Directors of your Company take great pleasure in presenting the Annual Report on thebusiness and operations of your Company and the Audited Financial Statements for thefinancial year ended March 31 2020.
The financial performance of your Company for the year ended 31st March2020 is summarized below:
| ||Current Year 2019-2020 (Rs) ||Previous Year 2018-2019 (Rs) |
|Revenue From Operations ||11200850.00 ||5683934.00 |
|Other Income ||387.00 ||NIL |
|Cost of Material Sold ||NIL ||NIL |
|Exceptional items ||6448406.00 ||NIL |
|Profit Before Tax ||105402.00 ||-3432455.00 |
|Provision for Tax ||23000.00 ||8140.00 |
|Profit after Tax ||82402.00 ||-3440595.00 |
For the financial year under review the Board of Directors of your Company did notrecommend any dividend.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserves during the year.
The paid-up Equity Share Capital of the Company as at March 31 2020 stood at Rs63662410.00. compromising of 6366241 of Rs.10 each. During the year under review theCompany has neither issued shares non-convertible securities nor shares with differentialvoting rights nor granted any stock options or sweat equity or warrants. As at March 312020 none of the Directors of the Company hold any instruments which are convertibleinto Equity shares of the Company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report with detailed review of operationsperformance and future outlook as stipulated under Regulation 34 read with Schedule V tothe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of this Annual Report.
Corporate Governance essentially involves balancing the interests of a Company'sstakeholders. Corporate Governance practices of our Company are a reflection of ourvalues polices and relationship with our stakeholders. Your Company has complied with themandatory Corporate Governance requirements stipulated under Regulation 34(3) of theListing Regulations. Report on Corporate Governance is annexed hereto forming part of thisreport together with certificate from the Statutory Auditor regarding report on CorporateGovernance.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Companies Act 2013 and the Rules framed thereunder asamended the extract of the Annual Return as at March 31 2020 in the prescribed FormMGT-9 and the Annual Return as at March 31 2020 in the prescribed Form MGT7 areavailable on website of your Company at the URL: www.stcl.co.in respectively.
The composition of the Board is in conformity with Section 149 of the Act andRegulation 17 of the Listing Regulations. The Board continues to comprise of 8 Directorsout of 4 are Executive Director and 4 Non-Executive Independent Directors. The Chairman ofthe Board is an Executive Director.
KEY MANAGERIAL PERSONNEL
Ms. Rasika S. Kadam was appointed as Company Secretary & Compliance Officer of theCompany with effect from March 05 2020 Whereas CS Rasika has resigned from her post onJune 26 2020 and the Company appointed Ms. Pooja Thakar (A35595) Company Secretary &Compliance Officer of the Company.
Mr. Dhaval Savai has been appointed as Chief Financial Officer of the Company. INDEPENDENTDIRECTOR
Independent Directors have given written declarations to the Company confirming thatthey meets the criteria of independence as mentioned under Section 149(6) of the Act andRegulation 16(b) of SEBI LODR Regulations. The terms and conditions of appointment of theIndependent Directors are placed on the website of the Company at the web link stcl.co.in.The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold highest standards ofintegrity.
MEETING OF INDEPENDENT DIRECTORS
13th April 2019 5th August 2019 11th November 2019 14thFebruary 2020
There should be at least one meeting of Independent Directors in a year without theattendance of non-independent Directors and members of the Management.
The Company has put in place a system to familiarize the Independent Directors aboutthe Company its products business operations in emerging markets Quality Control andongoing events relating to the Company. The details of such familiarization programmesimparted for Independent Directors are placed on the website of the Company at the weblink stcl.co.in.
The performance of the Board and committees was evaluated by the Board on the basis ofdiscussion and questionnaire prepared after taking into consideration various aspects ofthe Board's functioning composition of the Board and its Committees culture executionand performance of specific duties obligations and governance. The performance evaluationof the Independent Directors was completed. The performance evaluation of the Chairman andNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARDANDAUDIT COMMITTEE
During the year Seven Board Meetings and Four Audit Committee Meetings were convenedand held. The details of these are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013
Details of mandatory Board Committee namely Audit committee Nomination andRemuneration Committee and Stakeholders Relationship Company are set out in the CorporateGovernance Report which forms part of this Report.
