(Financial Year 2021-22)
Your Directors' are pleased to present the 15th Annual Report on the business andoperations of the Company along with the audited Financial Statements (Standalone &Consolidated) for the financial year ended March 31 2022.
1. CORPORATE OVERVIEW:
The Company listed on BSE SME Platform on August 13 2020 & with its significantexperience in the Construction & Development in the real estate & infrastructuresegment now we have initiated the activities towards the migration from SME Platform toCapital Market Segment (Main Board) of the exchange(s) in the FY 2022-23. The Company hasits corporate office at Pune.
2. FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March 2022 is summarizedbelow:
| || ||(Rs. in Lakhs |
|Particulars || |
Financial Results For the year ended as at
| ||31st March 2022 ||31st March 2021 |
|Total Revenue ||3756.57 ||1336.37 |
|Total Expenses ||1927.57 ||530.38 |
|Profit/(Loss) before tax & prior period expenses ||1829.00 ||805.99 |
|Prior period expense (Net)/Exceptional Item ||- ||- |
|Profit/(Loss) Before Tax ||1829.00 ||805.99 |
|Tax Expense (Net) ||412.48 ||186.21 |
|Profit/(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture ||1416.52 ||619.78 |
|Share of Profit/(Loss) of Associates/ Joint Venture ||- ||- |
|Net Profit /(Loss) After Tax ||1416.52 ||619.78 |
|Earnings Per Share (Rs.) ||8.17 ||4.02 |
3. PERFORMANCE OF THE COMPANY:
Your Company has spent the last year recovering from the effect of the pandemic andtook corrective measures. It was a boon for the Real Estate & infrastructure sector asthe Government took measures to give the emphasis for the development in this sector. YourCompany has strategically decided to shift gears and revamp its future plans.
The total revenue for the financial year under review was Rs. 3756.57 Lakhs as againstRs. 1336.37 Lakhs for the previous financial year registering an increase of Rs. 2420.20Lakhs. The profit before tax was Rs. 1829.00 Lakhs and the profit after tax was Rs.1416.52 Lakhs for the financial year under review as against Rs. 805.99 Lakhs and Rs.619.78 Lakhs respectively reported for the previous financial year.
Similarly on Consolidated basis revenue from operations and other income for thefinancial year under review were Rs. 3756.57 Lakhs. The Company invested into the CapitalContribution of Royale Hill Properties LLP ('the LLP') and became the Partner of the saidLLP on 5th February 2022. The LLP will become the Subsidiary of the Company pursuant tothe provision of Section 2(87) of the Companies Act 2013 and the Consolidated financialstatement has been prepared for the year ended 31st March 2022 for the first time.
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.
To conserve resources for future your Directors' do not recommend any dividend for thefinancial year under review. However the final dividend as recommended by the Board onAugust 31 2021 of Rs. 0.40 per equity share of Rs 10/- each (i.e. 4%) for FY 2020-21 waspaid on October 7 2021.
The Dividend Distribution Policy of the Company is available on the website of theCompany at www.suratwwala.co.in
5. TRANSFER TO RESERVES:
The Directors do not propose to transfer any amount to Reserves but has carriedforward the total amount of Net Profit of Rs. 141652083/- to the Reserves & SurplusAccount as stood in Note No. 2 forming part of Balance Sheet.
6. LISTING AND CURRENT UPDATES:
Your Directors' wish to update you that the Company has initiated the internalframework & intend to migrate from BSE SME platform to BSE and NSE Main Board in thisFY 2022-23.
7. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 180000000/- (Rupees EighteenCrores only) divided into 18000000 (One Crore Eighty Lakhs) equity shares of Rs. 10/-each (Rupees Ten Only).
The Paid-up Equity Share Capital is Rs. 173416440/- (Rupees Seventeen Crores Thirty-Four Lakhs Sixteen Thousand Four Hundred and Forty Only) divided into 17341644 (OneCrore Seventy-Three Lakhs Forty-One Thousand Six Hundred and Forty-Four) equity shares ofRs.10/- each as at March 31 2022.
