Mar 31, 2025
The Directors are pleased to present the 78th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
|
(Rs. in lakhs) |
||
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from operations |
- |
381.17 |
|
Other income |
46.64 |
38.09 |
|
Total Income |
46.64 |
419.26 |
|
Depreciation and Amortisation Expense |
1.25 |
0.36 |
|
Profit / (Loss) before tax |
4.01 |
325.82 |
|
Tax Expenses |
(344.00) |
(31.39) |
|
Profit / (Loss) for the year |
(339.99) |
294.43 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
The Company did not have any operations and did not earn any revenue during the year. The net loss during the year was ?339.99 lakhs against a profit of ? 294.43 lakhs during the previous financial year. The Company''s real estate project in Hyderabad was completed in 2018. The Company presently does not have any ongoing project nor is any new project envisaged in the near future.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.
There was no change in the authorised and paid-up share capital of the Company during the financial year 2024-25.
KEY DEVELOPMENTS DURING THE YEAR
The Company has applied to BSE Ltd for obtaining no objection certificate for the scheme of Merger by Absorption of the Company, Roselabs Finance Limited and National Standard (India) Limited with Lodha Developers Limited (formerly known as Macrotech Developers Limited) (the holding company), pursuant to approval granted by the Board on July 30, 2024. Further details on the scheme are provided in the notes to the standalone financial statements.
Pursuant to Section 92(3) of the Companies Act, 2013 (the âActâ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2025 is available on the Company''s website at www.sanathnagar.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Ms Sanjyot Rangnekar, Mr Rameshchandra Chechani, Ms Ritika Bhalla and Mr Jinesh Shah are directors of the Company as on the date of this report.
Ms. Sanjyot Rangnekar, retires by rotation and being eligible offers herself for re-appointment. Necessary resolution for her re- appointment forms part of the accompanying notice of the AGM.
In terms of Section 203 of the Act, Mr. Martin Godard, Manager, Mr. Vikash Mundhra, Chief Financial Officer and Mr. Abhijeet Shinde, Company Secretary are the Key Managerial Personnel of the Company as on the date of this report.
Mr. Shashank Nagar ceased to be Company Secretary and Compliance Officer w.e.f. October 1, 2024. Mr. Abhijeet Shinde was appointed as Company Secretary and Compliance Officer w.e.f. October 17, 2024.
Declarations / confirmations by Independent Director
The Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16 of the Listing Regulations. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and that they have registered their names in the Independent Directors Databank.
The Board has an optimum combination of Executive and Non-Executive Directors including a woman director and conforms to the provisions of the Act and Listing Regulations. As on March 31, 2025, the Board comprised four Directors, out of which two are Non-Executive Non-Independent Directors and two are Non- Executive Independent Directors. There is one-woman Independent director on the Board. The composition of the Board of the Company as on March 31, 2025 was as under:
|
Sr. No. |
Name of Director(s) |
Category of Directorship |
|
1. |
Ms. Sanjyot Rangnekar |
Non-Independent, Non-Executive, Chairperson |
|
2. |
Mr. Jinesh Shah |
Independent, Non-Executive |
|
3. |
Ms. Ritika Bhalla |
Independent, Non-Executive |
|
4. |
Mr. Rameshchandra Chechani |
Non-Independent, Non- Executive |
The Board met five times during the financial year ended March 31, 2025; on April 18, 2024, July 17, 2024, July 30, 2024, October 17, 2024 and January 16, 2025. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards.
|
The details of Board Meetings held and attendance of the Directors is given hereunder: |
|||
|
Sr. No |
Name of the Director |
Number of Meetings which director was entitled to attend |
Number of Meetings attended |
|
1. |
Ms Sanjyot Rangnekar |
5 |
4 |
|
2. |
Mr. Jinesh Shah |
5 |
5 |
|
3. |
Ms. Ritika Bhalla |
5 |
5 |
|
4. |
Mr. Rameshchandra Chechani |
5 |
5 |
Independent Directors'' Meeting
During the financial year 2024-25, the Independent Directors met once i.e on March 24, 2025, without the presence of other Directors or the management. The Independent Directors, interalia, discussed and reviewed the performance of NonIndependent Directors, the Board as a whole and the Chairperson and assessed the quality, quantity and timeliness of flow of information between the management and the Board.
The Board has constituted three committees as on March 31, 2025.
As on March 31,2025, the Audit Committee comprised of Ms. Ritika Bhalla, Chairperson and Mr. Jinesh Shah both Independent Directors and Ms. Sanjyot Rangnekar Non-Executive and Non-Independent Director. All Members of the Committee have relevant experience in financial matters. Senior executives are invited to participate in the meetings of the Committee as and when necessary. The Manager and the Chief Financial Officer are invitees to the meetings and the Company Secretary acts as the Secretary to the Committee. The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Act and the Regulation 18 read with Part C of Schedule III to the Listing Regulations.
The Audit Committee met five times during the year; April 18, 2024, July 17, 2024, July 30, 2024, October 17, 2024 and January 16, 2025.
|
Name of the Members |
No of meetings entitled to attend |
No of meetings attended |
|
Ms. Sanjyot Rangnekar |
5 |
4 |
|
Mr Jinesh Shah |
5 |
5 |
|
Ms Ritika Bhalla |
5 |
5 |
Nomination & Remuneration Committee
As on March 31, 2025, the Nomination & Remuneration Committee comprised of Ms. Ritika Bhalla, Chairperson, Mr. Jinesh Shah, independent Directors and Ms. Sanjyot Rangnekar Non-Executive And Non-Independent Director. The terms of reference of the Committee are in line with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations.
