Your Directors have pleasure in presenting their 29th Annual report on the affairs ofthe Company together with the Audited Statement of Accounts for the year ended on 31stMarch 2021.
A summary of company's financial performance for 2020-21:
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
| ||(Rs inLakhs) ||(Rs inLakhs) |
|Turnover ||32.05 ||87.63 |
|Less: Expenses ||31.29 ||84.15 |
|Less: Provision for Depreciation ||0.02 ||0.02 |
|Profit /(Loss) before Exceptional Items ||0.74 ||3.46 |
|Add: Exceptional Items ||0 ||0 |
|Profit / (Loss)before taxation ||0.74 ||3.46 |
|Current Tax & Prior Year ||- ||- |
|Deferred Tax Liability ||0 ||0 |
|Profit/(Loss) after taxation ||0.74 ||3.46 |
Operating & Financial Performance & Internal Control:
During the financial year your company posted a Net Profit of Rs 0.74 Lacs in thefinancial year 2020-21 as compared to Net Profit of Rs.3.46 Lacs in the previous financialyear 2019-20.
The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance with variousinternal controls and other regulatory and statutory compliances.
Code of Internal controls which require that the Director review the effectiveness ofinternal controls and compliances controls financial and operational risks riskassessment and management systems and related party transactions have been complied with.
Company's Policies on Remuneration Whistle Blower and Code of Conduct applicable toDirectors and Employees of the Company has been complied with. These Policies and Code ofConduct are available on the Company's website www.sikozyrealtors.in.
There is no change in the nature of the business of the Company. There were nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future. There were no materialchanges and commitment affecting the financial position between March 31 2021 and date ofthis Report of Directors.
The Company has not invited/ accepted any deposits from the public during the yearended March 31 2021. There were no unclaimed or unpaid deposits as on March 31 2021.
Transfer to Reserve:
There is no amount proposed to be transferred to reserves out of profits of thefinancial year 2020-21. Dividend:
In view of the losses no dividend is recommended by the Board for the financial yearended March 31 2021. Significant and Material Order Passed by The Regulators or Courtsor Tribunals.
During the previous financial year based on the information provided by MinistryCorporate Affairs to Securities Exchange Board of India (SEBI) on suspected shellcompanies SEBI directed the Exchanges vide its letter dated August 72017 to identify theCompanies on its trading platform and initiate certain measures. Your Company was alsoidentified as one of the shell companies and accordingly as measure taken by the BSE thetrading in the scrip of the Company was placed in Stage VI of the Graded SurveillanceMeasure(GSM).Under the stage VI of GSM framework trading in these identified securitiesshall be permitted only once a month under trade to trade category.
Further apart any upward price movement in these securities shall not be permittedbeyond the last traded price and additional surveillance deposit of 200% of trade valueshall be collected from the Buyers which shall be retained with Exchanges for a period forfive months. Independent Auditors were appointed by BSE to conduct forensic audit of yourcompany.
The Management had replied to all the queries raised by BSE and provided all thedocuments to prove that your company is a not a shell Company.
Accordingly forensic audit of books of accounts was conducted for the period 01stApril 2015 to 31st March 2018 and your company has co-operated with the forensic auditorand has also replied to all the queries raised by the forensic auditor. Your company isyet to receive the findings of the order from the regulator.
However the said order issued by SEBI directing BSE to initiate measure against theCompany has no impact on day to day operations of the Company.
Further there were no other significant and material orders passed by regulators orcourts or tribunals impacting the going concern status and company operations in future.There were no material changes and commitments affecting the financial position of thecompany occurring between March 31 2021 and the date of this Report of the Directors.
Subsidiaries Joint Venture or Associates Companies During the Year:
The Company has no subsidiaries joint ventures or associated companies thereforedisclosures in this regard are not provided in this report.
Number of meeting of the Board:
The details of Board and Committee meetings are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 & Listing Regulation
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 statement in terms ofSections 134(3) (c) read section 134(5) of the Companies Act 2013 of the Companies Act2013:
(i) In the preparation of the annual accounts for the financial year ended 31stMarch2021 the applicable accounting standards had been followed along with properexplanation relating to material departures.
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2021 and of the profitand loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
D. Statement on declaration given by independent directors under sub-section (6) ofsection 149:
The Company has received the declaration from each Independent Directors that they meetthe criteria of independence laid down under Section 149(6) of Companies Act 2013 underRegulation 16(b) of SEBI (LODR) Regulations 2015.
Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under subsection (3) of section 178:
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure A tothis Report.
