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Suvidha Infraestate Corporation Ltd.

BSE: 531640 Sector: Infrastructure
NSE: N.A. ISIN Code: INE936N01010
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VOLUME 100
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Suvidha Infraestate Corporation Ltd. (SUVIDHAINFRA) - Director Report

Company director report

To

The Members of

SUVIDHA INFRAESTATE CORPORATION LIMITED

Your Directors present the 29th Annual Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Reportof your company for the Financial Year 2020-21 ended 31st March 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY

(Rs. In Lakh)

Particulars For year ended 31.03.2021 For year ended 31.03.2020
Total Income 8.77 16.24
Total Expenditure 19.52 23.93
Profit/(Loss) before taxation (10.75) (7.70)
Provision for Tax 2.78 (13.61)
Profit/(Loss) after Taxation (7.97) (21.31)

There are no material changes and commitment of the financial positionof company which have occurred between 1st April 2021 and date of this report.Due to the second wave of Covid 19 the operation of the company has been affectedadversely since April 2021.

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/STATE OF COMPANY'S AFFAIR:

During the year Loss after tax was Rs 7.97 Lakh as compared toprevious year Loss of Rs. 21.31 lakh. Your directors are hopeful of achieving higher salesand higher profit in the next year.

The company has developed 70 plots of different carpet area under ascheme known as 64 Park Avenue. The development is completed and is ready for possession.Few buyers have already started construction on their respective plots. The company hasdecided to book sales as per Guidance note on recognition of Revenue by Real EstateDevelopers issued by ICAI. Your directors are hopeful to sale remaining plots in the nearfuture.

3. CHANGE IN THE NATURE OF BUSINESS:

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

4. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer anyamount to the General Reserves for the financial year ended 31st March 2021.

5. FINANCE:

Fund arrangements including working capital have been prudently managedand during the current financial year company did not enjoy any financial assistance fromFinancial Institutions and Banks.

The Company has not raised any term loan during the year as well as notgiven any guarantee for loans taken by others from bank or financial institutions.

6. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the accumulated losses Directors do not recommend anydividend for the equity shareholders for the financial year 2020-21.

Pursuant to Regulation 43A of LODR Regulation 2015 the regulationsrelated to Dividend Distribution Policy are not applicable to the Company.

7. DEPOSITS:

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

8. SHARE CAPITAL:

Presently the paid up share capital of the Company is Rs. 83940500/-.There is no change in capital during the year.

9. COVID-19 PANDEMIC:

Due to outbreak of Covid-19 globally and in India the Company'smanagement has made initial assessment of likely adverse impact on business and financialrisks on account of Covid-19. There is slow down in the business of the Company due tolockdown which had impact on operations. However the management does not see any mediumto long term risks in the Company's ability to continue as a going concern andmeeting its liabilities and compliance with the debt covenants applicable if any.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans guarantees or made any investmentsunder Section 186 of the Companies Act 2013 during the financial year 2020-21.

11. DETAILS OF SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURE:

During the year under review no Company has become or ceased to be aSubsidiary/Joint Venture/ Associate Company of your Company.

12. DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THEYEAR:

At the 28th Annual General Meeting held on 26th December2020 the members of the company have approved re-appointment Ms. Jaini M. Jhaveri (DIN:07476027) as a Women Independent Director & Mr. Kishore Goswami as a Managing Directorfor a period of 5 years by passing a Special Resolution.

In accordance with the provisions of the Companies Act 2013 Mr.Ashokkumar K. Goswami Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.

During the year under review Ms. Nikita Barbhaya has resigned from theoffice of Company Secretary and Compliance Officer with effect from 10thOctober 2020. Ms. Shivangi D. Shah was appointed as Company Secretary & ComplianceOfficer of the Company with effect from 27th October 2020.

As on the date of this report Ms. Shivangi Shah has resigned from theoffice of Company Secretary and Compliance Officer with effect from 7th June2021. Mr. Krunal Thakkar has been appointed as Company Secretary & Compliance Officerof the Company with effect from 7th June 2021.