The Committee met three times during the year; on April 18, 2024, July 17, 2024 and October 17, 2024.
|
Name of the Members |
No of meetings entitled to attend |
No of meetings attended |
|
Ms. Ritika Bhalla |
3 |
3 |
|
Ms. Sanjyot Rangnekar |
3 |
3 |
|
Mr. Jinesh Shah |
3 |
3 |
Stakeholders'' Relationship Committee
As on March 31, 2025, the Stakeholders'' Relationship Committee comprised Ms. Sanjyot Rangnekar, Chairperson, Mr. Jinesh Shah and Ms. Ritika Bhalla, both independent directors. The Committee met once during the year; on April 18, 2024.
|
Name of the Members |
No of meetings entitled to attend |
No of meetings attended |
|
Ms. Sanjyot Rangnekar |
1 |
1 |
|
Mr Jinesh Shah |
1 |
1 |
|
Ms Ritika Bhalla |
1 |
1 |
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company''s website at www.sanathnagar.in. Salient features of the Policy are reproduced in Annexure I to this Report.
Statutory Auditors
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company for a second term, at the AGM held on September 24, 2021, for a term of five consecutive years and hold office upto the conclusion of the AGM to be held in the financial year 2026.
The statutory auditor''s report for financial year 2024-25 does not contain any qualifications, reservations or adverse remarks and is enclosed with the financial statements with this Annual Report.
Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2024-25.
The Secretarial Audit Report for financial year 2024-25 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided in Annexure II to this Report.
Cost Auditor & Cost Audit Report
The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year 2024-25.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, guarantees or provided security or made investments to/in any other company during the financial year under review.
The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act during the financial year under review, were in the ordinary course of business and have been transacted at arm''s length basis. There are no transactions/contracts/ arrangements entered by the Company with related parties during the financial year, that are required to be reported in Form AOC-2.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Lodha Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. The Company did not have any subsidiary, joint venture or associate company during the year the review.
INTERNAL CONTROLS Risk Management
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditors. The Board / Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
Whistle Blower Policy and Vigil Mechanism
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Company''s website www.sanathnagar.in. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, do not apply as there are no employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no ongoing project, therefore the particulars as required under the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company.
During the financial year 2024-25, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form part of this Report.
Your Directors state that for the financial year ended March 31, 2025, no disclosure is required in respect of the following items and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Board''s report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefits Act, 1961 were not applicable to the Company.
4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2025 and the date of this report.
5. The Company has not accepted any deposits during the financial year.
6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.
8. There was no change in the nature of the business of the Company.
9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Hon''ble NCLT.
11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
12. The provisions of section 135 of the Act are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report forms a part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENTPursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof;
b. they have 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 as at March 31,2025 and of the profit and loss of the Company for the financial year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
Mar 31, 2024
The Directors are pleased to present the 77th Annual Report of the Company along with the audited financial statements for
the financial year ended March 31, 2024.
(f in lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from operations |
381.17 |
- |
|
Other income |
38.09 |
133.39 |
|
Total Income |
419.26 |
133.93 |
|
Finance Costs |
- |
- |
|
Depreciation and Amortisation Expense |
(0.36) |
(0.48) |
|
Profit / (Loss) before tax |
325.82 |
(30.57) |
|
Tax Expenses |
(31.39) |
- |
|
Profit (Loss) for the year |
294.43 |
(30.57) |
The Company earned revenue of Rs. 381.17 lakhs from operations during the financial year 2023-24. The net profit during the
year amounted to Rs. 294.43 lakhs against loss of Rs. 30.57 lakhs during the financial year 2022-23.
The Company''s real estate project in Hyderabad was completed in 2019. The Company presently does not have any ongoing
project nor is any new project envisaged in the near future.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to
reserves during the year.
There was no change in the authorised and paid-up share capital of the Company during the financial year 2023-24.
ANNUAL RETURN
Pursuant to Section 92(3) of the âCompanies Act, 2013â (the âActâ) and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2024 is available on the
Company''s website at www.sanathnagar.in.
Mr. Govind Jaju was appointed as Non-Executive Director of the Company by the Board based on the recommendation of the
Nomination and Remuneration Committee (NRC) w.e.f July 12, 2023 and the same was approved by the shareholders at the
76th Annual General Meeting (AGM) of the Company held on August 17, 2023.
Mr. Rameshchandra Chechani was appointed as Non-Executive Director of the Company by the Board based on the
recommendation of the NRC w.e.f January 16, 2024. Necessary resolution for his appointment forms part of the accompanying
notice of the AGM.
Mr. Manesh Jhunjhunwala and Mr. Govind Jaju ceased to be Directorsof the Company w.e.f July 12, 2023 and December
8, 2023 respectively. The Board places on record its appreciation for the services rendered by them during their tenure as
director.
Ms. Sanjyot Rangnekar, retires by rotation and being eligible offers herself for re-appointment. Necessary resolution for herre-
appointment is included in the accompanying notice of the AGM.
1. The Company has received declarations from all Independent Directors of the Company confirming that they continue
to meet the criteria of independence, as prescribed u/s 149 of the Act and the Listing Regulations and that they are not
aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties.
2. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.
3. None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could
potentially conflict with the interests of the Company at large.
Mr. Hitesh Marthak ceased to be Company Secretary and Compliance Officer with effect from the closure of business hours
on July 12, 2023 and Mr. Shashank Nagar (ACS A50668) was appointed as Company Secretary and Compliance Officer w.e.f
July 13, 2023.
Mr. Kiran Kokare ceased to be Chief Financial Officer of the Company with effect the close of business hours on October
23, 2023 and based on the recommendation of the NRC and Audit Committee, Mr. Vikash Mundhra was appointed as Chief
Financial Officer of the Company with effect from October 24, 2023.
The Board places on record its appreciation for the services rendered by Mr. Marthak & Mr. Kiran Kokare during their respective
tenures.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:
Mr. Martin Godard, Manager
Mr. Vikash Mundhra, Chief Financial Officer
Mr. Shashank Nagar, Company Secretary
The Board has an optimum combination of Executive and Non-Executive Directors including a woman director and conforms
to the provisions of the Act and Listing Regulations. As on March 31, 2024, the Board comprised four Directors, out of which
two are Non-Executive Non-Independent Directors and two are Non- Executive Independent Directors. There is one-woman
independent director on the Board. The composition of the Board of the Company as on March 31, 2024 was as under:
|
Sr. No. |
Name of Director(s) |
Category of Directorship |
|
1. |
Ms Sanjyot Rangnekar |
Non-Independent, Non-Executive, Chairperson |
|
2. |
Mr. Jinesh Shah |
Independent, Non-Executive |
|
3. |
Ms. Ritika Bhalla |
Independent, Non-Executive |
|
4. |
Mr. Rameshchandra Chechani1 |
Non-Independent, Non- Executive |
1. Appointed w.e.f. 16/01/2024
Meetings of the Board
The Board met four times during the financial year ended March 31, 2024; on April 12, 2023, July 12, 2023, October 11, 2023
and January 16, 2024. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial
Standards.