Particulars of loans guarantees or investments under section 186:
The Company has not made any Loans or given Guarantees or provided security to anyperson and has not made any investment that attracts the provisions of Section 186 of theCompanies Act 2013 during the financial year 2020-21.
Related Party Transactions:
There were no material contracts or arrangements entered by the company during theyear which attracts the provision of Section 188 of the Companies Act 2013 therefore nodisclosure has been given in Form AOC-
2. Further all related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business thereforethe approval of shareholders was not required to be taken during the period. All RelatedParty Transactions are placed before the Audit Committee for approval.
There are no materially significant related party transactions made by the Company withpromoters directors KMP or other designated persons which may have a potential conflictwith the interest of the Company.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.sikozyrealtors.com.
Conservation of energy technology absorption foreign exchange earnings and outgo:
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134(3)(m) of theCompanies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 withreference to Conversation of Energy and Technology Absorption.
Foreign exchange earnings and outgo
During the year the total foreign exchange used was NIL and total foreign exchangeearned was nil.
Risk management policy and its implementation:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Statement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual Directors:
The formal annual evaluation has been done by the board of its own performance and thatof its committee and individual directors based on evaluation criteria specified in theNomination and Remuneration policy of the Company. A member of the Board/committee did notparticipate in the discussion of his/her evaluation.
Directors and Key Managerial Personnel Appointments & Cessation.
During the financial year Mr. Yash Doshi was appointed as the Company Secretary &Compliance Officer in the designation as Key Managerial Personnel w.e.f 30/09/2020 andresigned as Company Secretary & Compliance Officer on 12/01/2021.
Further on cessation of Mr. Yash Doshi as Company Secretary & Compliance Officer Ms Ruchika Somani was appointed as Company Secretary & Compliance Officer
As per provisions of the Companies Act 2013 Mr.Pawan Kalantre Non-Executive Directorretires by rotation at the ensuing AGM and being eligible offers himself forre-appointment.A brief profile of Mr.Pawan Kalantreis attached and forms part ofaccompanying notice to the ensuing AGM.
During the Financial Year no cessation took place in the Board of Directors of theCompany.
Further there were no changes in other Key Managerial Personnel of the Company
None of your Directors have been debarred or disqualified from being appointed orcontinuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any suchstatutory authority. The Company has obtained a certificate from Practicing CompanySecretary confirming the same
The information required pursuant to Section 197 of the Companies Act 2013 read rule 5of the Companies (Appointment and Remuneration of Managerial personnel) Rules2014 Theprescribed particulars of employees required under section 134(3)(q) read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules2014 inrespect of employees of the Company is not provided as there are no employees drawingremuneration of Rs. 8.50 lacs per month or Rs. 1.2 Crore per annum during the year underreview. However for further information Annexure B may be referred.
Auditors & Audit Report- Statutory Auditors
Your Company at the 25th AGM had approved the appointment of M/s BKG &ASSOCIATESas Statutory Auditor of the Company for period of 5 years who shall hold the officefrom conclusion of the 25th Annual General Meeting to conclusion of 30th Annual GeneralMeeting to be held for the Financial year ending March 31 2022 subject to ratification oftheir appointment at the every Annual General Meeting up to 30th AGM. The requirement ofseeking ratification of the members for continuance of their appointment has beenwithdrawn consequent upon notification of Companies (Amendment)Act 2017 with effect fromMay 07 2018. Hence the resolution seeking ratification of the members for theirappointment is not being placed at the ensuing Annual General Meeting.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. BKG & Associates. Statutory Auditors in their report.
During the financial year your Company appointed M/s S.R. CHANDAK & ASSOCIATESChartered Accountant as its Internal Auditor. Your Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the board ofdirectors and suitable corrective actions taken as per the directions of Audit Committeeon an ongoing basis to improve efficiency in over all operations of the company.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. U.HEGDE& ASSOCIATES a Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as"Annexure C".
The report is self-explanatory and do not call for any further comments. There are someadverse remarks in the report and their explanation as per the management is enclosedherewith.
a)Non-Appointment of Company Secretary as Compliance Officer as required underRegulation 6 of the SEBI read with LODR Regulation 2015 and under Section 203 of theCompanies Act read with rules made thereunder from the period April 12020 to September302020 BSE had levied penalty of Rs. 107380/- with respect to non compliance of theaforesaid provision.
