Directors of our Company take great pleasure in presenting the AnnualReport on the business and operations of your company and the Audited Financial Statementsfor the financial year ended March 31 2022.
The Financial Performance of your Company for the year ended 31stMarch2022 is Summarized below:
|Particulars ||Current Year 2021-2022 (Rs) ||Previous Year 2020-2021 (Rs) |
|Revenue From Operations ||9879772 ||9353588 |
|Other Income ||12000 ||25300 |
|Cost of Material Sold ||0 ||0 |
|Exceptional items ||0 ||3309267 |
|Profit Before Tax ||6801194 ||3077489 |
|Provision for Tax ||- ||- |
|Profit after Tax ||6801194 ||3077489 |
OPERATION & REVIEW
To receive consider and adopt the audited Balance Sheet as at March31 2022 and Statement of Profit & Loss together with notes forming part thereto("Financial Statement") for the year ended on March 31 2022 and Report of theBoard of Directors and Auditors thereon. Total Revenue from operation of the Company isRs. 9879772 And the net profit after tax is Rs. 6801194 for the financial year2021-22.
For the financial year under review the Board of Directors of yourCompany did not recommend any dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND
Since there was no unpaid/unclaimed dividend the provisions of Section125 of the Companies Act 2013 do not apply.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for FY2022 after all appropriation and adjustments was Rs. 66194607.63
CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business ofthe Company. Where as the Company has passed Special Resolution for Change in the ObjectClause of the Company.
The paid-up Equity Share Capital of the Company as at March 31 2022stood at Rs 63662410/- comprising of Rs.10 each. During the year under review theCompany has neither issued shares non-convertible securities nor shares withdifferential voting rights nor granted any stock options or sweat equity or warrants. Asat March 31 2022 none of the Directors of the Company hold any instruments which areconvertible into Equity shares of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Following are the Director and Key Managerial Personnel of the companyas on a date of sign of this Report.
|Sr. No. Name of Director/KMP ||Designation |
|1. Mr. Ajay S. Savai ||Managing Director |
|2. Mr. Dhaval Ajay Savai ||Director |
|3. Ms. Trishana Ajay Savai ||Director |
|4. Mr. Tejas. H. Shah ||Independent Director |
|5. Mr. Parmit M. Shah ||Independent Director |
|6. Mr. Nipun K. Zaveri ||Independent Director |
|7. Mr. Bhaven T. Bakhai ||Independent Director |
|8. Ms. Trishana Ajay Savai ||Chief Executive Officer |
|9. Mr.Dhaval Savai ||Chief Financial Officer |
|10. Mrs. Kinjal Parkhiya ||Company Secretary and Compliance Officer |
NUMBER OF BOARD MEETINGS
During the Year under the review the Board of Directors met 04 (Four)times details of the Board meeting are as under :
|Date on which the Board Meetings were held ||Total Strength of the Board ||No. of Directors present |
|June 15 2021 ||8 ||8 |
|August 13 2021 ||8 ||8 |
|November 15 2021 ||8 ||8 |
|March 16 2022 ||8 ||8 |
COMMITTEES TO THE BOARD:
The Company has 3 Board Level Committees. All decisions andrecommendations of the Committees are placed before Board for information and approval.The role and composition of these Committees including the number of meetings held duringthe financial year and the related attendance are provided below:
A. Audit Committee
The Audit Committee has played an important role in ensuring thefinancial integrity of the Company. The Audit Committee's role includes oversight ofthe financial reporting process the audit process the adequacy of internal controlstransactions with related parties and compliance with applicable laws and regulations.
The Audit Committee has been constituted in line with the provisions ofSection 177 of the Companies Act 2013. The members of the Audit Committee are financiallyliterate and have requisite experience in financial management. The Audit Committee meetsthe Statutory Auditor and the Internal Auditor independently without the management atleast once in a year. All the recommendations made by the Audit Committee were accepted bythe Board.
During the financial year ended March 31 2022 4 (Four) meetings ofthe Audit Committee were held on June 152021 August 132021 November 15 2021 and March16 2022. The Chairman of the Audit Committee was present at the last AGM held onSeptember 28 2021.The composition of the Audit Committee and their attendance of theBoard of Directors of the Company attended during the financial year ended March 31 2022are detailed below:
|Name of the Member ||Nature of Membership ||Board Meeting Details |
| || ||Held ||Attended |
|Mr. Nipun K Zaveri ||Chairman ||4 ||4 |
|Mr. Tejas H Shah ||Member ||4 ||4 |
|Mr. Dhaval Savai ||Member ||4 ||4 |
B. Nomination & Remuneration Committee
The Nomination and Remuneration Committee broadly plays a dual role ofdetermining the composition of the Board based on need and requirements of the Companyfrom time to time and determines the overall compensation framework and policy forDirectors senior management and employees. The Committee further reviews that the humanresource practices of the Company are effective in maintaining and retaining a competentworkforce.
