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Square Four Projects India Ltd.

BSE: 526532 Sector: Infrastructure
NSE: N.A. ISIN Code: INE716K01012
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NSE 05:30 | 01 Jan Square Four Projects India Ltd
OPEN 18.05
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VOLUME 1
52-Week high 21.90
52-Week low 5.97
P/E 29.11
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.05
CLOSE 18.05
VOLUME 1
52-Week high 21.90
52-Week low 5.97
P/E 29.11
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Square Four Projects India Ltd. (SQUAREFOURPRO) - Director Report

Company director report

Dear Members

The Directors have pleasure in submitting their 29th AnnualReport together with the Audited Statement of Account for the year ended March 31 2021.

Financial Performance:

The Company's financial performance for the year ended 31st March 2021is summarized below:

(a) Standalone

(Rs. In Lakhs)

Financial Result

Year Ended 31.03.2021

Year Ended 31.03.2020

Total Revenue 249.68 20.17
Profit /(Loss) Before Tax 65.24 3.91
Profit /(Loss) After Tax 65.25 2.57
EPS 0.67 0.03

(b) Consolidated

(Rs. In Lakhs)

Financial Result

Year Ended 31.03.2021

Year Ended 31.03.2020

Total Revenue 1 242.02 13.42
Profit /(Loss) Before Tax 57.31 (10.33)
Profit /(Loss) A fter Tax 57.32 (11.68).
EPS 0.58 (0.12)

Operating & Financial Performance

During the year the total revenue from operations of your Companyincreased from Rs. 20.17 lakhsto Rs. 249.68 lakhs. For FY2021 your Company's profit/Lossafter tax stood at Rs. 65.25 lakhs vis-a-vis Rs. 2.571akhs in the previous year.

Impact of covid-19

COVID-19 pandemic has impacted the business affairs of the Company.However the Company has tried its best to negate the effect of several lock downsdiscontinuation of the operations and business functioning of the company by adopting bestof business policies and has taken all efforts to normalize the smoothness of businessactivities.

Change in the nature of business if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financialposition of the Company occurring between March 312021 and the date of this Report of theDirectors.

Subsidiary / Joint Ventures / Associates

The Company has one Wholly Owned subsidiary namely (1) BRC ConstructionCo. Pvt. Ltd. The consolidated accounts of the Company alongwith the subsidiary are beingdisclosed in the financial Statement of the Company and are forming a part of thefinancial Statement and the particulars are given vide form AOC-1 enclosed with the reportand marked as Annexure -I. The performances of the subsidiary Company as mentioned thereinare self explanatory.

Dividend

'Ihe Board of Directors regrets their inability to recommend anydividend for the financial year under report.

Share Capital

The paid up Equity Share Capital as on March 31 2021 was Rs.98089000/-. During the year under review the company has not issued any shares or anyconvertible instruments.

Management Discussion and Analysis:

Industry Structure & Developments Opportunities & Threats.Outlook

Real estate development business is a large industry and major shaperof the built environment whose structure has implications for the form and structure ofcities. Real estate development or property development is a multifaceted business.Hence it will also effect the growth of the company in the coming years. Real estatesector has witnessed high growth in recent times.

Segment wise performance

. The Company is engaged in the real estate business activity only.Accordingly the Company is a single business segment company and hence segment wisereporting is not applicable.

Internal Financial Control

The Company has in place an established internal control systemdesigned to ensure proper recording of financial and operational information andcompliance of various internal controls and other regulatory and statutory compliances.Company's Policies on Remuneration Employee Concern (Whistle Blowing) and also the Codeof Conduct applicable to Directors and Employees of the Company have been complied with.These Policies and the Code of Conduct are available on the Company's website atwww.squarefourgroup.in

Risk Management

The Board members were informed about risk assessment and minimizationprocedures after which the Board formally adopted Risk Management policy and implementedfor the company.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.

Directors / Key Managerial Personnel (KMP)

In accordance with the provisions of Companies Act 2013 Mr. GaneshKumar Singhania (DIN: 01248747) Director of the Company retires by rotation at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment.

