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Shraddha Prime Projects Ltd.

BSE: 531771 Sector: Others
NSE: N.A. ISIN Code: INE311M01018
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VOLUME 125
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P/E
Mkt Cap.(Rs cr) 6
Buy Price 12.45
Buy Qty 13875.00
Sell Price 0.00
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OPEN 12.45
CLOSE 12.45
VOLUME 125
52-Week high 12.45
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 6
Buy Price 12.45
Buy Qty 13875.00
Sell Price 0.00
Sell Qty 0.00

Shraddha Prime Projects Ltd. (SHRADDHAPRIME) - Director Report

Company director report

To

The Members of

Shraddha Prime Projects Limited

(Formerly - Towa Sokki Limited)

Your Directors are pleased to present the 29th Annual report of your Companytogether with the audited financial statement and the Auditors' Report of your company forthe financial year ended March 312021.

1. Financial Highlights:

The Financial performance of the Company during the F.Y. 2020-2021 is as under:

(Amount in Lacs.)

Particulars For the year ended March 31 2020 For the year ended March 31 2021
Revenues 3.52 4.24
Expenses 28.50 35.45
Profit / (Loss) Before Income Tax (16.61) (25.11)
Net Profit /(loss) (16.61) (25.11)

2. Company's Affairs

Shraddha Prime Projects Limited (Earlier known as Towa Sokki Limited) is a BSE ListedCompany. The Company is engaged in manufacturing and selling of Survey Instruments. Theoperations for the year under review shows a loss of Rs. 2511321/-. During the year underreview the sales have not been improved. This is mainly attributed to Lockdown COVID-19and overall economic slowdown in the Country. The activities of the Company have beenchanged and the activities were approved by the shareholders vide approval accordedthrough postal ballot wherein the object clause of the Company was altered to replace theold activities with new ones. The shareholders have approved the name change vide samepostal ballot which was later approved by the Registrar of Companies vide revisedcertificate of incorporation dated July 19 2021. Consequent to the changes the Companyshall now engage in the business of real estate activities which involves developingleasing constructing reconstructing etc of various residential and commercial projectsin India and Abroad and has recently changes the line of business by moving to real estatedevelopment and construction projects

During the year under review the manufacturing sales have not been much improved. Thisis mainly attributed to overall economic slowdown in the Country. Your Directors arehopeful of achieving growth in revised business line proposed to be carried out by theCompany.

VOLUNTARY OPEN OFFER BY MR. SUDHIR BALU MEHTA:-

During the year under review Mr. Sudhir Balu Mehta ("Acquirer") hadannounced a voluntary Open offer to the Shareholders of Shraddha Prime Projects Limitedpursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations 2011 and subsequentamendments thereto ("the Takeover Regulations") to acquire 1184248 equityshares representing 26% of the total paid-up share capital of the Company at a price ofRs 6/- (Rupees Fourteen only) per share.

The offer was made by the Acquirer the tender period under the offer was from MondayApril 19 2021 to Monday May 03 2021. The Acquirer received 725714 equity sharesduring the open offer period from the existing shareholders of the Company

3. Change in Nature of Business

There are no changes in the nature of business during the Financial Year 2020 - 2021.Post Closure of financial year the nature of business of altered to enter into altogetherdifferent business line as elaborated above.

4. Share Capital

A) Issue of Equity Shares with Differential Rights: The Company has not issued anyequity shares with differential rights during the Financial Year 2020-2021.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Sharesduring the Financial Year 2020-2021.

C) Issue of Employee Stock Options: The Company has not issued any Employee StockOptions during the Financial Year 2020-2021.

5. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Joint venture or associate Company.

6. Weblink for annual return

The Annual Return pursuant to the provisions of Section 92 (3) has been placed at thewebsite of the Company at www.towasokki.in and www.shraddhaprimeprojects.in.

7. Number of Meetings of the Board

The Board of Directors duly met 6 times during the Financial Year 2020-21 in Complianceof applicable provisions of Companies Act 2013.

8. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 (the "Act"):

1. that in the preparation of the annual accounts for the year ended March 312021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

2. that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period;

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

9. Details in respect of frauds reported by Auditors

No fraud on or by the Company were noticed or reported by the auditors during theperiod under review.

10. Particulars of Loans Guarantees or Investments made under Section 186 of the Act

The Company has not made any loans and investments nor provided guarantees fallingunder the purview of Section 186 of the Companies Act 2013.

11. Particulars of Contracts or Arrangements made with related parties

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval.Considering the nature of transactions the Board doesn't consider the same to be materialtransactions and hence the same are not presented in prescribed form AOC 2.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement.

This Policy was considered and approved by the Board and has been uploaded on thewebsite of the Company at www.towasokki.in.

12. Transfer to reserves

The Company has not transferred any amount to the general reserves.

13. Dividend

During the year under review the Company has not declared any Dividend.

14. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Educationand Protection Fund.

15. Material changes and commitment if any affecting financial position of the Companyoccurred between end of the financial year to which this financial statements relate andthe date of the report

Post Closure of the financial year Company has changed its business activities asmentioned in para 1 of this report.

Apart from the above there are no material Changes and Commitments affecting theFinancial Position of the Company from 01st April 2021 till the date of issueof this report.

16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

(A) Conservation of Energy

During the year under review there were no activities which required heavyconsumption of energy. However adequate measures have been taken to make sure that thereis no wastage of energy. Since the requisite information with regard to the conservationof energy technology absorption (Disclosure of Particulars in the report of Board ofDirectors) Rules are irrelevant/not applicable to the Company during the year underreview the same are not reported.

(B) Technology Absorption

Since no significant business has generated from manufacturing activities the companywill review technology absorption gradually upon achieving significant manufacturingactivities.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

17. Deposits

During the financial year under review the Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

18. Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.

19. Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Audit Committee in consultation with the internalauditors formulates the scope functioning periodicity and methodology for conducting theinternal audit. The internal auditors carry out audit covering inter alia monitoring andevaluating the efficiency & adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations andsubmit their periodical internal audit reports to the Audit Committee. Based on theinternal audit report and review by the Audit committee process owners undertakenecessary actions in their respective areas. The internal auditors have expressed that theinternal control system in the Company is robust and effective. The Board has also put inplace requisite legal compliance framework to ensure compliance of all the applicable lawsand that such systems are adequate and operating effectively.

20. Directors & KMPs

Following changes have taken place during the financial year 2020-21:

Appointments during the year:

• Mr. S.J. Bansal's (DIN: 01364898) terms as Whole Time Director of the Companyon attainment of age of 70 years was confirmed at the previous annual general meeting forhis remaining term.

Proposed appointments at the Annual General Meeting:

• Mr. Sudhir Mehta (DIN: 02215452) was appointed as an additional Director w.e.f07th May 2021 and later designated as Chairman & Managing Director w.e.f30th July 2021. Board of Directors propose and recommend to the shareholdersto appoint him as Director in terms of section 152 of the act.

• Mr. Vishal Salecha (DIN: 06716387) was appointed as an additional Director w.e.f22nd June 2021 and later designated as Chief Financial Officer & WholeTime Director w.e.f 07th July 2021 and 30th July 2021respectively. Board of Directors propose and recommend to the shareholders to appoint himas Director in terms of section 152 of the act.

• Mr. Rajesh Mehta (DIN: 02982220) had been appointed as an additional Directorand Whole Time Director w.e.f 30th June 2021. Board of Directors propose andrecommend to the shareholders to appoint him as Director in terms of section 152 of theact.

• Mr. Rohit Agrawal (DIN: 08480575) Ms. Shivangi Datta (DIN: 09262501) and Mr.Surendra Shah (DIN: 09262753) had been appointed as additional Directors (Non- ExecutiveIndependent) for a term of 5 years (subject to approval of shareholders) to hold officeunto the Annual general Meeting Board of Directors propose and recommend to theshareholders to appoint them as Director in terms of section 152 of the act.

• Mrs. Krati Patel was appointed as Company secretary & Compliance officerw.e.f 07th July 2021.

