(Financial Year 2022-23)
To,
Dear Members,
Your Directors' are pleased to present the 16th Annual
Report on the business and operations of the Company, along with the audited Financial
Statements (Standalone & Consolidated) for the financial year ended March 31, 2023.
CORPORATE OVERVIEW:
The Company migrated from BSE SME Platform to BSE Main Board and Listed
its securities on the National Stock Exchange of India Limited on February 10, 2023. The
Company has its corporate headquarters at Pune and mainly operate in the Construction
& Development in the real estate & infrastructure segment.
FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st
March, 2023 is summarized below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
6179.91 |
79.37 |
6227.91 |
79.37 |
Operating Profit/(Loss) before Interest, Depreciation,
Amortization and Taxes (EBITDA) |
2976.06 |
(276.60) |
2972.90 |
(277.71) |
Depreciation and Amortization |
19.29 |
23.11 |
19.29 |
23.11 |
Interest and finance charges |
209.05 |
391.58 |
209.13 |
391.80 |
Other Income |
18.28 |
103.08 |
18.28 |
103.08 |
Profit/(Loss) Before Tax (PBT) |
2747.71 |
(691.29) |
2744.48 |
(692.63) |
Tax Expenses |
627.73 |
383.47 |
628.18 |
383.47 |
Profit/(Loss) After Tax (PAT) |
2119.98 |
(1074.76) |
2116.30 |
(1076.10) |
Exceptional Items |
0 |
0 |
0 |
0 |
Add: Other Comprehensive Income |
3.07 |
0.88 |
3.07 |
0.88 |
Profit/(Loss) after other Comprehensive Income |
2123.04 |
(1073.88) |
2119.37 |
(1075.22) |
Earnings Per Share (in ?) |
12.24 |
(6.19) |
12.22 |
(6.20) |
PERFORMANCE OF THE COMPANY:
The total revenue for the financial year under review was 6198.19 Lakhs
as against 182.44 for the previous financial year registering an increase of 6015.74
Lakhs. The profit before tax was 2747.71 Lakhs and the profit after tax was 2123.04 Lakhs
for the financial year under review as against -691.29 Lakhs and -1073.88 Lakhs
respectively reported for the previous financial years.
Similarly, on Consolidated basis, the total revenue for the financial
year under review was 6246.19 Lakhs as against 182.44 Lakhs for the previous financial
year registering an increase of 6063.74 Lakhs. The profit before tax was 2744.48 Lakhs and
the profit after tax was 2119.37 Lakhs for the financial year under review as against
(1076.10) Lakhs and (1075.22) Lakhs respectively reported for the previous financial
years.
There were no material changes and commitments affecting the financial
position of the Company, between the end of the financial year and the date of the report.
DIVIDEND:
To conserve resources for future, your Directors' do not recommend any
dividend for the financial year under review.
The Dividend Distribution Policy of the Company is available on the
website of the Company at www.suratwwala.co.in
TRANSFER TO RESERVES:
The Directors do not propose to transfer any amount to Reserve.
LISTING AND CURRENT UPDATES:
Your Directors' are pleased to inform you that, during the year under
review, the Company had received in-principle approval(s) from both the exchanges and
followed with the final approvals pertaining to the Migration & Listing its Securities
on NSE.
Your Company migrated from BSE SME Platform to BSE Main Board and
Listed its securities on the National Stock Exchange of India Limited on February 10,
2023.
SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 18,00,00,000/-
(Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty Lakhs) equity
shares of Rs. 10/- each (Rupees Ten Only).
The Paid-up Equity Share Capital is Rs. 17,34,16,440/- (Rupees
Seventeen Crores Thirty- Four Lakhs Sixteen Thousand Four Hundred and Forty Only) divided
into 1,73,41,644 (One Crore Seventy-Three Lakhs Forty-One Thousand Six Hundred and
Forty-Four) equity shares of Rs.10/- each as at March 31, 2023.
During the year under review, the Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any stock
options or sweat equity or warrants as on March 31, 2023.
OPERATIONS:
During the year, the Company is operating in the following segments viz
(i) construction and development of commercial and residential projects (ii) maintenance
of properties developed by the company (iii) providing the space on rent such as renting
for mobile tower, hoardings and banners on building or renting of the unsold space for
short durations. 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 Directors of 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 sales network. They are taking special efforts with engagement of
professional agencies and exploring in house expertise. Further the Directors of the
Company are taking efforts to associate the brand of 'Suratwwala Business Group Limited'
as symbol of trust, quality and commitment.