There has been no situation where the Board has not accepted any recommendation of theAudit Committee.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of Nomination & Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors Key Managerial Personnel and otheremployees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and prescribed details are annexed to this report.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of limits prescribed under section197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Remuneration Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under.
During the Financial Year 2019 - 20 company has not received any complaints regardingsexual harassment at workplace.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors report to the Chairman of the Audit Committee of the Board. InternalAuditors monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of Internal Auditors process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year on 31st March2020 to which the financial statement relates and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations
LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:
A. Details of investments made by the Company as on March 31 2020 Investments inPartnership Firm (details are as below mentioned)
|Name of The Company ||Amount (Rs) as at March 31 2020 |
|Rajyog Enterprise-Capital ||27000/- |
|Rajyog Construction- Capital ||2200/- |
|Rajyog Realtors- Capital ||37500/- |
|Rajyog Enterprises- Loans & Advances ||49631915/- |
|Rajyog Construction- Loans & advances ||251867/- |
|Rajyog Realtors- Loans & Advance ||71818971/- |
There are no other loans and guarantees issued by your Company in accordance withSection 186 of the Companies Act 2013 read with the Rules issued there under.
Your Company has not accepted any deposits within the meaning of Section 73 of the Actand the Companies (Acceptance of Deposits) Rules 2014 and no amount on account ofprincipal or interest on public deposits was outstanding as on March 31 2020.
The Company does not have any subsidiary/joint venture/ associate. Accordingly therewere no companies which have become or ceased to be its subsidiaries joint ventures orassociate companies during the year.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business.
The Company has formulated a Policy on Related Party transactions. This policy asapproved 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 contracts or arrangements withrelated parties referred to sub-section (1) of section 188 in Form AOC-2 is annexed tothis report.
The details of the related party transactions as required under Accounting Standards -18 are set out in Notes to accounts to the standalone financial statements forming part ofthis Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FORIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy and technology absorption
The operation of the company being financial services related requires normalconsumption of electricity. The company is taking every necessary step for reducingconsumption of energy.
B. Foreign Exchange Earnings And Outgo:
There was no foreign exchange outgo for the year ended as on March 31 2020.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the categories of companies required to constitute theCorporate Social Responsibility (CSR) Committee as per Sec 135 of the Companies Act 2013.Therefore the Company has neither constituted CSR Committee nor has it developed orimplemented any Policy on Corporate Social Responsibility.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andthe Listing Agreement. The policy provides for a framework and process whereby concernscan be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them.
The policy is uploaded on website of the company - http://www.stcl.co.in/
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Listing Agreement with Stock Exchange a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report .
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses on ensuring that these risks are identified on a timely basis and addressed.
M/s Vridhi& Associates Chartered Accountants (Firm Registration No: 141142W) wereappointed as the Statutory Auditors of the Company for a term of 5(Five) consecutiveyears at the Annual General Meeting of the Company held on September 29 2017.
According to MCA Notification S.O. 1833(E) dated May 07 2018 the provision of annualratification of appointment of auditors has been done away with. Accordingly M/sVridhi& Associates continue to act as Statutory Auditors in accordance with section139 and 141 of the Companies Act 2013 and rules made there under the same therefore doesnot form part of the notice conveying ensuing AGM.
Pursuant to provisions of Section 204(1) of the Act and Regulation 24A of the ListingRegulations the Secretarial Audit Report for the financial year ended March 31 2020issued by Amruta Giradkar and Associates Practicing Company Secretaries and theSecretarial Auditor of the Company is annexed as "Annexure - II". During theyear under review the Secretarial Auditor had not reported any fraud under Section143(12) of the Act. Explanation or Comments on disqualifications reservations adverseremarks or disclaimers in the auditor's reports: There is no qualification reservation oradverse remark or disclaimer made by the Auditor in their report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(5)of the Act.
That in the preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any.
That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat March 31 2020 and of the profit or loss of the Company for the financial year endedMarch 31 2020.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
That the Annual Financial Statements have been prepared on a going concern basis.
That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively. That system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well ListingAgreement.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK
There is no qualification reservation or adverse remark or disclaimer made-
i. by the Statutory auditor; and
ii. by the Company Secretary in practice
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: Mumbai ||Ajay Savai |
|Date: 26th June 2020 ||Managing Director |
| ||DIN: 01791689 |