The Directors are pleased to present the 74th Annual Report of the Company along withthe audited financial statements for the financial year ended March 31 2021.
(Rs in lakhs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||80.00 ||67.78 |
|Other Income ||0.95 ||40.73 |
|Total Income ||80.95 ||108.51 |
|Cost of Projects ||41.07 ||- |
|Employee Benefits Expense ||6.51 ||7.28 |
|Finance Costs ||- ||0.63 |
|Depreciation and Amortisation Expense ||0.90 ||2.22 |
|Other Expenses ||13.53 ||108.72 |
|Total Expenditure ||62.01 ||118.85 |
|Profit / (Loss) before tax ||18.94 ||(10.34) |
|Tax Credit/ (Expenses) ||(0.93) ||73.91 |
|Net Profit for the year ||18.01 ||63.57 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the financial year 2020-21 was Rs 80 Lakhs as against Rs67.78 Lakhs during the previous financial year an increase of 18.02%. Total incomereduced by 25.40% to Rs 80.95 Lakhs from Rs 108.51 during the previous financial year.Total expenditure reduced by 47.82% to Rs 62.01 Lakhs from Rs 118.85 Lakhs in financialyear 201920.
The Company witnessed net profit of Rs 18.01 Lakhs as against net profit of Rs 63.57Lakhs in the financial year 2019-20.
The Company's project at Hyderabad is fully completed. The Company is evaluatingvarious other business opportunities in the real estate space. Since the company does nothave any ongoing project there is no impact on the Company of outbreak of Covid-19.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review. Noamount is proposed to be transferred to reserves during the year.
Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 Annual Return of the Company for the yearended on March 31 2021 is available on the Company's website at www.sanathnagar.in
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retiring by rotation
As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Ms Sanjyot Rangnekar Director of the Company retires by rotation and beingeligible offers herself for reappointment.
Key Managerial Personnel
Mr. Sumit Kumar Jain resigned from the post of Chief Financial Officer from the closeof business hours on January 20 2021. The Board places on record its appreciation for theservices rendered by him during his tenure as Chief Financial officer.
Mr. Kiran Kokare was appointed as a Chief Financial Officer with effect from January20 2021.
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company as on the date of this report:
Mr. Martin Godard Manager
Mr. Kiran Kokare Chief Financial Officer
Mr. Hitesh Marthak Company Secretary
The Company has received declarations under section 149 of the Act from all independentdirectors confirming that they meet the criteria of independence prescribed under the Actand the Listing Regulations.
None of the Non-Executive Directors had any pecuniary relationship or transaction withthe Company which could potentially conflict with the interests of the Company at large.
BOARD AND BOARD COMMITTEES
Meetings of the Board
The Board met four times during the financial year ended March 2021; on June 9 2020September 2 2020 November 3 2020 and January 20 2021. The gap between two meetings didnot exceed the period stipulated in the Companies Act 2013 and the Secretarial Standards.The Details of Board Meeting held and attendance of the Directors is given hereunder:
|Sr. Name of Director(s) No. ||Category of Directorship ||Number of Meetings which the director was entitled to attend ||Number of Meetings attended |
|1. Mr. Bhushan Shah ||Independent Non-Executive ||4 ||4 |
|2. Mr. Vinod Shah ||Independent Non-Executive ||4 ||4 |
|3. Ms. Sanjyot Rangnekar ||Non-Independent Non Executive ||4 ||4 |
Independent Directors' Meeting
In compliance with Schedule IV to the Act (Code for Independent Directors) and theListing Regulations the Independent Directors of the Company met separately on March 162021.
The Board has constituted four committees as on March 31 2021.
As on March 312021 the Audit Committee comprised Mr. Bhushan Shah Chairman and Mr.Vinod Shah both independent directors and Ms. Sanjyot Rangnekar non-executive andnon-independent Director. All Members of the Committee have relevant experience infinancial matters. Senior executives are invited to participate in the meetings of theCommittee as and when necessary. The Manager and the Chief Financial Officer are inviteesto the meetings and the Company Secretary acts as the Secretary to the Committee. Theterms of reference of the Audit Committee are in line with the provisions of Section 177of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Audit Committee met four times during the year; on June 9 2020 September 2 2020November 3 2020 and January 20 2021. All members attended all four audit committeemeetings.