Reply: The Company has made the payment towards the fines levied and accordingly theCompany has appointed Company Secretary and Compliance Officer . Further owing tolockdown prevailing in the state of Maharashtra due to the current COVID-19 situation weare unable to appoint suitable candidate within prescribed time limit. Further the Companywill take necessary precautions in future to prevent such instances of non-compliances
b) Regulation 44(1) of the SEBILODR Regulation 2015 requires the listed entity toprovide facility of e-voting to its shareholders in respect of all shareholdersresolution. Further Section 108 of the Companies Act 2013 read with Rule 20 of theCompanies (Management & Administration) Rules 2014 requires the listed company havingmore than 1000 shareholders to provide facility of e-voting to its shareholders inrespect of all shareholders resolution the aforesaid requirements have not been compiledby the Company.
Reply . The Company will take necessary precautions in future to prevent such instancesof non-compliances
c) Non filing of Form MGT-14 w.r.t appointment of internal auditor secretarial auditorand approval of fine statements for the FY2019-20 and Non filing of Form DPT-3 for theFinancial Year ended March 312020.
Reply:The Company will take necessary precautions in future to prevent such instancesof non-compliances Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company'sconstruction business for the FY 2020-21.
Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention.Prohibition And Redressal) Act 2013:
In order to prevent sexual harassment of women at work place the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andduring the year Company has not received any complaint of such harassment.
In compliance with the SEBI regulation on prevention of Insider Trading your Companyhas framed a comprehensive code which lays down guidelines and advises the Directors andemployees of the Company on procedures to be followed and disclosures to be made whiledealing in securities of the Company. During the year under review the Company adoptedCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitiveinformation and the Code of Conduct for Prohibition of Insider Trading in accordance withSEBI (Prohibition of Insider Trading) Regulations2015.
Annual Return :
Pursuant to the provision of Section 134(3)(a) and Section 92(3) of the CompaniesAct2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014Annual Return of the Company as March 312021 is uploaded on website of the Company oncompany's Website www.sikozyrealtors.in.
The Company's Equity Shares are compulsorily tradable in electronic form. As on March31 2021 out of the Company's total equity paid-up share capital comprising of44583000 Equity Shares only 17678000 Equity Shares were in physical form and theremaining capital is in dematerialized form. As per SEBI NotificationNo.SEBI/LAD-NRO/GN/2018/24 dated June 8 2018 and further amendment vide Notification No.SEBI/LADNRO/GN/2018/49 dated November 30 2018 requests for effecting transfer ofsecurities (except in case of transmission or transposition of securities) cannot beprocessed from April 1 2019 unless the securities areheld in the dematerialized form withthe depositories.
Therefore Members are requested to take necessary action to dematerialize theirholdings.
Further as per Regulation 40 of the Listing Regulations as amended securities oflisted companies can be transferred only in dematerialized form with effect from April 12019 except in case of request received for transmission or transposition of securities.In view of this and to eliminate all risks associated with physical shares Membersholding shares in physical form are requested to consider converting their holdings todematerialized form.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of every director's performance was carried out. An evaluation sheet was givento each director wherein certain criteria were set out for which ratings are to be given.
Research & Development:
As Company is not into manufacturing activity there was no Research and Developmentactivity carried out by the Company during the financial year under review.
Website of The Company:
The Company maintains a website www.sikozyrealtors.inwhere detailed information of thecompany and its business are provided.
Code of Conduct:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's website www.sikozyrealtors.in. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the workplace in business practices and in dealingwith stakeholders. All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code.
Vigil mechanism/whistle Blower Policy:
The Company has established a vigil mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report.
Following details are also available on the website of the Companies onwww.sikozvrealtors.in
1. The details of such familiarization programs
2. The policy on Related Party Transactions
3. Code of conduct for Board of Directors and Employees
4. Code of internal procedure and conduct under insider trading regulation.
5. Policy on Board Diversity
6. Nomination & Remuneration Policy etc.
Management Discussion and Analysis Report:
Management's discussion and analysis Report is annexed herewith as "Annexure D".
Report on Corporate Governance
A separate report on Corporate Governance is attached to this report along withStatutory Auditor's certificate on its compliance in "Annexure E".
Conversation of energy technology absorption and foreign exchange earnings and outgo
During the financial year the Company has not carried out any manufacturing activityand hence the Directors have nothing to report under Section 134(3)(m) of the CompaniesAct2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 with reference toConservation of Energy and Technology Absorption.
During the financial year the total foreign exchange earned was nil and total foreignexchange expended during the financial was also nil.
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and individual factors mar however lead to variation in actualresults. Readers are cautioned not to place undue reliance on the forwardlookingstatements.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Governments of Maharashtra Authorities and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years to come. Your Directors also acknowledge the support and co-operation received from the employees and all those who have helped in the day to daymanagement.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|BHAVIK MEHTA |
|Place: Mumbai |
|Date: September 3 2021 |