During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants as on March 31 2022.
During the year the Company is operating in the following segments viz (i)construction and development of commercial and residential projects (ii) maintenance ofproperties developed by the company (iii) providing the space on rent such as renting formobile tower hoardings and banners on building or renting of the unsold space for shortdurations. The Core Business activities of the Company are Real Estate Development -Commercial Projects and Residential Projects.
The Directors of the Company are taking steps for expansion in business. The Directorsof the Company are also looking for mega size land acquisition in and around Pune.
The Directors of the Company are specially focusing on branding marketing and salesnetwork. They are taking special efforts with engagement of professional agencies andexploring in house expertise. Further the Directors of the Company are taking efforts toassociate the brand of 'Suratwwala Business Group Limited' as symbol of trust quality andcommitment.
Your Company is also planning to enter into new business ventures of renewable energieslike Solar wind and other renewable sources. The Company on 17th June 2022 incorporateda "Suratwwala Natural Energy Resource LLP" ("the LLP") and invested in99% of the Capital Contribution of the LLP. The LLP will carry out the new businessavenues.
Following are the list of projects under work in progress.
|Sr. Name of the Project ||Location ||Nature |
|1 Mark Plazzo - Phase II ||Hinjewadi ||Commercial |
|2 Mark Plazzo-Phase III ||Hinjewadi ||Commercial |
|3 Mark Plazzo- Phase IV ||Hinjewadi ||Commercial |
|4 02 The Oxygen Spring - Phase I ||Mulshi ||Residential- Villas |
|5 02 The Oxygen Spring - Phase II ||Mulshi ||Resort |
During the financial year there were no changes in the nature of business of the
The Company has not accepted any deposits under the provisions of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 as amendedfrom time to time during the year under review.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required under Regulation 34(2)(e) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this report and is annexed as "Annexure-I".It gives details of the overall industry structure economic developments performance andstate of affairs of your Company's and their adequacy risk management systems and othermaterial developments during the Financial Year 2021-22.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Manoj D. Suratwala Whole-Time Director (DIN: 01980434) of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment pursuant to Section 152 of the Act. Your Board ofDirectors recommend his re-appointment.
Appointment and Re-appointment of Directors
As on March 31 2022 the Board comprised of Non-Executive Director ExecutiveDirector(s) and Non-Executive Independent Directors. The Board is well diversified andconsists of one Women Director as well. Hence the composition of the Board is inaccordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBIListing Regulations with an appropriate combination of Non-Executive Directors andIndependent Directors.
Changes during the Year
Section 152 of the Act provides that unless the Articles of Association provide forretirement of all directors at every Annual General Meeting ("AGM") not lessthan two- third of the total number of directors of a public company (excluding theIndependent Directors) shall be persons whose period of office is liable to determinationby retirement of directors by rotation of which one-third are liable to retire byrotation. Accordingly Mr. Manoj D. Suratwala Whole-Time Director (DIN: 01980434) of theCompany retires by rotation at the ensuing AGM and being eligible offers himself forre-appointment. A Profile of Mr. Manoj D. Suratwala as required by Regulation 36(3) ofthe LODR is given in the Notice convening the forthcoming AGM.
Post March 31 2022 Mr. Shailesh Kasegaonkar (DIN: 07369961) was appointed as anAdditional Director in the capacity of Non-Executive-Independent Director by the Board ofDirectors w.e.f.19th July 2022 subject to approval of the Members of the Company. Alsothere is re-designation of Mrs. Hemaben Pankajkumar Sukhadia (DIN: 01980774) fromWhole-Time Executive Director to Non-Executive Director of the Company and Mr. PankajkumarSukhadia (DIN: 08634710) has resigned from the position of Non-Executive Directorw.e.f.19th July 2022.