Your Company is entering into new business ventures of renewable
energies like Solar, wind and other renewable sources. The Company on 17th
June, 2022 incorporated a "Suratwwala Natural Energy Resource LLP" ("the
LLP") and invested in 99% of the Capital Contribution of the LLP. The LLP will carry
out the new business avenues.
Following are the list of projects under work in progress.
Sr. Name of the Project |
Location |
Nature |
1. Mark Plazzo- Building-C |
Hinjewadi, Pune |
Commercial |
2. Mark Plazzo- Building-D |
Hinjewadi, Pune |
Commercial |
3. Mark Plazzo- Building-E |
Hinjewadi, Pune |
Commercial |
4. 02 The Oxygen Spring |
Mulshi, Pune |
Residential- Villas |
5. Kasar Amboli Villaments Project |
Kasar Amboli, Pune |
Resort Living- Villas |
During the financial year there were no changes in the nature of
business of the Company.
DEPOSITS:
The Company has not accepted any deposits under the provisions of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules,
2014 as amended from time to time, during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required under Regulation
34(2)(e) of the Securities 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 and
state of affairs of your Company's, and their adequacy, risk management systems and other
material developments during the Financial Year 2022- 23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments
Mrs. Hemaben Sukhadia, Non-Executive Director (DIN: 01980774) of the
Company, is liable to retire by rotation at the forthcoming Annual General Meeting and,
being eligible, offers herself for re-appointment pursuant to Section 152 of the Act. Your
Board of Directors recommend his re-appointment.
Appointment and Re-appointment of Directors
As on March 31, 2023, the Board comprised of Non-Executive Director,
Executive Director(s) and Non-Executive Independent Directors. The Board is well
diversified and consists of one Women Director as well. Hence, the composition of the
Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of
the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors
and Independent Directors.
Changes during the Year
Section 152 of the Act provides that unless the Articles of Association
provide for retirement of all directors at every Annual General Meeting ("AGM"),
not less than two- third of the total number of directors of a public company (excluding
the Independent Directors) shall be persons whose period of office is liable to
determination by retirement of directors by rotation, of which one-third are liable to
retire by rotation. Accordingly, Mrs. Hemaben Pankakumar Sukhadia, Non-Executive Director
(DIN: 01980774) of the Company, retires by rotation at the ensuing AGM and, being
eligible, offers himself for re-appointment. A Profile of Mrs. Hemaben Pankajkumar
Sukhadia, as required by Regulation 36(3) of the LODR is given in the Notice convening the
forthcoming AGM.
Mr. Shailesh Kasegaonkar (DIN: 07369961) was appointed as an Additional
Director in the capacity of Non-Executive-Independent Director by the Board of Directors
w.e.f. 19th July, 2022 subject to approval of the Members of the Company and in
15th Annual General Meeting held on 19th August, 2022 he was
ratified and appointed as Non-Executive Independent Director of the Company. Also, there
is re-designation of Mrs. Hemaben Pankajkumar Sukhadia (DIN: 01980774) from Whole-Time
Executive Director to Non- Executive Director of the Company.
Mr. Pankajkumar Sukhadia (DIN: 08634710) has resigned from the position
of Non- Executive Director w.e.f. 19th July, 2022. Your Directors' place their
sincere appreciation for the valuable contribution made by Pankajkumar Sukhadia during his
tenure as the Director on the Board of the Company.
Mr. Jatin Suratwala, Managing Director, Mr. Manoj Suratwala, Whole-Time
Director, Mrs. Hemaben Sukhadia, Non-Executive Director, Mr. Shailesh Satish Kasegaonkar,
Non- Executive Independent Director, Mr. Pramod Jain, Non-Executive Independent Director
and Ms. Dimple Sanghvi, Non-Executive Independent Director, and Mr. Satish Kale, Chief
Financial Officer and Ms. Prathama Gandhi, Company Secretary are the Key Managerial
Personnel of the Company within 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 31, 2023.
The complete list of Directors along with the KMP's of the Company has
been provided as part of the Annual Report.
During the year, Ms. Ruchi Mehta resigned from the post of Chief
Financial Officer ("CFO") & Mr. Satish Kale had been appointed as CFO w.e.f.
February 2, 2023 as approved by the Nomination & Remuneration Committee &
thereafter by the Board of the Company.
Declaration by Independent Directors
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing
Regulations. The Company has also received from them declaration of compliance of Rule 6
(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014,
regarding online registration with the "Indian Institute of Corporate Affairs"
at Manesar, for inclusion of name in the data bank of Independent Directors.
Further, there has been no change in the circumstances affecting their
status as IDDs of the Company.
Statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year:
With regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the Financial year 2022-23, the
Board of Directors have taken on record the declarations and confirmations submitted by
the Independent Directors and is of the opinion that the Independent Director is a person
of integrity and possesses relevant expertise and experience and his continued association
as Director will be of immense benefit and in the best interest of the Company.
Regarding proficiency of the Independent Directors, ascertained from
the online proficiency self-assessment test conducted by the institute, as notified under
sub- section (1) of section 150 of the Act, the Board of Directors have taken on record
the information submitted by Independent Director that he/she has complied with the
applicable laws.
Declaration by the Company
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of
Companies (Appointment and Qualifications of Directors) Rules, 2014 and certificate for
the same from the Practicing Company Secretary is attached as "Annexure -
II".
MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATE:
In terms of the SEBI LODR Regulations, the certificate, as prescribed
in Part B of Schedule II of the said Regulations, has been obtained from Managing Director
& Chief Financial Officer, for the Financial Year 2022-23 with regard to the Financial
Statements and other matters. The said Certificate forms part of this Report is enclosed
and annexed as "Annexure-lll".
Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:
(i) Mr. Jatin Dhansukhlal Suratwala, Managing Director
(ii) Mr. Manoj Dhansukhlal Suratwala, Whole-Time Director
(iii) Mr. Satish Kale, Chief Financial Officer
(iv) Ms. Prathama Gandhi, Company Secretary and Compliance Officer
CONSTITUTION OF COMMITTEES:
i. Audit Committee:
In terms of Section 177 of the Companies Act, 2013, as on date of this
report, the Board of Directors has constituted an Audit Committee comprising of 4
Directors as below.
Sr. No. Name of the Directors
1. PRAMODJAIN
2. DIMPLE KIRITSANGHVI
3. JATIN DHANSUKHLAL SURATWALA
4. SHAILESH SATISH KASEGAONKAR*
*Appointed as Member of the Audit Committee w.e.f. 5th
August, 2023.
All the recommendations of the Audit Committee were accepted by the
Board.
During the year i.e. from April 01, 2022 to March 31, 2023, Audit
committee met 5 times on May 6, 2022; July 19, 2022; October 21, 2022; January 28, 2023;
and March 20, 2023.
ii. Nomination & Remuneration Committee:
In terms of Section 178 of the Companies Act, 2013, as on date of this
report, the Board of Directors had constituted Nomination & Remuneration Committee
comprising of 4 Directors as below:
Sr. No. Name of the Directors
1. PRAMODJAIN
2. DIMPLE KIRITSANGHVI
3. HEMABEN PANKAJKUMAR SUKHADIA
4. SHAILESH SATISH KASEGAONKAR*
*Appointed as Member of the Nomination & Remuneration Committee
w.e.f. 5th August, 2023.
During the year i.e. from April 01, 2022 to March 31, 2023, Nomination
and Remuneration committee met 3 times on May 06, 2022; July 19, 2022 and January 28,
2023.
iii. Stakeholders' Relationship Committee:
As on the date of this report, the Board of Directors has constituted
Stakeholders' Relationship Committee comprising of 4 Directors as below:
Sr. No. Name of the Directors
1. DIMPLE KIRITSANGHVI
2. JATIN DHANSUKHLALSURATWALA
3. MANOJ DHANSUKHLALSURATWALA
4. SHAILESH SATISH KASEGAONKAR*
*Appointed as Member of the Stakeholder Relationship Committee w.e.f. 5th
August, 2023.
During the year i.e. from April 01, 2022 to March 31, 2023,
Stakeholders Relationship committee met 2 times, on July 19, 2022 and January 28, 2023.
iv. Corporate Social Responsibilitu (CSR):
In terms of Section 135 of the Companies Act, 2013, as on date of this
report, the Board of Directors had constituted Corporate Social Responsibility Committee
comprising of 4 Directors as below:
Sr. No. Name of the Directors
1. DIMPLE KIRITSANGHVI
2. JATIN DHANSUKHLALSURATWALA
3. MANOJ DHANSUKHLALSURATWALA
4. SHAILESH SATISH KASEGAONKAR*
*Appointed as Member of the Corporate Social Responsibility Committee
w.e.f. 5th August, 2023.
During the year i.e. from April 01, 2022 to March 31, 2023, Corporate
Social Responsibility committee met 2 times on May 6, 2022 and January 28, 2023.
EMPLOYEE STOCK OPTION SCHEME:
During the year under report, no employee has been granted stock
options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants
and conversions) of your Company.
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 had been followed along with proper explanation relating to material
departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other 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 the Company and that such internal financial controls are adequate and were
operating effectively; and
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
section 143(12) of the Act and rules framed thereunder.