The details of Board Meetings held and attendance of the Directors is given hereunder:
|
Sr. No |
Name of the Director |
Number of Meetings which director |
Number of Meetings attended |
|
1. |
Ms Sanjyot Rangnekar |
4 |
4 |
|
2. |
Mr. Govind Jaju 1 |
2 |
2 |
|
3. |
Mr. Jinesh Shah |
4 |
4 |
|
4. |
Ms. Ritika Bhalla |
4 |
4 |
|
5. |
Mr. Rameshchandra Chechani2 |
1 |
1 |
|
6. |
Mr. Manesh Jhunjhunwala3 |
2 |
1 |
1. Appointed w.e.f. 12/07/2023 and resigned w.e.f. 08/12/2023.
2. Appointed w.e.f. 16/01/2024
3. Resigned w.e.f 12/07/2023
In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent
Directors of the Company met without the presence of the Executive Directors and other Non- Executive Director or any other
Management Personnel. These Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters
pertaining to review of performance of Executive and Non-Independent Directors and the Board of Directors as a whole,
assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to perform their duties effectively. During the year ended March 31, 2024, the Independent Directors
met once on March 29, 2024.
The Board has constituted three committees as on March 31, 2024.
As on March 31,2024, the Audit Committee comprised Ms. Ritika Bhalla, Chairperson and Mr. Jinesh Shah both Independent
Directors and Ms. Sanjyot Rangnekar Non-Executive And Non-Independent Director. All Members of the Committee have
relevant experience in financial matters. Senior executives are invited to participate in the meetings of the Committee as and
when necessary. The Manager and the Chief Financial Officer are invitees to the meetings and the Company Secretary acts
as the Secretary to the Committee. The terms of reference of the Audit Committee are in line with the provisions of Section
177 of the Act and the Regulation 18 read with Part C of Schedule III to the Listing Regulations.
The Audit Committee met four times during the year; on April 12, 2023, July 12, 2023, October 11, 2023 and January 16, 2024
|
No of meetings entitled to attend |
No of meetings attended |
|
|
Ms. Sanjyot Rangnekar |
4 |
4 |
|
Mr Jinesh Shah |
4 |
4 |
|
Ms Ritika Bhalla |
4 |
4 |
As on March 31, 2024, the Nomination & Remuneration Committee comprised of Ms. Ritika Bhalla, Chairperson, Mr. Jinesh
Shah, independent Directors and Ms. Sanjyot Rangnekar Non-Executive And Non-Independent Director. The terms of
reference of the Committee are in line with the provisions of Section 178 of the Act and Regulation 19 read with Part D of
Schedule II to the Listing Regulations.
The Committee met four times during the year; on April 12, 2023, July 12, 2023, October 11, 2023 and January 16, 2024.
|
No of meetings entitled to attend |
No of meetings attended |
|
|
Ms. Ritika Bhalla |
4 |
4 |
|
Ms. Sanjyot Rangnekar |
4 |
4 |
|
Mr. Jinesh Shah |
4 |
4 |
As on March 31, 2024, the Stakeholders'' Relationship Committee comprised Ms. Sanjyot Rangnekar, Chairperson and Mr.
Jinesh Shah and Ms. Ritika Bhalla, both independent directors. The Committee met once during the year; on April 12, 2023.
|
No of meetings entitled to attend |
No of meetings attended |
|
|
Ms. Sanjyot Rangnekar |
1 |
1 |
|
Mr Jinesh Shah |
1 |
1 |
|
Ms Ritika Bhalla |
1 |
1 |
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to
the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all
the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information
and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee
members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings.
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing
Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and
independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of
Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination
and Remuneration Policy which is available on the Company''s website at www.sanathnagar.in. Salient features of the Policy
are reproduced in Annexure II to this Report.
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company for a second term, at
the AGM held on September 24, 2021, for a term of five consecutive years and hold office upto the conclusion of the AGM to
be held in the financial year 2026.
The statutory auditor''s report for financial year 2023-24 does not contain any qualifications, reservations or adverse remarks
and is enclosed with the financial statements with this Annual Report.
Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, Shravan A. Gupta & Associates,
Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2023-24.
The Secretarial Audit Report for financial year 2023-24 does not contain any qualifications, reservations or adverse remarks.
The Secretarial Audit Report is provided in Annexure III to this Report.
The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial
year 2023-24.
The Company has not given any loans, guarantees or provided security or made investments to/in any other company during
the financial year under review.
The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act entered by the
Company with related parties as defined under the provisions of Section 2(76) of the Act during the financial year under review,
were in the ordinary course of business and have been transacted at arm''s length basis.
Further there are no transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the
provisions of Section 2(76) of the Act during the financial year, that are required to be reported in Form AOC-2.
The Company is a subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and
Farms Private Limited. The Company does not have any subsidiary, joint ventures or associate company during the year the
review.
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these
risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment,
Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of
operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditors. The Board /
Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment. These systems provide
a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding
of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring
compliance with corporate policies.
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of
the Listing Regulations. This Policy establishes a vigil mechanism for Directors, employees and other stakeholders to report
genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.
The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and
makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil
Mechanism / Whistle Blower Policy is posted on the Company''s website www.sanathnagar.in. During the year, the Company
did not receive any complaint/ concern under Vigil Mechanism.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw
any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The
provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, do not apply as there are no employees.
The Company has no ongoing project, however the particulars as required under the provisions of Section 134(3) (m) of
the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology
absorption are not applicable to the Company.