Additionally Mr. Shailesh Kasegaonkar fulfils the conditions for his appointment asset out by the Board as a Non-Executive-Independent Director and as specified in the Act.He is independent of the management and possesses appropriate skills experience andknowledge. Hence the Board recommends his appoint to the Members for their approval &the requisite resolution and annexure(s) have been annexed to the Notice of the Members.
Mr. Jatin Suratwala was appointed as the Managing Director & Chairman of theCompany and also obtained the member's approval for the remuneration to the tune of Rs.4800000/- for a period of 3 Years effective from 30th November 2019 to 29th November2022. Now the Board of Directors at its meeting held on July 19 2022 have consideredapproved and recommends to the members the maximum remuneration of Rs. 8400000/-(Rupees Eighty-Four Lakh Only) Per annum to be paid to Mr. Jatin Suratwala as recommendedby the Nomination and Remuneration Committee for the remaining term of his presentappointment till i.e. 29th November 2024. Similarly; the committee and Board hasrecommended the remuneration to Mr. Manoj Suratwala Whole Time Director of the Company tothe tune of Rs. 8400000/- (Rupees Eighty- Four Lakh Only) Per annum for the remainingterm of his present appointment till i.e. 29th November 2024.
Appropriate resolutions for the remuneration of the Director(s) are being placed foryour approval at the ensuing 15th Annual General Meeting of the Company.
Mr. Jatin Suratwala Managing Director Mr. Manoj Suratwala Whole-Time Director Mrs.Hemaben Sukhadia Whole-Time Director Mr. Pankajkumar Rameshchandra SukhadiaNon-Executive Director Mr. Pramod Jain Non-Executive Independent Director and Ms. DimpleSanghvi Non-Executive Independent Director and Ms. Ruchi Mehta Chief Financial Officerand Ms. Prathama Gandhi Company Secretary are the Key Managerial Personnel of the Companywithin the meaning of sections 2(51) and 203 of the Act read together with the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 as on March 312022.
The complete list of Directors along with the KMPs of the Company has been provided aspart of the Annual Report.
During the year there were no changes in the Directors/Key Managerial Personnel of theCompany other than reported above.
Declaration by Independent Directors
All Independent Directors have submitted the declaration of independence pursuant tothe provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact his/her ability to discharge his/ her duties with an objectiveindependent judgment and without any external influence.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors ("IDD") of the Company Mr. PramodJain and Ms. Dimple Sanghvi has registered themselves with the India Institute ofCorporate Affairs (MCA) Manesar to include their names in the databank of IndependentDirectors. They have also appeared for the online proficiency test and provided thequalified certificates for the same.
Further there has been no change in the circumstances affecting their status as IDDsof the Company.
Declaration by the Company
None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014 and certificate for the same from the PracticingCompany Secretary is attached as "Annexure - II".
12. MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE:
In terms of the SEBI LODR Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from Managing Director & ChiefFinancial Officer forthe Financial Year 2021-22 with regard to the Financial Statementsand other matters. The said Certificate forms part of this Report is enclosed and annexedas "Annexure-lll".
13. CONSTITUTION OF COMMITTEES:
i. AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report.
ii. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.
iii. STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has constituted Stakeholder relationship Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.
The Committee looks into the grievances of the Shareholders related to transferofshares payment of dividend and non-receipt of annual reportand recommends measure forexpeditious and effective investor service etc.
The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing theshareholders holding shares in physical or dematerialized form. All requests fordematerialization of shares are likewise processed and confirmations thereof arecommunicated to the investors within the prescribed time.
During the year under review no Investor complaints were pending.
iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted the Corporate Social Responsibility Committee in accordancewith the provision of Section 134 of the Companies Act 2013.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under clause (c) of sub-section (3) of Section 134 of Companies Act 2013
Directors to the best of their knowledge and belief state that -
(i) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation 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 at the end of the financial year and ofthe profit of the Company for the year ended on 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;
(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; and
(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.
15. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under section 143(12) ofthe Act and rules framed thereunder.
16. DETAILS OF MATERIAL SUBSIDIARY JOINT VENTURES (JV) OR ASSOCIATE COMPANY (AC):
During the year under review there are no Subsidiary Companies/LLP and/or which areAssociates of the Company except 'Royale Hill Properties LLP' wherein your company hasexecuted the Supplementary Agreement on February 5 2022 with an investment of 99% i.e. tothe tune of Rs 2475000/- with the intention of the expansion of Business Operations ofthe Company. The procedural formalities for the same will take place in due course oftime.
There are no material subsidiaries of the Company.
17. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY JOINT VENTURES (JV) ORASSOCIATE COMPANY (AC):
During the year under review there are no subsidiary Companies/LLP and/or which areAssociates of the Company except 'Royale Hill Properties LLP' wherein your company hasexecuted the supplementary agreement on February 5 2022 with an investment of 99% i.e. tothe tune of Rs 2475000/- with the intention of the expansion of Business Operations ofthe Company. Activities are yet to commence as the detailed business plan is in the finalstage & shall have effect in the FY 2022-23.
Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's consortiums/joint ventures inForm No. AOC-1 is enclosed and attached to the financial statements of the Company as "Annexure-IV".
18. ACCOUNTING STANDARDS:
The Company has prepared the Financial Statements for the year ended 31st March 2022as per Section 133 of the Companies Act 2013 read with rule 7 of Companies (Accounts)Rules 2014.
19. PERFORMANCE EVALUATION OF THE DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance as well as of its Committees thereof and ofthe Directors individually. The manner in which the evaluation has been carried out hasbeen covered in the Corporate Governance Report.
20. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT
As per the provisions of Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 thereare no material changes that has occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report which isaffecting the financial position of the Company.
21. EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equityshares or shares under ESOP. The Company has not provided any money to its employees forpurchase of its own shares hence the company has nothing to report in respect of Rule4(4) Rule (13) Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures)Rules 2014.
22. CHANGE IN NATURE OF BUSINESS:
The Company has not undergone any change in the nature of business during the year.
23. LISTING FEES:
Equity Shares of your Company are listed on SME Platform of BSE Limited. Your Companyhas paid the required listing fees to Stock Exchange.
24. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:
Link Intime India Pvt. Ltd
Block No. 202 2nd Floor Akshay Complex
Near Ganesh Temple Off Dhole Patil Road Pune - 411001
Tel: 020 - 2616 1629 / 2616 0084 Fax: 020 - 2616 3503
Email: email@example.com Website: https://www.linkintime.co.in
25. POLICY ON PRESERVATION OF DOCUMENTS:
Pursuant to the Regulation 9 of SEBI (LODR) 2015 the Company has maintained the policyof preservation of documents to keep the documents preserve as per Regulation 9 (a) &9 (b) of SEBI (LODR) 2015 and the same has been uploaded on the website of the Company onwww.suratwwala.co.in
26. FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors attend a Familiarization/Orientation Program on beinginducted into the Board. The Company issues a formal letter of appointment to theIndependent Directors outlining their role function duties and responsibilities. Thedetails of Familiarization Program are provided in the Corporate Governance Report and arealso available on the Company's website at www.suratwwala.co.in
27. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection appointment and remuneration of Directors and KMPs. TheRemuneration Policy is stated in the Corporate Governance Report.
The Nomination and Remuneration Committee of the Board of Directors is responsible forrecommending the appointment of the Directors and senior management to the Board ofDirectors of the Company. The Company has in place a Nomination and Remuneration Policycontaining the criteria for determining qualifications positive attributes andindependence of a Director and policy relating to the remuneration for the Directors keymanagerial personnel and senior management personnel of the Company.