DETAILS OF MATERIAL SUBSIDIARY, JOINT VENTURES (JV) OR ASSOCIATE
COMPANY (AC):
During the year under review, there are no material subsidiaries of the
Company.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, JOINT
VENTURES (JV) OR ASSOCIATE COMPANY (AC):
During the year under review, the Company had formed Subsidiary LLP
namely, 'Suratwwala Natural Energy Resource LLP' ("the LLP") wherein the Company
has executed Limited Liability Partnership Agreement on 1st July, 2022 with an
investment of 99% i.e. to the tune of Rs. 99,000/- with the intention of entering into new
business ventures of renewable energies like Solar, wind and other renewable sources. The
Company on 17th June, 2022 incorporated a "Suratwwala Natural Energy
Resource LLP". The LLP will carry out the new business avenues.
Also, during the year under review name of the Subsidiary LLP, 'Royale
Hill Properties LLP' changed to 'Suratwwala Royyal Hill Properties LLP'.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's consortiums/joint
ventures in Form No. AOC-1 is enclosed and attached to the financial statements of the
Company as "Annexure-IV".
ACCOUNTING STANDARDS:
The Company has prepared the Financial Statements for the year ended 31st
March, 2023 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies
(Accounts) Rules, 2014.
Changes in the Accounting Policies:-
The Company has migrated from SME Platform to Main Board with effect
from 10th February, 2023. In view of this notification/ amendment and also as
per the Regulation 33 of Listing Regulations. The Central Government in consultation with
the National Advisory Committee on Accounting Standards (NACAS) under Section 133 read
with Section 469 of the Companies Act, 2013 has notified the Indian Accounting Standards
('Ind AS') vide G.S.R. 111(E) dated 16th February 2015. The Company has adopted
the aforesaid standards, as stated in the Companies (Indian Accounting Standards) Rules,
notified under the relevant provisions of the Companies Act, 2013, and amended from time
to time. With effect from 1st April, 2022 and thereafter, the Company has
prepared the Financial Statements for the year ended 31st March, 2023 as per
Ind-AS, as amended. Your Company has shared re-stated Ind-AS Profit and Loss Statement
while publishing the financial results.
Financial statement or Annual report have not been revised during
Financial Year 2022- 2023 or any of the three Preceding financial year.
PERFORMANCE EVALUATION OF THE DIRECTORS:
The evaluation of all the Directors, Committees, Chairman of the Board,
and the Board as a whole, was conducted based on the criteria and framework adopted by the
Committee.
The Board sought the feedback of Directors on various parameters
including:
i. Degree of fulfilment of key responsibilities towards stakeholders
(by way of monitoring corporate governance practices, participation in the long-term
strategic planning, etc.);
ii. Structure, composition and role clarity of the Board and
Committees;
iii. Extent of co-ordination and cohesiveness between the Board and its
Committees;
iv. Effectiveness of the deliberations and process management;
v. Board/Committee culture and dynamics; and
vi. Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of the Independent Directors, the performance of
the Non- Independent Directors, the Board as a whole and Chairperson of the Company were
evaluated taking into account the views of Executive Directors and other Non-Executive
Directors.
The NRC reviewed the performance of the individual directors and the
Board as a whole.
In the Board meeting that followed the meeting of the Independent
Directors and the meeting of NRC, the performance of the Board, its Committees, and
Individual Directors were discussed.
The manner in which the evaluation has been carried out has been
covered in the Corporate Governance Report.
ADDITIONALLY, CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Act and Regulation
19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC")
has formulated the criteria for determining qualifications, positive attributes and
independence of Directors, the key features of which are as follows:
Qualification: The Board nomination process encourages diversity of
thought, experience, knowledge, age and gender. It also ensures that the Board has an
appropriate blend of functional and industry expertise
Positive Attributes: Apart from the duties of directors as prescribed
in the Act, the directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them.
Independence: A director will be considered independent if he / she
meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulation 16(1) (b) of the Listing Regulations.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OFTHE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Other than as disclosed in the financial statements, the directors are
not aware of any other matters or circumstances that have arisen since the end of the
financial year which have significantly affected or may significantly affect the
operations of the Company, the results of those operations and the state of affairs of the
Company in subsequent years.
EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights
or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its
employees for purchase of its own shares hence the company has nothing to report in
respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital
& Debentures) Rules, 2014.
CHANGE IN NATURE OF BUSINESS:
The Company has not undergone any change in the nature of business
during the year.
LISTING FEES:
Equity Shares of your Company are listed on BSE Limited & on the
National Stock Exchange of India Limited. Your Company has paid the required listing fees
to Stock Exchanges.