Cessation:

• Mr. Somesh Bansal resigned as Chief Financial Officer of the Company w.e.f 07thJuly 2021

• Mr. Omprakash Bansal (Managing Director DIN: 01488025) Mr. S J. Bansal (WholeTime Director DIN: 01364898) Mrs. Sushila Bansal (Director DIN: 01488071) Mr. HeeralalBarot (Director: 06920366) Mr. Ajay Kumar Pithi (Director DIN: 00866809) and Mrs. AlkaAgarwal (Director DIN: 08467037) w.e.f 07th August 2021

• Mrs. Avni Chouhan has ceased to be Company Secretary & Compliance officerw.e.f 07th July 2021

There is no Director eligible to retire by rotation at the upcoming annual generalmeeting.

21. Declaration by Independent Directors

The Company has received the declarations from the Independent Directors under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

22. Committees of the Board

The Board of Directors had formed Following Committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Audit Committee
Name of Member Designation in Company Designation in committee
Mr. Heeralal Barot Non-executive Independent Director Chairman
Mr. Ajay Kumar Pithi Non-executive Independent Director Member
Mrs. Alka Agarwal Non-executive Independent Director Member
Nomination & Remuneration Committee
Name of Member Designation in Company Designation in committee
Mr. Ajay Kumar Pithi Non-executive Independent Director Chairman
Mr. Heeralal Barot Non-executive Independent Director Member
Mrs. Alka Agarwal Non-executive Independent Director Member
Stakeholders' Relationship Committee
Name of Member Designation in Company Designation in committee
Mr. Heeralal Barot Non- Executive Independent Director Chairman
Mrs. Sushila Bansal Non- Executive Director Member
Mr. Ajay Pithi Non-executive Independent Director Member

23. Vigil Mechanism

The Company has a Vigil Mechanism policy to report genuine concerns or grievances.Audit Committee is responsible for over viewing the vigil mechanism and itsimplementation. Detailed policy of the same is available at the registered office of theCompany.

24. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed Mrs. Heena Patel a Practicing

Company Secretary as the Secretarial Auditor of the Company to undertake theSecretarial Audit of the Company for the year 2020-2021.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-1.

The comments mentioned in the report are self-explanatory and do not call for anyfurther clarifications. The Board of Directors constantly endeavour to follow theapplicable compliances in letter and in spirit.

25. Statutory Auditors

M/s. Doogar & Associates New Delhi (Firm Registration No. 000561N) CharteredAccountants are Auditors of the Company to hold the Office until conclusion of 30thAnnual General Meeting. As required under the auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

The Report given by the Auditors on the financial statements year ended March 2021 ofthe Company is part of the Annual Report. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

26. Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures needs to be made under the saidsection. Further details of top 10 employees (on the basis of remuneration) are attachedas Annexure 2 to this report and the detailed ratios of the remuneration of eachDirector to the median remuneration to the employees of the Company for the financial yearare enclosed as "Annexure 3" to the Board's Report.

27. Risk Management Policy

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy Risk Liquidity Riskand Systems Risk etc. The Company has in place adequate mitigation plans for the aforesaidrisks.

28. Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated byCompanies Act 2013 is not applicable to the Company.

29. Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport.

30. Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with itsNon-Executive Directors except for payment of sitting fees as mentioned in notes toaccounts.

31. Affirmation

The Company has complied with all the Applicable Secretarial Standards issued byInstitute of Company Secretaries of India.

32. Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company

33. Disclosure under sexual harassment of women at workplace:

During the reporting year on account of expansion and growth of the Company staff andcontractual employees assigned the Company has formulated a policy and has set up aninternal complaints committee as per the provisions of prevention of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 during the reportingperiod. No complaints or observations or red flags were brought to notice of thisCommittee till date.

34. Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

For Shraddha Prime Projects Limited

(Formerly known as Towa Sokki Limited)

Date: 30-07-2021 Sudhir Mehta Vishal Salecha
Place: Mumbai Managing Director WTD & CFO
DIN:02215452 DIN:06716387

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