The Committee also postulates the methodology for effective evaluation of theperformance of Individual Directors committees of the Board and the Board as a wholewhich should be carried out by the Board and Committee and reviews its implementation andcompliance. The Nomination and Remuneration Policy is available under the investor tab onthe Company's website: www.suratwwala.co.in
28. NUMBER OF MEETINGS OF THE BOARD:
Total 4 (Four) meetings of the Board of Directors of the Company were held specificallyon June 23 2021 August 31 2021 October 29 2021 and January 21 2022 during thefinancial year 2021-22 as required u/s 134 (3) (b) of the Companies Act 2013 and rulesmade thereunder. The intervening gap between two board meetings was within the periodprescribed under the Companies Act 2013 and as per Secretarial Standard-1. The prescribedquorum was presented for all the Meetings. Details of the same are as follows:
Attendance of Directors in the Board Meeting:
|Sr. Name of Director No. ||Board Meeting Held ||Board Meeting Attended |
|1. JATIN DHANSUKHLALSURATWALA ||4 ||4 |
|2. MANOJ DHANSUKHLALSURATWALA ||4 ||4 |
|3. HEMABEN PANKAJKUMAR SUKHADIA ||4 ||3 |
|4. PRAMODJAIN ||4 ||4 |
|5. DIMPLE KIRITSANGHVI ||4 ||4 |
|6. PANKAJKUMAR RAMESHCHANDRA SUKHADIA ||4 ||3 |
29. COMPLIANCE WITH SECRETARIAL STANDARD-1 AND SECRETARIAL STANDARD-2:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS-2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.
Implementation of corporate action:
During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.
30. AUDIT COMMITTEE RECOMMENDATIONS:
All the recommendations made by the Audit Committee were accepted by the Board.
31. CORPORATE GOVERNANCE CERTIFICATE:
In spite of having exemption as being the BSE SME Segment Listed Entity your Companyis in compliance with all the applicable provisions of Corporate Governance as stipulatedin regulation 34 read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on Corporate Governance as requiredunder the Listing Regulations forms a part of Report is enclosed and annexed as "Annexure-V".A certificate has been received from the Secretarial Auditor of the Company regardingcompliance of requirements of Corporate Governance to the extend applicable to the SMEListed Company pursuant to the exemption given in Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Company had appointed M/s. S S P M & Company LLP Chartered Accountants [FirmRegistration No.: 121466W/W100735] as their Statutory Auditors of the Company to holdoffice for a term of 3 years from the conclusion of 13th Annual General Meeting until the16th Annual General Meeting of the Company subject to ratification of their appointment byshareholders every year.
The Company has received a certificate from S S P M & Company LLP confirming thatthere not disqualified from continuing as Statutory Auditors of the Company.
Pursuant to the amendment to Section 139 of the Act effective from May 07 2018ratification by shareholders every year for the appointment of Statutory Auditors is nolonger required and accordingly the Notice of ensuing 15th AGM does not include theproposal for seeking shareholders' approval for ratification of Statutory Auditorsappointment.
The Auditors' Report to the Members for the year under review is unmodified and doesnot contain any qualification reservation or adverse remark. The Notes to the Accountsreferred to in the Auditors' Report are self-explanatory and therefore do not call for anyfurther clarifications under Section 134(3)(f) of the Act.
In accordance with the provisions of Section 138 of the Companies Act 2013 and readwith Rule 13 of the Companies (Accounts) Rules 2014 and other applicable provisions ifany of the Companies Act 2013 M/s. S. M. Suratwala & Co. Chartered Accountants(FRN.: 110637W) were appointed as Internal Auditor of Company.
Internal Audit for the year ended March 31 2022 was carried out and Internal Auditreport at periodic intervals as statutorily required were placed before the AuditCommittee.
COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed KANJ & CO. LLP represented by Dinesh JoshiDesignated Partner bearing CP No. 2246 as Secretarial Auditors for the Company. TheSecretarial Audit Report for the Financial Year ended 31st March 2022 is enclosed andannexed as "Annexure-VI". There were no qualifications reservation oradverse remarks made in secretarial audit report.