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: pune@linkintime.co.in Website: https://www.linkintime.co.in
POLICY ON PRESERVATION OF DOCUMENTS:
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has
maintained the policy of 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 on www.suratwwala.co.in
FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS:
As a practice, all new Directors (including Independent Directors)
inducted to the Board are given a formal orientation. The Directors are usually encouraged
to visit the head office and project sites/locations of the Company and interact with
members of Senior Management as part of the induction programme. The Senior Management
make presentations giving an overview of the Company's strategy, operations Board
constitution and guidelines, matters reserved for the Board and the major risks and risk
management strategy. This orientation enables the Directors to get a deep understanding of
the Company, its people, values and culture and facilitates their active participation in
overseeing the performance of the Management.
Further, based on the confirmations/ disclosures received from the
Non-Executive Independent Director in terms of Regulation 25(9) of the Listing
Regulations, the Board of Directors is of the opinion that the Non-Executive Independent
Directors fulfil the criteria or conditions specified under the Act and under the Listing
Regulations and are independent of the management.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection, appointment and remuneration of Directors and
KMPs. The Remuneration Policy is stated in the Corporate Governance Report.
The Nomination and Remuneration Committee of the Board of Directors is
responsible for recommending the appointment of the Directors and senior management to the
Board of Directors of the Company. The Company has in place a Nomination and Remuneration
Policy containing the criteria for determining qualifications, positive attributes and
independence of a Director and policy relating to the remuneration for the Directors, key
managerial personnel and senior management personnel of the Company.
The Committee also postulates the methodology for effective evaluation
of the performance of Individual Directors, committees of the Board and the Board as a
whole which should be carried out by the Board and Committee and reviews its
implementation and compliance. The Nomination and Remuneration Policy is available under
the investor tab on the Company's website: www.suratwwala.co.in
The information about Top Ten Employees in terms of remuneration will
be available for inspection by the Members at the Registered Office of the Company during
business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to
the Company Secretary in this regard.
NUMBER OF MEETINGS OF THE BOARD:
Total 6 (Six) meetings of the Board of Directors of the Company were
held specifically on May 6, 2022, July 19, 2022, August 29, 2022, October 21, 2022,
January 28, 2023 and March 20, 2023 during the financial year 2022-23 as required u/s 134
(3) (b) of the Companies Act, 2013 and rules made thereunder. The intervening gap between
two board meetings was within the period prescribed under the Companies Act, 2013 and as
per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings.
Details of the same are as follows:
Attendance of Directors in the Board Meeting:
Sr. No. Name of Director |
Board Meeting Held |
Board Meeting Attended |
1. JATIN DHANSUKHLALSURATWALA |
6 |
6 |
2. MANOJ DHANSUKHLALSURATWALA |
6 |
6 |
3. HEMABEN PANKAJKUMAR SUKHADIA |
6 |
6 |
4. PRAMOD JAIN |
6 |
6 |
5. DIMPLE KIRIT SANGHVI |
6 |
6 |
6. PANKAJKUMAR RAMESHCHANDRA SUKHADIA |
1 |
1 |
7. SHAILESH SATISH KASEGAONKAR |
5 |
5 |
COMPLIANCE WITH SECRETARIAL STANDARD-1 AND SECRETARIAL STANDARD-2:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively. During the
year under review, the Company was in compliance with the Secretarial Standards (SS) i.e.,
SS-1 and SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
IMPLEMENTATION OF CORPORATE ACTION:
During the year under review, the Company has not failed to implement
any Corporate Actions within the specified time limit.
AUDIT COMMITTEE RECOMMENDATIONS:
All the recommendations made by the Audit Committee were accepted by
the Board.
CORPORATE GOVERNANCE CERTIFICATE:
Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, a separate section on the Corporate Governance Report, forms an integral part
of the Integrated Annual Report. A certificate from Practicing Company Secretary
confirming compliance with corporate governance norms, as stipulated under the Listing
Regulations, is annexed to the Corporate Governance Report as "Annexure-V".
AUDITORS:
STATUTORY AUDITORS:
At the 13th AGM held on 13th July, 2020, the
Members had approved the appointment of S S P M & Company LLP, Chartered Accountants
[Firm Registration No.: 121466W/W100735] as the Statutory Auditors for a period of 3
(three) years commencing from the conclusion of the 13th AGM until the
conclusion of the 16th AGM to be held in the year 2023. Accordingly, their
first term as Statutory Auditors expires at the conclusion of the ensuing 16th
AGM.