The Board also recommends the re-appointment of Mr. Hemang Shah (DIN:07465544) as an Independent Non Executive Director for the subsequent period of 5 yearsw.e.f. 14th February 2022 upon the principal terms and conditions set out inthe explanatory statement annexed to the Notice of the AGM.

The Board recommends their appointment/re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. Membersare requested to refer the Notice of ensuing Annual General Meeting for brief profile andother related information of Director appointing/reappointing in the AGM.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1)(b) the SEBI (LODR)Regulation 2015.

In the opinion of the Board the Independent Directors of the Companyfulfil the conditions specified in the Act and Listing Regulations and are independent ofthe management. The Independent Director shall enroll his / her name in the Databankbeing maintained by Indian Institute of Corporate Affairs to qualify as an IndependentDirector. The enrollment of Independent Directors has been completed and they havefurnished the declaration affirming their compliance to the Board with the provisionscontained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualificationof Directors) Rules.

14. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51) and Section 203 of theCompanies Act 2013 read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Key Managerial Personnel of the Company as on 31st March2021 are Mr. Kishore K. Goswami Managing Director Mr. Ashokkumar K. Goswami WholetimeDirector and Mr. Anupkumar K. Goswami Chief Financial Officer and Mr. Krunal ThakkarCompany Secretary and Compliance Officer.

During the year the changes in the Key Managerial Personnel's ofthe Company is mentioned in the report in the "Details of Directors and KMPsappointment or resignation during the year."

15. MEETINGS OF THE BOARD:

The Board of Directors of your Company met 5 (Five) Times duringthe year to carry the various matters. The Meetings were convened on 30th June2020 31st August 2020 27th October 2020 10th November2020 and 12th February 2021.

Pursuant to exemption provided in view of Covid Pandemic vide SEBICircular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/38 dated 19th March 2020 thestipulated time gap of 120 days between two Board meetings and Audit Committee meetingsheld between the period from 1st December 2019 till 30th June 2020was exempted.

The maximum interval between any two consecutive Board Meetings andAudit Committee meetings did not exceed 120 days except during the exemption periodprovided by SEBI due to Covid-19 pandemic.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:

Name of Directors No. of Board Meetings attended
1 Mr. Kishore K. Goswami 5/5
2 Mr. Ashok K. Goswami 5/5
3 Mr. Anup K. Goswami 5/5
4 Mr. Kamal K.Gajjar 5/5
5 Mr. Hemang Y. Shah 5/5
6 Ms. Jaini M.Jhaveri 5/5

16. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance withSection 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015.

The Audit Committee acts as a link among the Management the StatutoryAuditors and the Board of Directors to oversee the financial reporting process of theCompany. The Committee's purpose is to oversee the quality and integrity ofaccounting auditing and financial reporting process including review of the internalaudit reports and action taken report.

Composition of Audit Committee and the attendance record of members for2020-21 are below:

Name of Directorship Chairman/ Member Category

No. of Meetings during F.Y. 2020-21

Held Attended
1. Ms. Jaini M.Jhaveri Chairman Non-Executive Independent Director 4 4
2. Mr. Kamal K. Gajjar Member Non-Executive Independent Director 4 4
3. Mr. Kishore K. Goswami Member Managing Director 4 4

Pursuant to exemption provided in view of Covid Pandemic vide SEBICircular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/38 dated 19th March 2020 thestipulated time gap of 120 days between two Board meetings and Audit Committee meetingsheld between the period from 1st December 2019 till 30th June 2020was exempted.

During the Financial Year 2020-21 4 (Four) Meetings of Audit Committeewere held on 30th June 2020 31st August 2020 10thNovember 2020 and 12th February 2021 respectively.

The necessary quorum was present for all the meetings.

17. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company isconstituted in accordance with Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI(LODR) Regulations 2015.

Composition of Nomination & Remuneration Committee and theattendance record of members for 2020-21 are below:

Name of Directorship Chairman/ Member Category No. of Meetings during F.Y. 2020-21
Held Attended
1. Mr. Kamal K. Gajjar Chairman Non-Executive Independent Director 2 2
2. Mr. Hemang Y. Shah Member Non- Executive Independent Director 2 2
3. Ms. Jaini M.Jhaveri Member Non- Executive Independent Director 2 2

During the Financial Year 2020-21 2 (Two) Meetings of NRC were held on30th June 2020 and 27th October 2020 respectively.