33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules made thereunder theCompany had formulated and adopted a Policy on Prevention of Sexual Harassment atWorkplace. The Company has not received any complaint of sexual harassment during the yearunder review.
34. RISK MANAGEMENT POLICY:
Your Company has implemented mechanism to identify assess monitor and mitigatevarious risks and has formulated a Risk Management Policy. The Audit Committee and theBoard of Directors are informed of the Risk assessment and minimization procedures.
35. CORPORATE SOCIAL RESPONSIBILITY :
Pursuant to Section 135 of the Companies Act 2013 the brief outline of the CSR Policyof your Company composition of the Committee and report on initiatives undertaken by yourCompany on CSR activities during the year are set out in Report is enclosed and annexed as"Annexure-VII" in the format as prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. Your Company has made the contribution towardsCSR activities as per the Policy.
36. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee or security as contemplated underSection 186 of the Companies Act 2013 during the financial year.
The Company has made investment in Mutual Funds to the tune of Rs. 5944829/- duringthe financial year 2021-22.
37. RELATED PARTY TRANSACTIONS:
All related party transactions during the year were on arm's length basis and not inconflict with the interest of the Company. The particulars of the said transactions alongwith other contracts/arrangements are also briefed in the Notes to the financial statementwhich sets out related party disclosures. A Statement containing particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 including certain arms' lengthtransactions in prescribed Form AOC-2 is enclosed and annexed as "Annexure-VIII".
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed through the following portal link:www.suratwwala.co.in
Additionally Pursuant to SEBI Listing Regulations & Section 188 of the Act theresolution for seeking approval of the shareholders on material related party transactionsbetween the Company and Suratwwala Properties LLP (SPLLP") being the Related Partyof the Company is being placed at the Annual General Meeting of the Company.
38. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the Company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behavior in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. A declaration to this effect signed by the Managing Director of the Companyappears elsewhere in this annual report.
39. PARTICULARS OF EMPLOYEES AND REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIALPERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is enclosed and annexed as "Annexure-IX".The information about Top Ten Employees in terms of remuneration will be available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.
The Company has no employees who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to dealwith instances of fraud and mismanagement if any which provides formal mechanism to thedirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Stayingtrue to our core values of Strength Performance and Passion and in line with our visionof being one of the most respected companies in India the Company is committed to thehigh standards of Corporate Governance and Stakeholder Responsibility. The said Policyensures that strict confidentiality is maintained in respect of whistle blowers whilstdealing with concerns and also specified that no discrimination will be meted out to anyperson for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle BlowerMechanism may be accessed through website of the Company viz. www.suratwwala.co.in
41. STATUTORY DISCLOSURES:
A statement containing salient features of the financial statement in the prescribedformat are annexed to this Report. The audited financial statements of the said companieswill be kept for inspection by any Member of the Company at its Registered Office duringbusiness hours and as per the provisions of Section 136(1) of the Companies Act 2013 acopy of the same will be made available to any shareholder on request.
A Cash Flow Statement for the Financial Year 2021-22 is attached to the Balance Sheet.
Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in e-form MGT-7 may beaccessed on the Company's website at the web link www.suratwwala.co.in
42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company as not involved in any industrial or manufacturing activities the Companyhas no particulars to report regarding conservation of energy and technology absorption asrequired under Section 134 of the Companies Act 2013 and Rules made thereunder.
During the year under review the Company did not have any foreign exchange earningsor the foreign exchange outgo towards Business promotion Advertisement expenses Legalconsultancy and Professional fees.
A. CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy.
The Company takes efforts to conserve the energy used at offices and work sites byusing energy efficient lighting electric appliances and computers. There is constantfocus at all level in the organization to conserve the energy and use it efficiently. Thisis also key to financial success as energy is one of the important cost element ofconversion cost. Your Company has been implementing short-term and long-term actions toimprove the energy efficiency as its commitment towards minimizing the effects of factorsof climate change. It has grounded mechanism to excel in this area. Regular review isconducted for evaluating the progress and effectiveness of various ongoing initiatives toreduce the energy consumption.