Pursuant to the provisions of Section 139(2)(b), an audit firm can be
appointed for two terms of five consecutive years each. Accordingly, the Board approved
the re- appointment of M/s. Parag Patwa & Associates on 14th August, 2023
based on the recommendations of the Audit Committee and the same is subject to the
approval of the Members of the Company. The Notice of ensuing 16th AGM includes
the proposal for seeking Members' approval for the re-appointment of M/s. Parag Patwa
& Associates as the Statutory Auditors, for the term of 5 (five) years commencing from
the conclusion of the 16th AGM until the conclusion of the 21st AGM
to be held in the year 2028.
M/s. Parag Patwa & Associates, Chartered Accountants has provided
their consent and a certificate of their eligibility under sections 139 and 141 of the Act
and the Companies (Audit and Auditors) Rules 2014 for their appointment as the Statutory
Auditors of the Company for the term of 5 (five) years. In terms of the Listing
Regulations, the Auditors have confirmed that they hold a valid certificate issued by the
Peer Review Board of the ICAI. Accordingly, M/s. Parag Patwa & Associates is eligible
for appointment as Statutory Auditors of the Company.
The Auditors' Report to the Members for the year under review is
unmodified and does not contain any qualification, reservation or adverse remark. The
Notes to the Accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further clarifications under Section 134(3)(f) of the Act.
Explanation to Remarks:
In the Statutory Auditors' Report:
(a) The statutory audit report for the year 2022-23 does not contain
any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors;
The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further clarifications under Section 134(3)(f) of the Act
and
In the Secretarial Auditors' Report:
(b) The secretarial audit report for the year 2022-23 does not contain
any qualification, reservation or adverse remark or disclaimer made by the secretarial
auditor appointed by the Company except as below:
I. Few forms were filed by the Company with the Registrar of Companies,
Pune beyond the prescribed time specified in the Companies Act, 2013.
II. The Company has failed to notify the stock exchange within 2
trading days of becoming aware of trading by designated person/promoter /promoter
group/Director of the Company as specified in Regulation 7 (2)(a) of SEBI (Prohibition of
Insider Trading) Regulations, 2015. However, the Company made the delayed disclosures of
such trading on 22nd February, 2023 with the Stock Exchange.
INTERNAL AUDITOR:
In accordance with the provisions of Section 138 of the Companies Act,
2013 and read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable
provisions if any 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 31,2023 was carried out and
Internal Audit report at periodic intervals as statutorily required were placed before the
Audit Committee.
COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the business
activities carried out by the Company.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder the Company has appointed M/s. KANJ & CO. LLP represented by
Dinesh Joshi, Designated Partner bearing CP No. 2246 as Secretarial Auditors for the
Company. The Secretarial Audit Report for the Financial Year ended 31st March,
2023 is enclosed and annexed as "Annexure-VI". There were no
qualifications, reservation or adverse remarks made in Secretarial Audit Report except as
below:
I. Few forms were filed by the Company with the Registrar of Companies,
Pune beyond the prescribed time specified in the Companies Act, 2013.
Reply by the Board of Directors:
Delay was caused due to the technical error of new version of Ministry
of Corporate Affairs (MCA) website and other relevant circumstances.
II. The Company has failed to notify the stock exchange within 2
trading days of becoming aware of trading by designated person/promoter /promoter
group/Director of the Company as specified in Regulation 7 (2)(a) of SEBI (Prohibition of
Insider Trading) Regulations, 2015. However, the Company made the delayed disclosures of
such trading on 22nd February, 2023 with the Stock Exchange.
Reply by the Board of Directors:
Immediately after aware of the trading by designated
person/Promoter/Promoter Group/Director of the Company and receipt of the intimation from
the designated person the necessary disclosures have been made of trading with the stock
exchange.
The Company has taken a note of the observations; as they are
self-explanatory & shall ensure to adhere & follow in toto in future as well.
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, the Company had formulated and adopted a Policy on Prevention of Sexual
Harassment at Workplace and has in place an Internal Complaints Committee for prevention
and redressal of complaints of sexual harassment of women at the workplace. The Company
has not received any complaint of sexual harassment during the year under review.
RISK MANAGEMENT POLICY:
Your Company has implemented mechanism to identify, assess, monitor and
mitigate various risks and has formulated a Risk Management Policy. The Audit Committee
and the Board of Directors are informed of the Risk assessment and minimization
procedures.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of the Companies Act, 2013, the brief outline
of the CSR Policy of your Company, composition of the Committee and report on initiatives
undertaken by your Company 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 (Corporate Social Responsibility Policy) Rules, 2014. Your Company has made
the contribution towards CSR activities, as per the Policy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee or security as
contemplated under Section 186 of the Companies Act, 2013 during the financial year.