During the financial year 2023-24, the Company neither earned any foreign exchange in terms of actual inflows nor is there
any foreign exchange outgo in terms of actual outflows.
As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing
Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form
part of this Report.
Your Directors state that for the financial year ended March 31, 2024, no disclosure is required in respect of the following items
and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Board''s report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is not applicable to the Company.
4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024
and the date of this report.
5. The Company has not accepted any deposits during the financial year.
6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status
and Company''s operations in future.
8. There was no change in the nature of the business of the Company.
9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Hon''ble NCLT.
11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of
India during the financial year 2023-24.
12. The provisions of section 135 of the Act are not applicable to the Company.
The Management Discussion and Analysis report forms a part of this Annual Report.
a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards
read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures
thereof;
b. they have 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 as at March 31,2024 and
of the profit and loss of the Company for the FY ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
Place: Mumbai Chairperson Director
DIN: 07128992 DIN: 05179363
Mar 31, 2014
Dear Shareholders,
The directors have a pleasure in presenting the Annual Report along
with the audited accounts of the Company for the financial year ended
31st March 2014.
FINANCIAL RESULTS
Particulars For the financial year For the financial year
ended 31st March, 2014 ended 31st March, 2013
(Rs. in lacs) (Rs. in lacs)
Total Income 5,178.59 9,072.82
Less : Total Expenses 5,540.59 6,195.38
Profit before tax (362.00) 2,877.44
Tax expenses including
Deferred tax &
adjustments for 559.76 (941.95)
earlier years
Profit for the year 197.76 1,935.49
FINANCIAL OVERVIEW
Your Company recorded total income of Rs. 5,178.59 Lacs in FY''14 as
compared to Rs. 9,072.82 Lacs in FY''13, a decrease of 42.92%. The
reasons for the decrease were primarily due to revenue recognized in
earlier period. The total expenditure also decreased from Rs. 6,195.38
Lacs to Rs. 5,540.59 Lacs. The Profit for the FY''14 stood at Rs. 197.76
Lacs as compared to Profit of Rs. 1,935.49 Lacs in the FY''13.
DIVIDEND
With a view to conserve the resources, your Directors have not
recommended any dividend for the year under review. MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is attached as Annexure - 1 to this
report.
DIRECTORS
In terms of Articles of Association, Mr. Pankajkumar Jain retires by
rotation, but does not seek re-appointment at the ensuing Annual
General Meeting on account of his pre occupations.
On 8th August, 2014, Ms. Purnima Pavle was appointed as an as
Additional Director and Chief Financial Officer of the Company.
The Company has received notice for appointment of Ms. Purnima Pavle as
director of the Company and accordingly, the resolution seeking
approval of the shareholders for her appointment have been incorporated
in the Notice of the forthcoming Annual General Meeting.
AUDIT COMMITTEE
The Audit Committee ("the Committee") of the Board comprises of
three Directors, namely Mr. Sagar Gawde, Mr. Deependra Gupta and Ms.
Purnima Pavle. The constitution of the Committee underwent a change on
08-Aug-2014, wherein, Ms. Purnima Pavle was admitted as a member of the
Committee and Mr. Pankajkumar Jain ceased to be a member.
The role and functions of the Audit Committee are in conformity with
the requirements of the equity listing agreement.
AUDITORS AND THEIR REPORT
M/s. Lodha & Co., Chartered Accountants & Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and the Company has received letter from the Statutory Auditors
expressing their inability to continue as Auditors of the Company. The
Company has received notice from a member proposing M/s. Shankar and
Kapani as the Statutory Auditors of the Company. The board has also
received a letter from M/s. Shankar and Kapani, Chartered Accountants
giving their consent for being appointed as Statutory Auditors of the
Company and confirming their eligibility under section 141 of the Act.
A proposal seeking their appointment has been incorporated in the
Notice of the Annual General Meeting.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits was outstanding,
on the Balance sheet date.
LISTING FEE
Listing fees payment is under dispute. The Company is taking necessary
steps to resolve the issue.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report. Certificate confirming compliance of the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report as Annexure - 2.
SECRETARIAL COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rules, 2001, is annexed herewith as Annexure - 3 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure -4
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
there were no employees whose particulars are required to be furnished.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
I. In the preparation of the accounts for the financial year ended 31st
March, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and that there are no material departures from the same;
II. The Directors have 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 as at 31st March, 2014 and of the profit of the Company
for the year ended on that date;
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. The Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a "going concern" basis.
V. The Directors had laid down internal financial control to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
VI. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record its gratitude for the
faith reposed and the co-operation extended by banks, government
authorities, customers and shareholders of the Company and looks
forward to continued support and co-operation from them.
For and on behalf of the Board of Directors
Place: Mumbai Deependra Gupta Purnima Pavle
Date: 08-Aug-2014 Director Director
Mar 31, 2013
Dear shareholders,
The Directors are pleased to present the Sixty Sixth Annual Report and
Audited Accounts of the Company for the year ended March 31,2013. -
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2013 are summarized as under:
(Rupees in Lakhs)
For the
year ended For the
year ended
31-March-13 31-March-2012
Income 8,978.13 7,191.57
Less: Expenditure 6,100.67 3,418.23
Profit Before Tax 2,877.46 3,773.34
Less: Tax 941.96 1,635.10
Profit After Tax 1,935.501 2,138.24
RNANCtAL OVERVIEW
During the year under review, Company''s total income has increased from
Rs. 7191.57 Lacs in the financial year 2011-12 to Rs. 8978.13 Lacs in
the Rnancial Year 2012-13. Correspondingly, there has been increase in
Company''s total expenditure from Rs. 3418.23 lacs for the financial
year 2011-12 to Rs. 6100.67 lacs for the financial year 2012-13. As a
result of which, the Company made Net Profit after tax adjustments of
Rs. 1935.50 Lacs in the financial year under review as compared to Net
Profit of Rs. 2138.24 lacs in the previous financial year.
