Directors Report of Swastik Safe Deposit & Investments Ltd.

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

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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

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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.

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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.