Mr. Sadashivan Arjun Swamy (PAN: BTJPS3329B) has resigned as ChiefFinancial Officer of the Company w.e.f. 11.01.2021.

Mr. Ajay Kumar Yadav (PAN: AHNPY4605K) has been appointed as ChiefFinancial Officer of the Company w.e.f. 11.01.2021.

All Directors Key Managerial Personnel and senior management of theCompany have confirmed compliance with the Code of Conduct applicable to the Directors andemployees of the Company. The Code of Conduct is available on the Company's website:wwvv.squarefourgroup.in All the Directors have confirmed compliance with provisions ofsection 164 of the Companies Act 2013.

Declaration by Independent Directors

All Independent Directors of your Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013. The Board also hereby confirms that in its opinion the Independent Directorsof the Company fulfil the conditions / criteria specified under the Act and SEBI (LODR)Regulations 2015 as amended and also are independent of the management. The IndependentDirectors have also registered themselves in the databank with the Institute of CorporateAffairs of India as per Rule 6(1) of the Companies (Appointment and Qualifications ofDirectors) Rules 2014. The declaration was placed and noted by the Board in its meetingheld on 20.04.2021. The independent directors meeting in term of Schedule IV to thecompanies Act 2013 was held on 31.12.2020.

Annual Evaluation of Boards Performance

The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of thecompanies Act 2013.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Whereasthe performance of the committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and Chairman of the Company was evaluatedtaking into account the views of executive directors and non-executive directors.

At the Board meeting that followed the meeting of the independentdirectors and meeting of Nomination and Remuneration Committee the performance of theBoard its committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire Board excluding the independent directorsbeing evaluated.

Meetings of Board and Committees

Board Meetings

During the financial year 2020-2021 the Board met 8 times on30.06.2020 18.08.2020

15.09.2020.11.11.2020 30.11.202011.01.2021 14.01.2021 and13.02.2021.

Audit Committee Meetings

During the financial year 2020-2021 the Committee met 4 times on30.06.2020 15.09.2020

11.11.2020 and 13.02.2021.

Nomination and Remuneration Committee Meetings

During the financial year 2020-2021 the Committee met once on11.01.2021.

Stakeholders Relationship Committee Meetings

During the financial year 2020-2021 the Committee met once on31.03.2021.

Meeting of Independent Directors

During the financial year under review the Independent Directors of theCompany met on

31.12.2020.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuringcompliance with the provisions of section 134(3)(c) read with section 134(5) of theCompanies Act 2013 in the preparation of the annual accounts for the year ended on March31 2021 and state that:

(i) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

(ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the annual accounts on a going concernbasis;

(v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(vi) There is a proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related party transactions in accordance with provisions of Section188 of the Companies Act 2013 and as identified by Management and auditors are disclosedin Form AOC-2 vide Annexure-11.

The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website at www.squarefourgroup.in. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Companyin compliance with the provisions of Section 203 of the Companies Act 2013:

a) Mr. Ganesh Kumar Singhania - Managing Director

b) Mr. Sadashivan Arjun Swamy - CFO (Resigned w.e.f. 11.01.2021) d) Mr.Ajay Kumar Yadav - CFO (Appointed w.e.f. 11.01.2021)

d) Ms. Sneha Saraswat- Company Secretary

Corporate Governance

Corporate Governance is not applicable to the Company in terms of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Audit Committee

The Audit Committee comprises of the following Directors as on31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

During the year there were no instances where the Board had notaccepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the followingDirectors as on 31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

The Company's Remuneration Policy is available on the Company's websitewww.squarefoureroup.in and is attached as Annexure -III and forms part of thisReport of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the followingDirectors as on

31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoonr Member Independent Director
Mr. Sanjay Kumar Jha Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the company has adopted a vigilmechanism policy which is available on the Company's website www.squarefourgroup.in

Corporate Social Responsibility

The. provision of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange (BSELtd.). The Company's shares are compulsorily traded in the materialized form. The ISINnumber allotted is INE 716K01012. Shares of the Company were also listed with Hyderabadand Ahmedabad Stock Exchanges. However these stock exchanges stand de-recognized by theSEBI as on date.