BUgtNeSSOVEfflflEW
- Trie Company undertook a large mid-Income residential development in
the form of Casa Paradiso at Sanathnagar, Hyderabad. The saleable area
of the project is approximately 1.2 million square feet and it
comprises of 2 BHK and 3 BHK air-conditioned apartments. The target
profile of this project is the middle/upper middle income segment of
the market.
DIVIDEND
With a view to conserve the resources, your Directors have not
recommended any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed as Annexure -1 tothis report.
CHANGE OF REGiSTERED OFFICE
During the Financial year, the Company has changed its registered
office address from the State of Andhra Pradesh to the State of
Maharashfra after obtaining requisite approvals from the office of the
Regional Director, Hyderabad. The Registered office of the Company as
of date is situated at 216, Shah & Nahar Industrial Estate, Dr. E.
Moses Road, Worli, Mumbai - 400 018.
OIBECTQRS
In terms of Articles of Association, Mr. Deependra Gupta retires by
rotation and being eligible, offers himself for re-appointment at the
ensuing Annual General Meeting.
During the year under review, Mr. Sanjay Ambre, Mr. Somanathan
Koranchirath, Mr. Manish Joshi and Mr. Surendra Shah ceased to be
directors of the Company.
Mr. Pankajkumar Jain and Mr. Babustngh Rajguru were appointed as
Additional Directors of the Company during the year under review.
The Company has received notices for appointment of Mr. Pankajkumar
Jain and Mr. Babusingh Rajguru as directors of the Company and
accordingly, the resolution seeking approval of the shareholders for
their appointment has been incorporated in the Notice of the ensuing
Annual General Meeting.
AUDIT COMMITTEE
The Audit Committee of the Board comprises of three Directors, namely
Mr. Deependra Gupta, Mr. Sagar Gawde and Mr. Pankajkumar Jain. W.
Deependra Gupta is the Chairman of the Audit Committee.
The role and functions of the Audit Committee are in conformity with
the requirements of the equity listing agreement.
AUDITORS AND THEIR REPORT
M/s. Lodha & Company, Chartered Accountants & Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. The Company has received
letter from the Statutory Auditors about their willingness to be
reappointed as Statutory Auditors of the Company at the ensuing Annual
General Meeting and that they are not disqualified for reappointment
within the meaning of Section 226 of the said Act.
A proposal seeking their reappointment has been incorporated in the
Notice of the Annual General Meeting.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits was outstanding
on the Balance sheet date.
LISTING FEE
Listing fees payment is under dispute.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report. Certificate confirming compliance of the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report as Annexure - 2.
SECRETARIAL COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rules, 2001, is annexed as an Annexure - 3 to this report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure -4
PARTICULARS OF EMPLOYEES
In terms of the provisions Of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
there were no employees whose particulars are required to be furnished.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
I. In the preparation of the accounts for the financial year ended
31st March, 2013, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and that there are no material departures from the same;
II. The Directors have 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 as at 31st March, 2013 and of the profit of the Company
for the year ended on that date;
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. The Directors have prepared the accounts for the financial year
ended 31st March, 2013 on a "going concern" basis.
ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record its gratitude for the
faith reposed and the co-operation extended by banks, government
authorities, customers and shareholders of the Company and looks
forward to continued support and co-operation from them.
For and on behalf of the
Board of Directors
Place: Mumbai Deependra
Gupta Pankajkumar
Jain Deepak Chitnis
Date: 10-May-2013 Director Director Manager
Mar 31, 2012
The Directors are pleased to present the Sixty Fifth Annual Report and
Audited Accounts of the Company for the year ended March 31,2012.
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March
31,2012 is summarized as under
(Amounting)
Pafioufais
Far the
year ended For the
year ended
31March-12 31 March-11
Income 719,157,281 -
Less: Expenditure 341,823,678 33.958,117
PraSt! (Loss) Before Tax 377,333,603 (33,958,117)
Less: Tax (163,509,704) 284,769,325
Proa After Tax 213,823,899 250,811,208
BUSMESS OVERVIEW & OPERATIONS
The Company has launched Casa Paradiso project, being residential
project in October, 2010. There are no employee as at the end of year
DIVIDEND
Your Directors have not recommended any dividend for the year under
review.
DIRECTORS
In terms of Articles of Association, Mr. Bhaskar Kamat and Mr. Sagar
Gawde retire by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended 31st
March, 2012, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and that there are no material departures from the same;
II. the Directors have 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 as at 31st March, 2012 and of the profit of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a Ãgoing concernà basis. STATUTORY
AUDITORS
M/s Lodha & Company, Statutory Auditors of the Company retire at the
ensuing Annual General Meeting and have expressed their willingness to
continue, if so appointed. As required under the provisions of Section
224(1 B) of the Companies Act, 1956, the Company has obtained written
confirmation from M/s Lodha & Company, the Auditors proposed to be
re-appointed to the effect that their reappointment, if made would be
in conformity with the limits specified in the said section.
A proposal seeking their re-appointment is provided as part of the
Notice of the Annual General Meeting.
As regards Auditors' observations, they are self-explanatory and do
not call for any further comments.
LISTING FEE PAYMENT
Listing fees payment is under dispute.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975
there were no employees whose particulars are required to be furnished.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure -1
COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rules, 2001, is attached herewith as an Annexure - 2 to this report.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report. Certificate confirming compliance of the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report as Annexure - 3.
ACKNOWLEDGEMENTS
The Board also records its appreciation for the support and cooperation
received from various stakeholders, during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Surendra Shah
Date : 28th May,2012 Chairman
Mar 31, 2011
TO THE MEMBERS,
The Directors present the Sixty Fourth Annual Report and the Audited
Accounts of the Company for the year ended 31st March, 2011.
FINANCIAL RESULTS
Particulars For the year ended For the 9 months
31.03.2011 period ended
31.03.2010
Profit before Depreciation - -
Depreciation 92,44,854 1,83,750
Net loss for the year/
Period before Exceptional
Items and Taxation (3,39,58,117) (50,89,623)
Exceptional Items - (2,77,07,138)
Net loss before Tax (3,39,58,117) (3,27,96,761)
Provision for Deferred
Tax Asset 28,47,69,325 -
Net Profit after tax 25,08,11,208 (3,27,96,761)
Less: Balance of loss
brought from the previous
period (105,94,36,852) (102,66,40,091)
Balance of Loss Carried
to Balance Sheet (0,86,25,644) (105,94,36,852)
BUSINESS OVERVIEW & OPERATIONS
The Company has launched Casa Pardiso project, being residential
project in October, 2010. The Company does not have any employee as on
31st March, 2011.