Nomination & Remuneration Committee
As on March 31 2021 the Nomination & Remuneration Committee comprised Mr. BhushanShah Chairman and Mr. Vinod Shah both independent directors and Ms. Sanjyot Rangnekarnon-executive and non-independent Director. The terms of reference of the Committee are inline with the provisions of Section 178 of the Act and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.
The Committee met twice during the year; on June 9 2020 and January 20 2021. Allmembers attended both the NRC Committee meetings.
Stakeholders' Relationship Committee
As on March 31 2021 the Stakeholders' Relationship Committee comprised Ms. SanjyotRangnekar Chairperson and Mr. Bhushan Shah and Mr. Vinod Shah both independentdirectors. The Committee met four times during the year; on June 9 2020 September 22020 November 3 2020 and January 20 2021. All members attended all four SRC Committeemeetings.
Corporate Social Responsibility
As on March 31 2021 the CSR Committee comprised Ms Sanjyot Rangnekar ChairpersonMr. Bhushan Shah and Mr. Vinod Shah. The Committee met once during the financial year; onJune 9 2020. All members attended all meetings during the year.
The company does not met the criteria as set out in Section 135 of the Companies Act2013 in last three financial years therefore the provisions related to Corporate SocialResponsibility are not applicable to the company.
The Board carried out an annual evaluation of its own performance board committeesand individual directors pursuant to the provisions of the Act and the SEBI Listingregulations. Performance of the board was evaluated after seeking inputs from all thedirectors on the basis of criteria such as board composition and structure effectivenessof board processes information and functioning etc. The performance of the committeeswas evaluated by the Board after seeking inputs from the committee members. The Board andthe Nomination and Remuneration Committee reviewed the performance of individual directorson the basis of criteria such as the contribution of the individual director to the boardand committee meetings.
In a separate meeting of independent directors performance of non-independentdirectors Chairperson and the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualifications positive attributes and independence of aDirector. The NRC is also responsible for recommending to the Board a policy relating toremuneration of Directors Key Managerial Personnel and other employees. In line with thisrequirement the Board has adopted a Nomination and Remuneration Policy which is availableon the Company's website at http://www.sanathnagar.in/. Salient features of the Policy arereproduced in Annexure I to this Report.
AUDITORS & AUDITOR'S REPORTS
MSKA & Associates Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on September 29 2016 for a term of fiveconsecutive years and hold office till the conclusion of the forthcoming Annual GeneralMeeting.
The Board of Directors at its meeting held on July 20 2021 after considering therecommendations of the Audit Committee has recommended the re-appointment of MSKA &Associate as the Statutory Auditors of the Company for approval of the Members to holdoffice for a period of five consecutive years from the conclusion of the ensuing AnnualGeneral Meeting until the conclusion of the 79th Annual General Meeting to be held in thecalendar year 2026.
A resolution proposing re-appointment of MSKA & Associates Chartered Accountantsas the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act2013 forms part of the Notice of Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shravan A.Gupta & Associates Practicing Company Secretary was appointed as Secretarial Auditorto conduct secretarial audit for the financial year 2020-21.
The Statutory Auditor's Report for financial year 2020-21 does not contain anyqualifications reservations or adverse remarks. The Auditor's report is enclosed with thefinancial statements with this Annual Report.
The Secretarial Audit Report for financial year 2020-21 does not contain anyqualifications reservations or adverse remarks. The Secretarial Audit Report is providedin Annexure II of this Report.
Cost Auditor & Cost Audit Report
The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company for the financial year 2020-21.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any Loans Guarantees or provided security or madeinvestments to/in any other company during the financial year under review.