Audit and Auditors

In terms of the provisions of Section 139 of the Companies Act 2013read with provisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s.Spark & Associates Chartered Accountants (Firm Registration No.- 005313C)wasappointed as the Auditors of the Company from conclusion of the 28thAGM untilconclusion of the 33rd AGM of the Company scheduled to be held in the year 2025.

The members may note that consequent to the changes made in theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 by the Ministry ofCorporate Affairs (MCA) vide notification dated May 7 2018 the proviso to Section 139 ofthe Companies Act 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies(Audit and Auditors) Rules 2014 the requirement for ratification of Auditors appointmentat every AGM has been done away. Therefore the requirement of ratifying the appointmentof M/s. Spark & Associates. as the Auditors of the . Company at the every AGM doesnot arise.

Your Company has received a certificate from M/s. Spark &Associates. Chartered Accountants confirming their eligibility to continue as Auditors ofthe Company in terms of the provisions of Section 141 of the Companies Act 2013 and theRules framed thereunder. They have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)as required under the provisions of Regulation 33of the Listing Regulations.

The Auditor's Report on the financial statements for the financial year2020-2021 does not contain any modified opinion or adverse remarks.

Secretarial Audit

A Secretarial Audit was conducted during the year by Mr. Asit KumarLabh Practicing Company Secretary (C.P.No. - 14664) in accordance with the provisions ofSection 204 of the Companies Act 2013. The Secretarial Auditor's Report is attached as Annexure-IVand forms a part of this Report of the Directors.There are no qualifications orobservations or remarks made by the Secretarial Auditor in his Report.

Internal Audit

Mr. Ajay Kumar Yadav performs the duties of internal auditors of thecompany and his report is reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposit from the public within themeaning of Section 73 of the Companies Act 2013.

Loans guarantees and investments

The particulars of loans guarantees and investments made in securitiesunder section 186 of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 has been provided in the financial statements of the Company.

Conservation Of Energy Technology Absorption Foreign Exchange Earningand Outgo

In compliance with the provisions of section 134(3) (m) read with Rule8(3) of the Companies (Accounts) Rules 2014 your company has to report that:

a) Your Company has neither carried out any Research and DevelopmentWork nor spent any amount on it.

b) There were no foreign exchange earnings or outgo.

Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 read with Provisounder Rule 12(1) of the Companies (Management and Administration) Rules 2014 as amendedthe Annual Return is available on the Company's website at www.squarefourgroup.in and maybe accessed through the following web-link:

http://www.squarefourgroup.in/Essen_Docoments/MGT-7-%20SQUARE%20FOUR_2020_2021.pdf

Particulars of Employees

Information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended regarding employees is given in Annexure-Vforming part of the Directors' Report.

There are no employees who are in receipt of remuneration in excess ofthe limit specified under section 134(3) (q) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Fraud

There has been no report of any cases of fraud in the company.

Cost Audit and Cost Records

The provisions of the Act in relation to cost audit and maintainingcost records are not applicable on your Company.

Sexual Harassment Policy

There were no cases reported under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 during the year under report.

Secretarial Sta ndards

The Board of Directors hereby affirms that your Company has adhered tothe Secretarial Standards as prescribed by the Institute of Company Secretaries of Indiaduring the financial year under report.

Other disclosures:

(a) the Company has not entered into any one time settlement proposalwith any Bank or financial institution during the year.

(b) As per available information no application has been filed againstthe Company under the Insolvency and Bankruptcy Code 2016 nor any proceedings thereunderis pending as on 31.03.2021.

Acknowledgement

Your Directors acknowledge the continued support extended by thebankers clients and employees of the Company.

For Square Four Projects India Limited On behalf of the Board

Ganesh kumar Singhsnia Managing Director DIN-01218747

Jai Kumar Sharma
Place: Kolkata (Director)
Date: 14.08.2021 DIN: 06879084

.