The Nomination & Remuneration Committee (NRC) has been constitutedin line with the provisions of Section 178 of the Companies Act 2013. During thefinancial year ended March 31 2022 4 (Four) meetings of the NRC were held on June 152021 August 13 2021 November 15 2021 and March 16 2022. The composition of theNomination & Remuneration Committee of the Board of Directors of the Company alongwith the details of the meeting held and attended during the financial year ended March31 2022 are detailed below:
|Name of the ||Nature of Membership ||Board Meeting Details |
| || ||Held ||Attended |
|Mr. Tejas Shah ||Chairman ||4 ||4 |
|Mr. Bhaven Bakhai ||Member ||4 ||4 |
|Mr. Nipun K Zaveri ||Member ||4 ||4 |
|Ms. Trishna Savai ||Member ||4 ||4 |
C. Stakeholder Relationship Committee
The Stakeholder Relationship Committee has been constituted in linewith the provisions of Section 178 of the Companies Act 2013.
The Committee met on November 15 2021 during the financial year endedMarch 31 2022. The constitution of the Stakeholders Relationship Committee and theirattendance during the financial year is detailed below:
|Name of the Member ||Nature of Membership ||Committee Meeting Details |
| || ||Held ||Attended |
|Mr. Parmit Shah ||Chairman ||1 ||1 |
|Mr. Nipun Zaveri ||Member ||1 ||1 |
|Mr. Ajay Savai ||Member ||1 ||1 |
DECLARATION BY INDEPENDENT DIRECTOR
Independent Directors have given written declarations to the Companyconfirming that they meets the criteria of independence as mentioned under Section 149(6)of the Act and Regulation 16(b) of SEBI LODR Regulations. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Company at theweb link stcl.co.in. The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they holdhighest standards of integrity.
MEETING OF INDEPENDENT DIRECTORS
The Board of Directors of the Company meets once in every FinancialYear without the presence of Executive Directors and Management of the Company. The roleof the Directors is as per the provisions of Companies Act 2013 as well as the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The meeting of Independent Directors was held on Thursday December 9 2021.
CODE OF CONDUCT
The Company's Code of Conduct as adopted by the Board ofDirectors is applicable to all Directors Senior Management and Employees of the Company.The Code of Conduct of the Company covers substantial development disclosure of materialinformation integrity of financial reporting continuous improvement of the internalcontrol system and sound investor relations.
The Company has put in place a system to familiarize the IndependentDirectors about the Company its products business operations in emerging marketsQuality Control and on-going events relating to the Company. The details of suchfamiliarization programmes imparted for Independent Directors are placed on the website ofthe Company at the web link stcl.co.in.
The performance of the Board and committees was evaluated by the Boardon the basis of discussion and questionnaire prepared after taking into considerationvarious aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance. The performance evaluation of the Independent Directors was completed. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the informationand explanation obtained by them your Directors make the following statements in terms ofSection 134(5) of the Act. That in the preparation of the annual financialstatements the applicable accounting standards have been followed along with properexplanation relating to material departures if any. That such accounting policies asmentioned in Notes to the Financial Statements have been selected and applied consistentlyand judgments have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at March 31 2022 and of the profit or lossof the Company for the financial year ended March 31 2022. That proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities. That the Annual FinancialStatements have been prepared on a going concern basis. That proper internal financialcontrol was in place and that the financial controls were adequate and were operatingeffectively. That system to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal controls commensurate withthe size scale and complexity of its operations. To maintain its objectivity andindependence the Internal Auditors report to the Chairman of the Audit Committee of theBoard. Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditors process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year on 31stMarch 2022 to which the financial statement relates and the date of this report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofsection 178 relating to the remuneration for the Directors Key Managerial Personnel andother employees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and prescribed details are annexed to this report.
JPMK and Company Chartered Accountants (Firm Registration No:124193W)hold the office for a at term of 5 years at the 38th AGM to be hold on July 2022 until theconclusion of 43rd AGM.
According to MCA Notification S.O. 1833(E) dated May 07 2018 theprovision of annual ratification of appointment of auditors has been done away with.Accordingly JPMK and Company shall act as Statutory Auditors in accordance with section139 and 141 of the Companies Act 2013 and rules made thereunder.
Pursuant to provisions of Section 204(1) of the Act and Regulation 24Aof the Listing Regulations the Secretarial Audit Report for the financial year endedMarch 31 2022 issued by Amruta Giradkar and Associates Practicing Company Secretaries andthe Secretarial
Auditor of the Company is annexed as "Annexure - II". Duringthe year under review the
Secretarial Auditor had not reported any fraud under Section 143(12) ofthe Act. Explanation or Comments on disqualifications reservations adverse remarks ordisclaimers in the auditor's reports:
1. Qualification 1- Late Filing of MGT-7 and AOC-4-: Your Company haspaid late fine and filed the form with MCA.
2. Qualification 2: Penalties imposed by BSE Limited for non complianceof certain regulation of SEBI LODR 2015
i. Non Compliance of Regulation 23(9) of SEBI LODR 2015: As perRegulation 15 of LODR 2015 Regulation 23(9) is not applicable to the Compnay asCompany's paid up share capital and net worth does exceed threshold limit.