(ii) Steps taken by the company for utilizing alternate sources of energy.
The Company has not taken any steps for utilizing alternate sources of energy.
(iii) Capital investment on energy conservation equipment.
The Company has not made any capital investments on energy conservation equipment.
B. TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption.
The Company being engaged in the business of construction the Company has not made anyefforts towards technology.
(ii) Benefits derived like product improvement cost reduction product development orimport substitution
(iii) In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year)
(a) Details of technology imported. N.A.
(b) Year of import. N.A.
(c) Whether the technology has been fully absorbed. N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; Not Applicable
(iv) Expenditure incurred on research & development.
C. FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows.
| ||Amount in Rs.) |
|Particulars ||2021-22 ||2020-21 |
|Foreign Exchange Earnings in terms of actual inflows ||- ||- |
|Foreign Exchange Outgo in terms of actual outflows ||- ||- |
43. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has an effective internal financial control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedures which also covers adherence to the Company's Policies for safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures. TheCompany's internal financial control system is commensurate with its size scale andcomplexities of its operations.
44. GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there is no transaction on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
(iii) The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
(iv) The details of application made or any proceeding pending under the insolvency andbankruptcy code 2016 (31 of 2016) during the year along with their status as at the endof the financial year - There is no Corporate Insolvency Resolution Process initiatedunder the Insolvency and Bankruptcy Code 2016.
(v) The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof - Not Applicable.
45. PREVENTION OF INSIDER TRADING:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force at the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees connected persons and other employees. The Company alsoadopts the concept of Trading Window Closure to prevent its Directors Officersdesignated employees connected persons and other employees from trading in the shares ofthe company at the time when there is unpublished price sensitive information. The Policyis available on the website of the Company www.suratwwala.co.in
46. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY:
During the year under review there are no significant or material orders passed by anyRegulator Court or Tribunal against the Company which could impact its going concernstatus or operations.
47. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:
In compliance with the MCA Circulars and SEBI Circular notice of the AGM along withAnnual Report is being sent only through electronic mode to those members whose emailaddress are registered with the Company/Depositories. Members may note that the Notice andAnnual Report 2021-22 will also be available on the Company's website www.suratwwala.co.inwebsite of Stock Exchange i.e. BSE Limited at www.bseindia.com
48. CAUTIONARY STATEMENT:
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin the government regulations developments in the infrastructure segment tax regimes andeconomic developments within India or abroad.
49. ACKNOWLEDGEMENT & APPRECIATION:
The Board sincerely thanks the Ministry of Corporate Affairs BSE Limited Securitiesand Exchange Board of India and various government agencies for their continued supportcooperation and advice.
The Board expresses sincere thanks to all its consultants bankers vendors auditorslawyers for their continued partnership and confidence in the Company.
The Board members also wish to place on record their appreciation for the dedicationand contribution made by the KMP's and look forward for their support in future as well.The Board members are also deeply touched by the efforts sincerity and loyalty displayedby the Directors and KMPs during the COVID-19 pandemic and without whom the sustainabilityor growth of the Company is unattainable.
Further the Board expresses its gratitude to you as Shareholders for the confidencereposed in the management of the Company.
ON BEHALF OF THE BOARD OF DIRECTORS FOR SURATWWALA BUSINESS GROUP LIMITED
(Formerly known as 'Suratwwala Business Group Private Limited' and SuratwaiaHousing Private Limited)
|Sd/- ||Sd/- |
|JATIN D. SURATWALA ||MANOJ D. SURATWALA |
|MANAGING DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN: 01980329 ||DIN: 01980434 |
|DATE: JULY 19 2022 || |
|PLACE: PUNE || |