DIVIDEND
The Board does not recommend any dividend for the year under review.
DIRECTORS.
In terms of Articles of Association, Shri Sanjay Ambre and Shri
Somnathan Koranchirath retire by rotation and being eligible, offer
themselves for re-appointment at the ensuing Annual General Meeting.
Brief resume of the Directors proposed to be appointed / reappointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges in India are provided in the Report
on Corporate Governance forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended
31st March, 2011, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and that there are no material departures from the same;
II. the Directors have 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 as at 31 st March, 2011 and of the profit of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2011 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s Lodha & Company, statutory auditors of the company, retire at the
ensuing Annual General Meeting and have expressed their willingness to
continue, if so appointed. As required under the provisions of Section
224(1 B) of the Companies Act, 1956, the Company has obtained written
confirmation from M/s Lodha & Company, the auditors proposed to be
re-appointed to the effect that their re-appointment, if made, would be
in conformity with the limits specified in the said section.
A proposal seeking their re-appointment is provided as part of the
Notice of the Annual General Meeting.
As regards Auditors' observations, they are self explanatory and do not
call for any further comments.
LISTING FEE PAYMENT
Listing fees payment is under dispute.
PARTICULARS OF EMPLOYEES
The Company does not have any employees whose particulars are required
to be given in terms of the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure -1
COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rule, 2001, is attached herewith as an Annexure - 2 to this report.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report. Certificate confirming compliance of the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report as Annexure - 3.
ACKNOWLEDGEMENTS
The Board also records its appreciation for the support and cooperation
received from various stakeholders, during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Surendra Shah
Date : 5th September 2011 Chairman
Mar 31, 2010
The Directors present the Sixty Third Annual Report and the Audited
Statement of Accounts of the Company for the period ended 31st March,
2010.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars For the For the year
9 months ended
period ended 30.06.2009
31.03.2010
Profit before Depreciation (4,905,872) (62,020,369)
Depreciation 183,750 19,206,330
Profit / (loss) before
Exceptional Items and Taxation (5,089,622) (81,226,698)
Exceptional Items (27,707,138) 15,858,668
Provision for Fringe Benefit Tax - 294,975
Profit / (Loss) after Exceptional
Items and Taxation (32,796,760) (65,663,005)
Balance of loss brought forward
from previous year (1,026,640,091) (1,088,761,086)
Less: Adjustment on account
of de - merger - 102,233,000
Less: Loss relating to
resulting companies - 25,551,000
from 01-12-2007 to 30-06-2008
Balance of (Loss) Carried to
Balance Sheet (1,059,436,851) (1,026,640,091)
HOLDING COMPANY
Pursuant to the BIFR/ AAIFR Scheme/ Order in the matter of the Company,
Siddhnath Residential Paradise Private Limited ("SRPPL") (Formerly
known as Paraswanath Residential Paradise Private Limited), co-promoter
of the Company and new management, has, on 25th May, 2010 acquired
majority stake in the Company.
Accordingly, the Company has become a subsidiary of SRPPL. Further,
since SRPPL is wholly owned subsidiary of Lodha Developers Limited, the
Company has also become a subsidiary of Lodha Developers Limited
pursuant to Section 4 of the Companies Act, 1956.
OPERATION
Pursuant to the BIFR/AAIFR Scheme/Order, the Company has ventured into
real estate activity on its land at Sanathnagar, Hyderabad and started
developing Sanathnagar land after getting all assets lying at
Sanathnagar dismantled/sold/discarded and consequently, land owned by
the Company has been transferred to current assets from fixed assets at
book value, Further, a sum of Rs. 87,18,617 has been incurred towards
development of the said land during the period, which has been added to
the cost of the land.
MANAGEMENT DISCUSSION AND ANALYSIS; BUSINESS OUTLOOK AND SEGMENT WISE
PERFORMANCE
The Companys future business will be in Real Estate sector. Real
Estate sector seems to be encouraging. However, the future performance
of the Company will depend on the building industry, market for
residential and commercial properties, cost of construction, none of
which can be predicted with any reasonable accuracy at this stage.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has set up Internal Audit System and taken adequate steps
to strengthen internal control system to make it commensurate with the
size and nature of its business.
DELISTING
The trading in the shares of the Company has remained suspended. The
promoters, therefore, initiated the steps for delisting pursuant to the
SEBI (Delisting of Equity Shares) Regulations, 2009 and pursuant to
consent accorded by the members of the Company through postal ballot,
to provide liquidity and exit opportunity to the public shareholders.
Necessary application in this regard is made to Bombay Stock Exchange
Limited (BSE") and pending at BSE end. Further, the Company has in
earlier year made necessary application to the Delhi Stock Exchange
Limited for delisting.
SHIFTING OF THE REGISTERED OFFICE
On 10th May, 2010, the Company registered office was shifted to Lodha
Bellezza, East Block, Eden Square, Off Kukatpally Housing Board Road
(KPHB), Hyderabad, Andhra Pradesh-500072.
DIVIDEND
In view of losses, your Directors have not recommended any dividend for
the year under review.
DIRECTORS
Shri Anurag Singhvi resigned as a director of the Company w.e.f. 26th
December, 2009. Dr. A. L. Ananthanarayanan and Shri SPS Shinh vacated
office w.e.f. 31st December, 2009 since they were not seeking their
reappointment at the last Annual General Meeting of the Company held on
31st December, 2009. Shri NPS Shinh resigned as the Managing Director
of the Company w.e.f. 30th April, 2010 and as a director of the Company
w.e.f. 10th May, 2010. Shri Bharath Chandra and Dr. Usha Sunderajan
resigned as directors of the Company w.e.f 22nd April, 2010 and 10th
May, 2010, respectively. Your Directors record their deep appreciation
for the valuable contribution made by them to the Company during their
tenure as Directors of the Company.