The Company has made investment in Mutual Funds to the tune of Rs.
59,20,639/- during the financial year 2022-23.
RELATED PARTY TRANSACTIONS:
All related party transactions during the year were on arm's length
basis and not in conflict with the interest of the Company. The particulars of the said
transactions along with other contracts/arrangements are also briefed in the Notes to the
financial statement which sets out related party disclosures. A Statement containing
particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain
arms' length transactions in prescribed Form AOC-2 is enclosed and annexed as "Annexure-
VIII".
The Policy on materiality of related party transactions and dealing
with related party transactions 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, the resolution for seeking approval of the shareholders on material related party
transactions between the Company and Suratwwala Properties LLP (SPLLP"), being the
Related Party of the Company is being placed at the Annual General Meeting of the Company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and specified employees in the course of day to day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behavior in any form and the Board
has laid down certain directives to counter such acts. Such code of conduct has also been
placed on the Company's website. The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and the designated employees in
their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders. The Code gives guidance
through examples on the 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 with the Code. A declaration to this effect signed by the Managing
Director of the Company appears elsewhere in this annual report.
DEMATERIALIZATION OF SHARES:
The Company encourages its member to hold shares in electronic form and
the Company has established connectivity with depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited. 100% of the
Company's paid up Equity Share Capital is in dematerialized form as on March 31, 2023.
PARTICULARS OF EMPLOYEES AND REMUNERATION RATIO OF THE DIRECTORS / KEY
MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in 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 for
inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
The Company has no employees, who is in receipt of remuneration of Rs.
8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required
to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism Policy/Whistle Blower
Policy to deal with instances of fraud and mismanagement, if any which provides formal
mechanism to the directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. Staying true to our core values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in India, the Company is
committed to the high standards of Corporate Governance and Stakeholder Responsibility.
The said Policy ensures that strict confidentiality is maintained in respect of whistle
blowers whilst dealing with concerns and also specified that no discrimination will be
meted out to any person for a genuinely raised concern. The Policy on Vigil
Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz.
www.suratwwala.co.in
STATUTORY DISCLOSURES:
A statement containing salient features of the financial statement in
the prescribed format are annexed to this Report. The audited financial statements of the
said companies will be kept for inspection by any Member of the Company at its Registered
Office during business hours and as per the provisions of Section 136(1) of the Companies
Act, 2013, a copy of the same will be made available to any shareholder on request.
A Cash Flow Statement for the Financial Year 2022-23 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 be accessed on the Company's website at the web link www.suratwwala.co.in
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company, as not involved in any industrial or manufacturing
activities, the Company has no particulars to report regarding conservation of energy and
technology absorption as required 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 earnings, or the foreign exchange outgo towards Business promotion, Advertisement
expenses, Legal consultancy 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 by using energy efficient lighting, electric appliances and computers. There is
constant focus at all level in the organization to conserve the energy and use it
efficiently. This is also key to financial success, as energy is one of the important cost
element of conversion cost. Your Company has been implementing short-term and long-term
actions to improve the energy efficiency as its commitment towards minimizing the effects
of factors of climate change. It has grounded mechanism to excel in this area. Regular
review is conducted for evaluating the progress and effectiveness of various ongoing
initiatives to reduce 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 any efforts towards technology.
(ii) Benefits derived like product improvement, cost reduction, product
development or import substitution
Not applicable
(iii) In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year)
Not applicable
(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 reasons thereof; Not Applicable
(iv) Expenditure incurred on research & development.
Not applicable
C. FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign exchange earned in terms of actual inflows during the year and
the foreign exchange outgo during the year in terms of actual outflows.
(Amount in Rs.)
Particulars |
2022-23 |
2021-22 |
Foreign Exchange Earnings in terms of actual inflows |
- |
- |
Foreign Exchange Outgo in terms of actual outflows |
- |
- |
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has established a robust system of internal controls to
ensure that assets are safeguarded, and transactions are appropriately authorised,
recorded and reported. The framework within the Company ensures the orderly and efficient
conduct of business, which includes adherence to policies, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information.
The internal financial control framework is commensurate with the size
and operations of the Company's business. The controls have been documented, digitized and
embedded in the business process. Assurance on the effectiveness is obtained through
management reviews, controls self-assessment and periodic reporting of the inhouse team
that evaluates and provides assurance of its adequacy and effectiveness. The controls are
also tested by the internal and statutory auditors during their audits. The Statutory
Auditors of the Company have audited the financial statements included in this Annual
Report and issued their report on internal control over financial reporting (as defined
under section 143 of the Companies Act, 2013).
