed with the Corporate Governance Report which is annexed as Annexure A.

In compliance with the requirements of Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a certificate from the Managing Director and Chief Financial Officer of the Company was placed before the Board. The same is enclosed as a part of the Corporate Governance Report.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

8. PARTICULARS OF EMPLOYEES:

The information pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B and forms part of this Report.

The statement containing particulars of remuneration of employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure C of this Report.

In terms of Section 136 (1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid Annexure C. This Annexure shall be made available on the website of the Company 21 days prior to the date of the Annual General Meeting (''AGM''). The information is also available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays, Sundays and Public Holidays up to the date of the AGM. Any Member desirous of obtaining a copy of the said Annexure may write to the Company Secretary at the Registered Office Address.

9. SAFARI EMPLOYEE STOCK OPTION SCHEME 2016:

Presently, the Company has Employee Stock Option (ESOP) Scheme namely Safari Employee Stock Option Scheme 2016 (the Scheme) which helps the Company to retain and attract the right talent. The Nomination, Remuneration and Compensation Committee monitors the Company''s ESOP scheme.

There are no changes in the Scheme and the Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The disclosures required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the Company at https://www.safari.in/corporate/investors-relations/policies

10. DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013:

The Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that they 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 at the end of the financial year and of the profit of the Company for that period.

c) that they 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.

d) that they have prepared the annual accounts on a going concern basis.

e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. AUDITORS:

At the 37th Annual General Meeting held on 30th August 2017, M/s. Lodha & Co., Chartered Accountants (Firm Registration No. 301051E) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting, subject to ratification of appointment by the Members of the Company in each Annual General Meeting.

The Companies (Amendment) Act, 2017 published in the Gazzette of India on 3rd January 2018, amended few sections of the Companies Act, 2013 including omission of first proviso to Section 139 (1) of the Companies Act, 2013, which provided ratification of appointment of the Statutory Auditors by the members at every AGM. The amendment to said Section is effective from 7th May 2018.

In view of the above, the Board of Directors of the Company have proposed partitial modification in the previous resolution of the members passed at 37th AGM of the Company on appointment of Statutory Auditors and recommended to continue appointment of M/s. Lodha & Co., Chartered Accountants (Firm Registration No. 301051E) as Statutory Auditors of the Company for the period of 5 years commencing from the conclusion of 37th AGM till the conclusion of 42nd AGM of the Company without seeking any further ratification of their appointment from members at this AGM and ensuing AGMs till the tenure of the Statutory Auditors.

The Auditor''s Report does not contain any qualification, reservation or adverse remark.

12. INTERNAL AUDITORS:

Based on the recommendation of the Audit Committee of the Company, the Board of Directors of the Company had appointed M/s. Ernst & Young LLP as the Internal Auditors of the Company.

13. SECRETARIAL AUDIT REPORT:

In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/ s. Ninad Awachat & Associates, Practicing Company Secretaries (Membership No. 26995 & CP No. 9668) to conduct Secretarial Audit for the financial year 2017-18.

The Report of the Secretarial Auditor is annexed hereto as Annexure D. The said Report does not contain any qualification, reservation or adverse remark.

14. SUBSIDIARIES:

The consolidated financial statements of the Company include the financial statements of Safari Lifestyles Ltd, the wholly owned subsidiary of the Company for the financial year 2017-18. The Financial Statements of Safari Lifestyles Limited are also placed on the website of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary of the Company at its Registered Office.

The Report on the performance and financial position of Safari Lifestyles Ltd in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure E.

The Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website at https://www.safari.in/corporate/investors-relations/policies

15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors has adopted a policy on Internal Financial Controls to ensure orderly and efficient conduct of the business of the Company including the Company''s policies. The said Policy is adequate and is operating effectively.

16. RISK MANAGEMENT POLICY:

The Company is committed to high standards of business conduct and good risk management to:

- Protect the Company''s assets

- Achieve sustainable business growth

- Avoid major surprises relating to overall control environment

- Safeguard shareholder investment

- Ensure compliance with applicable legal and regulatory requirements.

The Board has adopted a policy on risk management to mitigate inherent risks and help accomplish the growth plans of the Company. Accordingly, various potential risks relevant to the Company has been identified by the Audit Committee. The Board reviews the same periodically and suggests measures to mitigate and control these risks.

17. LISTING OF SHARES:

The equity shares of the Company are listed on BSE Ltd.

The Company has paid necessary listing fees to BSE Ltd as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for FY 2018-19.

18. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All the related party transactions entered by the Company during the year under review were in the ordinary course of business, on arm''s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no material related party transactions during the year under review.

Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at https://www.safari.in/ corporate/investors-relations/policies

The details of the transactions with Related Parties as per Indian Accounting Standard 24 are set out in Notes to the Standalone Financial Statements.

19. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and/or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith.

The Policy has been uploaded on the website of the Company at http: / / www.safari.in/ corporate / investors-relations / policies

20. PARTICULARS OF LOAN, GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

During the year under review, the Company has not given any loans or guarantees. Details of investments made are given in Notes to the Standalone Financial Statement.

21. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return as on 31st March 2018 in terms of Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure F.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure G hereto and forms part of this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure H forming part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The Company has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The same is available on the website of the Company at http:// www.safari.in/corporate/investors-relations/policies.

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of the Annual Report. The report on CSR activities undertaken by the Company for the year under review is annexed to this Report at Annexure I.

25. INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year under review.

26. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of W omen at W orkplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has formed a Committee to redress complaints received regarding sexual harassment. During the year under review, no such complaints have been filed with the Committee.

27. GENERAL:

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Change in nature of Company''s business.

c) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

d) Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year & the date of Report.

e) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

28. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders and last, but not the least our valued Members, for all their support and trust reposed in the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

For SAFARI INDUSTRIES (INDIA) LIMITED

SUDHIR JATIA

Place: Mumbai Chairman & Managing Director

Date: 21st May 2018 DIN:00031969

Source : Dion Global Solutions Limited
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