Pursuant to the provisions of Section 260 of the .Companies Act, 1956
and the Articles of Association of the Company, Shri Surendra Shah and
Shri Bhaskar Kamat were appointed as Additional Directors on the Board
with effect from 10th May, 2010. They shall hold office upto the date
of the ensuing Annual General Meeting, unless appointed at the ensuing
Annual General Meeting. The Company has received a notice in writing
from a member proposing the candidatures of Shri Surendra Shah and Shri
Bhaskar Kamat for the offices of Director, liable to retire by
rotation. In terms of the Articles of Association, Shri Deependra Ramji
Gupta retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
Brief Resume of the Directors proposed to be appointed / reappointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement are provided in the Report on Corporate Governance forming
part of the Annual Report.
COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rule, 2001, is attached herewith as an Annexure -1 to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended
31st March, 2010, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and that there are no material departures from the same;
II. the Directors have 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 as at 31st March, 2010 and of the loss of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2010 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s Lodha & Company, statutory auditors of the company, retire at the
ensuing Annual General Meeting and have expressed their willingness to
continue, if so appointed. As required under the provisions of Section
224(1 B) of the Companies Act, 1956, the Company has obtained written
confirmation from M/s Lodha & Company, the auditors proposed to be
re-appointed to the effect that their re-appointment, if made, would be
in conformity with the limits specified in the said section.
A proposal seeking their re-appointment is provided as part of the
Notice of the Annual General Meeting.
As regards Auditors observations, they are self explanatory and do not
call for any further comments.
PARTICULARS OF EMPLOYEE
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors Report. Having regard to the
provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all the members of
the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company at its registered
office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure - 2.
LISTING FEES
The Company has made necessary payment towards listing fees.
GROUP ENTITIES
Siddhnath Residential Paradise Private Limited (Formerly known as
Paraswanath Residential Paradise Private Limited), Lodha Developers
Limited and its subsidiaries are forming a part of group for the
Company.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. Certificate
confirming compliance of the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49, is annexed to this Report as
Annexure - 3.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and cooperation
received from various stakeholders, during the period under review.
On behalf of the Board of Directors
Place: Mumbai Bhaskar Kamat Surendra Shah
Date : 12.10.2010 Director Director
Jun 30, 2009
The Directors present the SIXTY SECOND Annual Report together with the
Audited Statement of Accounts of the company for the financial year
ended 30th June 2009. During this period the demerger of the various
businesses of the company has been completed. The demerger was
implemented in accordance with the rehabilitation scheme sanctioned by
Honble BIFR (Order vide dt. August 22, 2005), with December 1, 2007 as
appointed date, and April 13,2009 as the effective date for the
demerger. Consequently all the transactions from the appointed date
were on behalf of the resulting companies as follows:
a) Panel Board & Laminates Limited - Particle Board business including
the Balarshah factory.
b) Bakelite Resins & Foams Limited - Foams and Resins business
including the Nacharam factory and various assets/liabilities de-merged
into the company as per the scheme of arrangement.
In view of the demerger, the only operating business in the company was
surface textures, which was divested on March 31, 2009. There are no
industrial operations in the company after 1.4.2009. The lamination
production had already been suspended in 2007, in order to vacate the
Sanathnagar factory in accordance with the directions of Honble
Supreme Court of India as conveyed through Government of Andhra
Pradesh. The company is no longer an Industrial Company since April 1
2009.
The residual company now has only the Sanathnagar owned land and
liabilities relating to the funds taken from the promoters and their
associates for meeting the liabilities of the company. To the extent
that the assets are not taken over and included in the transaction
consideration, the residual assets are being held in the resulting
company (Bakelite Resins & Foams Limited).
To enable the value thereof to be retained in favour of the common
shareholders.
FINANCIAL RESULTS:
The financial results of the Current Year reflecting the Surface
Texture Business and transactions other than those on behalf of the
Resulting Companies are as under:
FINANCIAL RESULTS: (Rs. Crs)
Period ended Year ended
June 30, 2009 June 30, 2008
Gross Sales 5.00 36.84
Net Sales 4.46 33.15
Other Income 0.25 1.83
Interest 0.01 (9.80)
Cash Profit/(Loss) (10.09) (29.44)
Depreciation (1.92) (5.35)
Exceptional Items 5.46 (8.08)
Net Profit/(Loss) (6.55) (42.87)
DEMERGER & SHARES ISSUANCE:
The shareholders of the company have been issued new shares of the
Post- demerger Resulting companies in accordance with the ratio as lay
down in the BIFR Order dt. 22.08.2005 as follows, (for every 10 shares
of Bakelite Hylam Limited)
S.No. Company Details New Shares
1. Bakelite Resins
& Foams Ltd Resulting Company No.1 2
2. Panel Boards
& Laminates Ltd Resulting Company No.2 5
3. Sanathnagar
Enterprises Ltd Residual Company 3
Shareholders have been requested to return the old shares of the
company and obtain fresh shares and the same are being dispatched
against return of old shares. The new shares carry equal rights as the
existing rights and are all with face value of Rs.10 per share (fully
paid up).
DELISTING:
The trading in the shares of the company has remained suspended since
2001. Despite all efforts made by the management and ensuring the
required compliances/ payment of the listing charges, the shares have
remained in the suspended list. The promoters therefore decided to
initiate the steps for delisting to provide liquidity to the
shareholders not interested in holding the shares any further, through
offer to purchase the shares, as specified under the SEBI regulations
for delisting of shares. A postal ballot has been conducted and the
results of the same confirm the approval of the shareholders to the
delisting as proposed, with 99.97% of those voting have voted in favour
of the de-listing. Further steps are being taken as per the SEBI
guidelines for de-listing.