RELATED PARTY TRANSACTIONS
The transactions/contracts/arrangements falling within the purview of provisions ofSection 188(1) of the Companies Act 2013 entered by the Company with related parties asdefined under the provisions of Section 2(76) of the Companies Act 2013 during thefinancial year under review were in the ordinary course of business and have beentransacted at arm's length basis.
Further there are no transactions/contracts/arrangements entered by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year that are required to be reported in Form AOC-2.
HOLDING COMPANY SUBSIDIARIES JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. The ultimate holdingcompany is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have anysubsidiary joint ventures or associate company.
MANAGEMENT AND INTERNAL CONTROLS
Your Company has robust process in place to identify key risks and to prioritizerelevant action plans to mitigate these risks. Your Company has adopted a Risk Managementpolicy which is based on three pillars: Business Risk Assessment Operational ControlsAssessment and Policy Compliance processes. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by the Statutory as well as the Internal Auditor and cover all offices sitesand key business areas. Significant audit observations and follow up actions thereon arereported to the Board/ Audit Committee. The Board / Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems.
These systems provide a reasonable assurance in respect of financial and operationalinformation complying with applicable statutes safeguarding of assets of the Companyprevention & detection of frauds accuracy & completeness of accounting recordsand ensuring compliance with corporate policies.
Whistle Blower Policy and Vigil Mechanism
The Company's Whistle Blower Policy is in line with the provisions of Section 177 ofthe Companies Act 2013 and as per Regulation 22 of the Listing Regulations. This Policyestablishes a vigil mechanism for Directors and employees to report genuine concernsregarding unethical behaviour actual or suspected fraud or violation of the Company'sCode of Conduct. The said mechanism also provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provision for direct access tothe chairperson of the Audit Committee in appropriate or exceptional cases.
The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil Mechanism/ Whistle Blower Policy is posted on the Company's website http://sanathnagar.in/
The Company does not have any employee as on March 31 2021.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHERDISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant tothe Company as the Company has no employees directors do not draw any remuneration (otherthan sitting fees) and key managerial personnel have been deputed by the holding company.
The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are furnished in Annexure III to thisreport.
During the financial year 2020-21 the Company neither earned any foreign exchange interms of actual inflows nor is there any foreign exchange outgo in terms of actualoutflows.
CORPORATE GOVERNANCE REPORT
As the paid up equity share capital and net worth of the Company are below the limitsspecified in Regulation 15 of the Listing Regulations the Company is not required tofurnish a report on corporate governance and therefore the same does not form part of thisReport.
Your Directors state that for the financial year ended March 31 2021 no disclosure isrequired in respect of the following items and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the Board's report.
b. There was no change in the authorized and paid-up share capital of the Companyduring financial year 2020-21.
c. As there are no employees the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 is not applicable to the Company.
d. There are no material changes or commitments affecting the financial position of theCompany between March 31 2021 and the date of this report.
e. No cases were filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal Act 2013. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under this Act.
f. The Company has not accepted any deposits during financial year 2020-21.
g. No instance of fraud has been reported to Board of Directors of the Company by theAuditors or any other person.
h. No significant or material orders were passed by the Regulators/Courts/Tribunalswhich impact the going concern status and Company's operations in future.
i. During the financial year 2020-21 there was no change in the nature of the businessof the Company.
j. There has been no issue of equity shares with differential rights as to dividendvoting or otherwise during the financial year 2020-21.
k. No petition/application has been admitted under Insolvency and Bankruptcy code bythe Honorable NCLT.
l. The Company has complied with applicable Secretarial Standards issued by theInstitute of the Company Secretaries of India during the financial year 2020-21.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;
b. Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;
c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance andsupport extended by all stakeholders.
| ||For and on behalf of the Board || |
| ||Sanathnagar Enterprises Limited || |
| ||Sanjyot Rangnekar ||Bhushan Shah |
| ||Director ||Director |
|Date: July 20 2021 ||DIN:07128992 ||DIN: 07484485 |
|Place: Mumbai || || |