ii. Non Compliance of Regulation 34 of SEBI LODR 2015 for delayedsubmission of Annual Report: The Company has paid the fine of Rs. 96760/- to the BSE forlate submission of Annual Report
iii. Non Compliance of Shareholding Pattern Regulation 33 of SEBI LODR2015 within prescribed period: The Company has paid the fine of Rs. 35400/-
iv. Non Compliance of Regulation 19(1)/ 19(2) of SEBI LODR 2015 withthe constitution of nomination and remuneration committee- As per Regulation 15 of LODR2015 Regulation 19(1) and (2) is not applicable to the Company as Company's paid upshare capital and net worth does exceed threshold limit.
v. Non Compliance of Regulation 44 of SEBI LODR 2015 non filing ofScrutinizer Report- The Compnay has paid the fine of Rs. 10000/-
Your Company has not accepted any deposits within the meaning ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014 and no amounton account of principal or interest on public deposits was outstanding as on March 312022.
The Company does not have any subsidiary/joint venture/ associate.Accordingly there were no companies which have become or ceased to be its subsidiariesjoint ventures or associate companies during the year.
Corporate Governance essentially involves balancing the interests of aCompany's stakeholders. Corporate Governance practices of our Company are areflection of our values polices and relationship with our stakeholders. As perRegulation 15 of LODR 2015 Regulation 27 and paraC D and E of Schedule V of theRegulation is not applicable. Your Company has complied with the mandatory requirementsstipulated under Regulation 34(3) of the Listing Regulations.
PARTICULARS OF EMPLOYEES
There are 6 employees in Company no one of the employee drawingremuneration in excess of limits prescribed under section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of RemunerationManagerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.During the Financial Year 2021-22 company has not received any complaints regarding sexualharassment at workplace.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ORTRIBUNALS
There are no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits future operations
LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments under Section 186 ofthe Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 are as follows: A. Details of investments made by the Company as on March 312022
Investments in Partnership Firm (details are as below mentioned)
|Name of The Company ||Amount (Rs) as at March 31 2022 |
|Rajyog Enterprise-Capital ||27000/- |
|Rajyog Realtors- Capital ||37500/- |
|Rajyog Construction - Capital ||2200/- |
|Rajyog Enterprises- Loans & Advances ||49728893.08/- |
|Rajyog Realtors - Loans & advances ||75328186.96/- |
|Rajyog Construction - Loans & Advance ||354033.40/- |
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course ofbusiness. The Company has formulated a Policy on Related Party transactions. This policyas approved by the Board is uploaded on the Company's website -http://www.stcl.co.in/ The report of the Board in respect of the particulars of contractsor arrangements with related parties referred to sub-section (1) of section 188 in FormAOC-2 is annexed to this report. The details of the related party transactions as requiredunder Accounting Standards 18 are set out in Notes to accounts to the standalone financialstatements forming part of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FORIGN EXCHANGEEARNINGS AND OUTGO A. Conservation of energy and technology absorption
The operation of the company being financial services relatedrequires normal consumption of electricity. The company is taking every necessary step forreducing consumption of energy.
B. Foreign Exchange Earnings and Outgo:
There was no foreign exchange outgo for the year ended as on March 312022.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the categories of companies required toconstitute the Corporate Social Responsibility (CSR) Committee as per Sec 135 of theCompanies Act 2013. Therefore the Company has neither constituted CSR Committee nor hasit developed or implemented any Policy on Corporate Social Responsibility.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral andlegal business conduct. Accordingly the Board of Directors has formulated a WhistleBlower Policy which is in compliance with the provisions of Section 177 (10) of theCompanies Act 2013 and the Listing Regulations. The policy provides for a framework andprocess whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The policy is uploaded on website of the company - http://www.stcl.co.in/
The Company is exposed to inherent uncertainties owing to the sectorsin which it operates. A key factor in determining a company's capacity to createsustainable value is the risks that the company is willing to take (at strategic andoperational levels) and its ability to manage them effectively. Many risks exist in acompany's operating environment and they emerge on a regular basis. TheCompany's Risk Management processes focuses on ensuring that these risks areidentified on a timely basis and addressed.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK
There is no qualification reservation or adverse remark or disclaimermade- i. by the Statutory auditor; and ii. by the Company Secretary in practice
Your Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
For and on behalf of the Board of Directors
Place: Mumbai Sd/- Date: June 18 2022 Ajay Savai Managing DirectorDIN: 01791689
DECLARATION ON COMPLIANCE WITH THE COMPANY'S CODE OF
CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
I hereby confirm and declare that in terms of Regulation 26 (3) ofSEBI Listing Regulations all the Senior Management Personnel of the Company have affirmedcompliance with the "Code of Conduct for the Board of Directors and the SeniorManagement Personnel" for the Financial Year 2021-2022.
For and on behalf of the Board of Directors
Date: June 18 2022
Chairman and Managing Director