MANAGEMENT DISCUSSION AND ANALYSIS; BUSINESS OUTLOOK AND SEGMENT WISE
PERFORMANCE
As there are no industrial operations / other businesses in the
company, and the promoters will in due course develop the Sanathnagar
land, the future performance of the company will depend on the status
of the building industry, market for residential and commercial
properties, cost of construction, settlement of liabilities with due
interest, etc., none of which can be predicted with any reasonable
accuracy at this stage.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In view of the assets / liabilities have been demerged out of the
company, and all liabilities / claims / contingency having been taken
over by resulting companies. This item is no longer applicable.
ASSETS SALE
It was reported that last year that some progress in sale of Jeedimetla
land and other assets had been made. During the current financial year
the entire Jeedimetla land along with buildings has been disposed and
the amount realized except for some amounts for which the buyers had
requested for additional time, and given post dated cheques extending
till Dec 312009. These have been assigned to Bakelite Resins & Foams
Ltd., a group company as partial consideration for VRS Liability taken
over by the said company. All IPRs /claims/contingent & other
liabilities/assets have been transferred to Bakelite Resins & Foams
Ltd. for consideration, to ensure that the shareholders value is
maintained, albeit in the resulting company and to ensure that the
residual company is without any assets/liabilities except those
relating to the Sanathnagar owned lands which have been included in the
transaction consideration. The surface texture machinery as well as its
assets & liabilities(other than land & buildings) have been acquired by
Bakelite Coatings &
Paints Pvt Ltd., a company owned and controlled by the promoters, for
consideration based on valuation by Authorised valuers and as approved
by the BoD as fair and reasonable consideration.
PERSONNEL
All the workmen of the laminates division (Sanathnagar) have been
settled by VRS in accordance with the scheme as approved vide Honble
AAIFR Order (SS- 05) dt. 10/4/2007. The company had introduced pension
based VRS scheme during 1999-2001 under which about 540 workmen had
taken retirement. Substantial portion of the former workmen have been
paid their dues in full and final settlement (OTS) and the remaining
personnel are being paid the monthly pensions as well as installments
of past arrears as per the SS-05. The payments are from the resultant
company (Bakelite Resins & Foams Ltd) under the above mentioned
assignment of the future liability on this account.
CAUTIONARY NOTE
The statements forming part of the Directors report may contain
certain forward-looking statements within the meaning of applicable
securities laws and regulations. Many factors could cause the actual
results, performance or achievements of the company to be materially
different from any future results, performance or achievements that may
be expressed or implied by such forward looking statements.
DIRECTORS
In accordance with the provisions of Section 256 of the Companies Act
1956, Sh S P S Shinh and Dr A L Ananthanarayanan, Directors, retire by
rotation and are not offering themselves for re-appointment.
la the last AGM, the members had approved the appointment of Sh M P
Lodha, Sh Abhisheck Lodha, Sh Abhinandan Lodha, Sh Dinkar Rai, Sh
Anurag Singhvi, Sh Surendra Shah and Sh Mangesh Puranik, as Directors.
This induction was in accordance with the agreement for induction of
funds and development of Sanathnagar land as finalized with the Lodha
Group. All the above Directors, except Sh Anurag Singhvi resigned from
the Board during the course of the year.
Appointment of new Directors to facilitate the implementation of the
Sanathnagar Land development is being proposed in the forthcoming AGM.
and resolutions for the same are being included in the forthcoming AGM.
Their brief profiles are included in the Explanatory Memorandum annexed
to the Notice being sent to shareholders.
AUDITORS
M/s Lodha & Co., statutory auditors of the company wiil retire by
rotation at the ensuing General Meeting of the company and are eligible
for re-appointment. As regards the auditors observations, the relevant
notes on the accounts and the explanations provided therein are self-
explanatory and do not call for any further comments.
COST AUDITORS
In view of there being no industrial operations in the company, the
appointment of Cost Auditor is not proposed.
LISTING FEE PAYMENT / DELISTING
The Company has made the payment to Mumbai Stock Exchange till date.
The process of delisting has been initiated, including Postal Ballot,
to provide an exit option for non promoter group shareholders and
related matters.
CORPORATE GOVERNANCE
The Report on Corporate Governance is
enclosed separately.
DIRECTORS RESPONSIBILITY
STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies
(Amendment) Act, 2002, the Directors confirm:
a) That in the preparation of the accounts for the year ended 30th June
2009, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any
b) That the Directors have 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 the affairs of the company as at the end of the period and of the
profit or loss of the company for that period.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act so as to prevent and detect fraud and other
irregularities.
d) That the Directors have prepared the accounts on a going concern
basis.
FIXED DEPOSITS
As on June 30, 2009 no fixed deposits were outstanding, as the entire
liability of any unpaid amounts have been acquired by Bakelite Resins &
Foams Ltd., (Resulting Company), under the Scheme of Arrangement. The
Rehabiltation scheme sanctioned by Honble BIFR provided for exemption
from Section 205(c) for transfer of unpaid amounts to Investors
protection fund. Claims for unpaid FDs are being / will be settled from
the resulting company accordingly, without recourse to the company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
There is nothing to report on this matter.
FINANCE
The promoters (Lodha Group companies) have provided the required funds
and have also taken over the liabilities to IDM, as a part of the
arrangement for land development. Apart from the above, the company
does not have any other liabilities or outstanding claims. The release
of charge and return of title deeds relating to the assets of Resulting
companies, from the above promoters is under process.
SUBSIDIARY COMPANY
The shareholding of the company was divested for a nominal
consideration and there is no subsidiary company as on date.
EMPLOYEES
There are no employees in the company whose particulars are required
under Section 217 (2A) of the Companies Act 1956.
ACKNOWLEDGEMENT
Sh S P S Shinh Whole Time Director, and Dr A L Ananthanarayana ,
Director are retiring at the conclusion of the forthcoming AGM.The
Directors express their appreciation for their contribution to the
companys operations / restructuring and for their support and
assistance during very trying periods covering their tenures
The Board also records its appreciation for the support and cooperation
received from various Stakeholders, during the period under review.
For and on behalf of the Board
Place: Hyderabad N.P.S.Shinh
Date: 5-12-2009 Managing Director
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