Internal Control evaluates adequacy of segregation of duties,
transparency in authorization of transactions, adequacy of records and documents,
accountability & safeguarding of assets and reliability of the management information
system.
The systems, SOPs and controls are reviewed and audited by Internal
Auditors, periodically for identification of control deficiencies and opportunities, whose
findings and recommendations are reviewed by the Audit Committee and tracked through till
implementation.
Management team has assessed the effectiveness of the Company's
internal control over financial reporting as at 31st March, 2023 and believe
that these systems provide reasonable assurance that our internal financial controls are
designed effectively and are operating as intended.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ('BRSR'):
The Securities and Exchange Board of India ('SEBI'), in May, 2021,
introduced new sustainability related reporting requirements to be reported in the
specific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is a
notable departure from the existing Business Responsibility Report ('BRR') and a
significant step towards giving platform to the companies to report the initiatives taken
by them in areas of environment, social and governance. Further, SEBI has mandated top
1,000 listed companies, based on market capitalization, to transition to BRSR from FY23
onwards. Your Company is committed to present it to the stakeholders as and when the same
shall be statutorily applicable.
GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in
respect of the following 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 or otherwise.
(ii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.
(iii) The Company does not have any scheme of provision of money for
the purchase of its 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 and bankruptcy code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year - There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy Code, 2016.
(v) The details of difference between amount of the valuation done at
the time of one- time settlement and the valuation done while taking loan from the banks
or financial institutions along with the reasons thereof - Not Applicable.
PREVENTION OF INSIDER TRADING:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the code of conduct for prevention of
insider trading and the code for corporate disclosures ("Code"), as approved by
the Board from time to time, are in force at the Company. The objective of this Code is to
protect the interest of shareholders at large, to prevent misuse of any price sensitive
information and to prevent any insider trading activity by dealing in shares of the
Company by its Directors, designated employees, connected persons and other employees. The
Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, designated employees, connected persons and other employees from trading in the
shares of the company at the time when there is unpublished price sensitive information.
The Policy is available on the website of the Company www.suratwwala.co.in
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY:
During the year under review there are no significant or material
orders passed by any Regulator, Court or Tribunal against the Company, which could impact
its going concern status or operations.
DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:
The MCA has issued General circular No.10/2022 dated December 28, 2022,
read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021
dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General
Circular No. 02/2021 dated January 13,2021, General Circular No. 28/2020 dated August
17,2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated
April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated
May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and Circular No.
SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated
January 05, 2023 in relation to 'Relaxation from compliance with certain provisions of the
Listing Regulations in view of the prevailing situation and owing to the difficulties
involved in dispatching of physical copies of the Annual Report and the Notice convening
the AGM.'
Members who wish to have physical copy may write to the Company
Secretary of the Company at cs@suratwwala.co.in or submit a written request to the
Registered Office of the Company. In accordance with the aforesaid circulars, the web link
of the Annual Report and the Notice convening the AGM of the Company is being sent in
electronic mode only to members whose e-mail address are registered with the Company or
the Depository Participant(s). Those members, whose email address are not registered with
the Company or with their respective Depository Participant(s) and who wish to receive the
Notice of the AGM and the Annual Reportfor the financial yearended March 31,2023, can get
their email address registered by following the steps as detailed in the Notice convening
the AGM
The Annual Report of the Company is available on the Company website
www.suratwwala.co.in
CAUTIONARY STATEMENT:
Statements in this Directors' Report and Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make difference to the Company's
operations include changes in the government regulations, developments in the
infrastructure segment, tax regimes and economic developments within India or abroad.
ACKNOWLEDGEMENT & APPRECIATION:
The Board sincerely thanks the Ministry of Corporate Affairs, BSE
Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India,
Reserve Bank of India, and various government agencies for their continued support,
cooperation and advice.
The Board expresses sincere thanks to all its consultants, bankers,
vendors, auditors, lawyers for their continued partnership and confidence in the Company.
The Board members also wish to place on record their appreciation for
the dedication and contribution made by the KMP's and look forward for their support in
future as well. We are committed to creating a positive and supportive work environment
that values and cares for our employees.
Further, the Board expresses its gratitude to you as Shareholders for
the confidence reposed 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 'Suratwalo Housing Private Limited) |
|
Sd/- |
Sd/- |
JATIN D. SURATWALA |
MANOJ D. SURATWALA |
MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
DIN:01980329 |
DIN:01980434 |
DATE: AUGUST 14, 2023 |
|
PLACE: PUNE |
|