The necessary quorum was present for all the meetings

18. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constitutedin accordance with Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (LODR)Regulations 2015.

Composition of Stakeholders Relationship Committee and the attendancerecord of members for 2020-21 are below:

Name of Directorship Chairman/ Member Category No. of Meetings during F.Y. 2020-21
Held Attended
1. Mr. Kamal K. Gajjar Chairman Non-Executive Independent Director 4 4
2. Mr. Anupkumar K. Goswami Member Whole-time Director 4 4
3. Ms. Jaini M.Jhaveri Member Non- Executive Independent Director 4 4

During the Financial Year 2020-21 4 (Four) Meetings were held 30thJune 2020 31st August 2020 10th November 2020 and 12thFebruary 2021 respectively.

The necessary quorum was present for all the meetings.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP ANDREMUNERATION POLICY:

For the purpose of selection of any Director the Nomination andRemuneration Committee identifies persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent fulfils such criteria with regard to qualifications positiveattributes independence age and other criteria as laid down under the Act ListingRegulations or other applicable laws. The Board has on the recommendation of theNomination and Remuneration Committee framed a policy on remuneration of Directors KeyManagerial Personnel and other Employees.

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theAct SEBI Listing Regulations and the Guidance note on Board Evalution issued by theSecurities and Exchange Board of India.

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 process information and functioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meeting etc.

In a separate Meeting of Independent Directors performance ofnon-independent directors the chairman of the Company and the board as a whole asevaluated taking into account the views of executive directors and non-executiveDirectors.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company believes that internal control is a necessary pre-requisiteof Governance and that freedom should beexercised within a framework of checks andbalances.The Company has an adequate system of internal controls commensurate with thesize and the limited nature of its business activities.

22. RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes allnecessary steps to identify and evaluate business risks and opportunities and takecorrective steps.

23. WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The company has a vigil mechanism for Directors and Employees to reporttheir concerns about unethical behavioractual or suspected fraud or violation of thecompany's Code of Conduct. The mechanism provides for adequate safeguards againstvictimization of Directors and employees who avail of the mechanism. In exceptional casesDirectors and employees have direct access to the Chairman of the Audit Committee.

24. DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

The disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 is not applicable to the Company.

The Company is committed to provide a safe and conducive workenvironment to its employees. Though the Company is not required to adopt the policyhowever it ensures the safety of its women employees at workplace. During the year underreview no case of sexual harassment was reported.

25. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 compliance relating to Corporate Governance is notapplicable for the Listed Company having paid up equity share capital not exceeding Rs. 10crores and net worth not exceeding Rs. 25 crores on the last day of the previous financialyear.

As your company's paid up equity share capital is not exceedingRs. 10 crores and net worth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses(b) to (i) of sub-regulation (2) of regulation 46 are not applicable and hence do not forma part of this Annual Report. But the company is filling Non-Applicabilty Certificate ofCorporate Governance under Regulation 27 of (Listing Obligations and DisclosureRequirements) Regulations 2015 with the exchange.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual reportand is annexed to this report.

27. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013it is hereby confirmed:

(i) that in the preparation of the annual accounts the applicableaccounting standards (IND-AS) had been followed along with proper explanation relating tomaterial departures;

(ii) that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at 31stMarch 2021 being end of the financial year 2020-21 and of the loss of the Company for theyear;

(iii) that the Directors had taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a goingconcern basis.

(v) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

(vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) and Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 as amended M/s. Purnesh R.Mehta & Co. (Firm Registration No. 142830W) Chartered Accountant Ahmedabad wasappointed as a Statutory Auditor of the Company in the Annual General Meeting held on 23rdSeptember 2017 for a term of five (5) consecutive years to hold office from theconclusion of the Annual General Meeting held for the financial year 2016-17 till theconclusion of the 30th Annual General Meeting of the Company to be held for thefinancial year 2022.The Company has received a certificate from the said Auditors thatthey are eligible to hold office as the Auditors of the Company and are not disqualifiedfor being so appointed for the financial year 31.03.2021.

29. STATUTORY AUDITORS' OBSERVATIONS:

Though there are no qualification from the Statutory Auditor. Furthertheir other observation in the auditor's report read with Notes to Accounts isself-explanatory in nature and need no further clarification.

30. SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the SecretarialAuditor M/s. Kashyap R. Mehta & Associates Practicing Company Secretaries. TheSecretarial Auditors Report is attached as "Annexure-A".

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

(a) The Company has not published Board Meeting notice advertisement innewspaper as per Regulation 47(1)(a)of SEBI (LODR) Regulations 2015 for Audited Financialresults for the financial year 2019-20 and Unaudited Financial results for the quarterended 30th June 2020 :- The Company has submitted the same with the Stockexchange and also uploaded the same on its website. However the Company then publishedthe Board Meeting notice advertisement in newspaper for the remaining quarters offinancial year 2020-21.

(b) The Company has not complied with Regulation 31(2) of SEBI (LODR)Regulation 2015 according to which 100% shareholding of promoter shall be inDematform:-The Company is in the process of dematerializing the same and will be done indue course of time.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:

There is no significant changes and material orders passed by theregulators or courts or tribunals.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There were no material changes and commitments affecting the financialposition of the Company which have occurred between/end of the financial year and the dateof this report.

33. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect ofCSR is not applicable to the Company. Hence your Directors have not constituted theCorporate Social Responsibility (CSR) Committee.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 in respect of conservation of energy technology absorptionhave not been furnished considering the nature of activities undertaken by the companyduring the year under review.

The information on conservation of energy technology absorption andforeign exchange earning and outgo are required to be given pursuant to Section 134(3) (m)of the Companies Act read with Rule 8 of the companies (Accounts) Rules 2014 is –NIL during financial year.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year underreview.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 regarding remuneration of Directors Key ManagerialPersonnel and other related disclosures is given as "Annexure-B" to thisreport.

36. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company inaccordance with provisions of section 188 of the Companies Act 2013 during the year underreview.

There were no material significant transactions with Related Partiesduring the financial year 2020-21 which were in conflict with the interest of the Company.Suitable disclosures as required under AS-18 have been made in the Notes to the financialstatements.

The policy on Related Party Transactions was approved by the Board ofDirectors.

None of the Directors have any pecuniary relationships or transactionsvis--vis the Company.

37. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act thedraft Annual Return as on 31st March 2021 is available on the Company'swebsite www.sicl.in

38. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

39. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with CDSL.The ISIN No. allotted is INE936N01010.

40. GENERAL:

A. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances of environmental regulationsand preservation of natural resources. There are no operations being carried out in theCompany during the year under review.

B. INSURANCE:

The movable and immovable properties of the Company including Plant andMachinery and stocks wherever necessary and to the extent required have been adequatelyinsured against the risks of fire riot strike malicious damage etc. as per theconsistent policy of the Company.

C. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Companies Act 2013.

D. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by theInstitute of Company Secretaries of India which are mandatorily applicable to theCompany.

41. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company hasfollowed the Accounting Standards referred to in Section 133 of the Companies Act 2013.The significant accounting policies which are consistently applied are set out in theNotes to the Financial Statements.

42. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.

43. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI yourDirectors have framed and approved Insider Trading Policy for the Company i.e. ‘Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation' and ‘Code of Conduct for Regulating Monitoring and Reporting ofTrading by Designated Persons/Insiders'. The Policy is available on thecompany's website.

44. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management. All the Board Members and Senior Managementpersonnel have affirmed compliance with the code of conduct.

45. APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks tothe members of the Company Bankers State Government Local Bodies Customers SuppliersExecutives Staff and workers at all levels for their continuous co-operation andassistance.

By Order of the Board of Directors
For Suvidha Infraestate Corporation Limited
Kishore K.Goswami Ashokkumar K. Goswami
Place: Ahmedabad Managing Director Whole-time Director
Date:26.07.2021 DIN: 00289644 DIN: 00289515

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