To,
The Members,
SATRA PROPERTIES (INDIA) LTD
The Resolution Professional have pleasure in presenting Annual Report together with the
Audited Accounts of the Company for the year ended March 31, 2021
1. INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The Company is under CIRP vide Hon'ble NCLT Mumbai Bench order dated August 3, 2020,
Mr. Devarajan Raman, Resolution Professional is now in control of the Company. The AGM for
the year ended March 31, 2021 is being called by the Resolution Professional. Pursuant to
the Insolvency Commencement Order and in consonance with the stipulation contained in
Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand
suspended and the same are vested and exercised by Mr. Devarajan Raman, Resolution
Professional.
The Adjudicating Authority has approved the exclusion and extension of CIRP for a
further period of 90 days each after the initial period of 180 days vide order dated April
27, 2021. The Resolution Professional has proposed exclusion of 60 days under section
60(5)(c) dated July 20, 2021 and is allowed and the revised date for the completion of the
CIRP process is September 23, 2021. The resolution plan duly approved by the CoC is
submitted to the Hon'ble NCLT for approval. The Resolution Professional has filed an
application under Section 19(2) of the Code before the Hon'ble NCLT for non-cooperation by
the directors on July 22, 2021 and is pending before Hon'ble NCLT. The Resolution
Professional has also filed 3 avoidance transaction application against the suspended
directors and the same is pending before Hon'ble NCLT.
2. FINANCIAL RESULTS
Your Company financial performance during the year 2020-21 is summarized below:
|
|
(amount in lakhs) |
| Particulars |
2020-21 |
2019-20 |
| Income from operations |
0 |
2,524.69 |
| Other Income |
0.06 |
12,530.83 |
| Total Income |
0.06 |
15,055.52 |
| Less: Expenses |
185.66 |
13,320.81 |
| Profit/(Loss) Before Tax and Extraordinary Items |
(185.60) |
1,734.71 |
| Less: Extraordinary Items |
0 |
24.74 |
| Less: Taxation |
0 |
0 |
| Profit After Tax |
(185.60) |
1,759.45 |
| EPS (in Rs.) |
(0.10) |
0.97 |
3. FINANCIAL SUMMARY
The Company incurred a loss of Rs. 185.60 Lakhs during the FY 2020-21, as compared to
the Total Profit of Rs. 1759.45 Lakhs in the previous FY 2019-20.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
5. TRANSFER TO RESERVES
Profit during the year has been transferred to Reserves.
6. CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 50,00,00,000/- and the paid-up share
capital of the Company is Rs. 35,67,16,000/-. There was no change in the share capital of
the Company during the year under review.
7. DIVIDEND
The company has not recommended any dividend on equity shares for the year ended March
31, 2021.
8. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during the
previous financial year.
9. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonus
shares during the year under review.
10. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
11. STATUTORYAUDITORS
The Members had reappointed M/s. GMJ & Co, Chartered Accountants, Mumbai (Firm
Registration No: 103429W), as Statutory Auditor of the Company at the Annual General
Meeting held on September 30, 2019 to hold office for the second consecutive term for a
period of 5 (five) years i.e. till the conclusion of the Annual General Meeting to be held
for the Financial Year 2023-24.
The members are requested to note the continuation of M/s. GMJ & Co, Chartered
Accountants, Mumbai (Firm Registration No: 103429W) as Statutory Auditors of the Company
till FY 2023-2024.
12. INTERNAL AUDITOR
Internal Auditor has not submitted his report for March 31, 2021 also not given consent
for subsequent years nor has filed claim form for his outstanding dues.
13. STATUTORY AUDIT REPORT
The Auditors' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s). The qualification
in the audit report is self-explanatory.
14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. NVB & Associates, Practicing Company Secretary was appointed as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2020-21
pursuant to Section 204 of the Companies Act, 2013 and rules made there under. The
Secretarial Audit Report for the Financial Year 2020-21 forms part of the Annual Report.
The qualification in the audit report is self-explanatory.
15. COST AUDITOR REPORT AND COST RECORD
Cost Auditor has not submitted his report for March 31, 2021 also not given consent for
subsequent years nor has filed claim form for his outstanding dues
16. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK
The Independent directors of the company are yet to be registered with Independent
director databank.
17. DETAILS IN RESPECT TO QUALIFICATIONS BY AUDITORS
Reply to Audit Qualification
a. The Resolution Professional has furnished all the information that was available
with him and in the registered office of the Company. The CD was admitted to CIRP on
03.08.2020. The details prior to the period as available have been furnished. Due to
non-cooperation of the Directors, the details were not available. After 03.08.2020 all the
information and documents have been furnished for Audit and the queries of the Auditor
have been satisfied.
b. The details of WIP is not available in the records of the Corporate Debtor at the
registered office. The details have not been given to us by the Directors. The Resolution
Professional could not find the details in the records available at the registered office.
As the directors are not cooperating the details could not be made available to the
Auditor. The said qualification was not made in the accounts finalised for the year ending
March 2020. Hence, the details for the period 1st April 2020 to 3rd August 2020 in respect
of WIP could not be furnished as the Board of Directors of the Company did not provide the
details to the Resolution Professional.
c. The Borrowing account balances are based on the claims that have been received and
admitted by the Resolution Professional. The confirmation in respect of other account
heads are not available even though letters have been sent to the parties for payment of
the outstanding balances.
d. The accounting changes in respect of the claims as finalised by the Resolution
Professional shall be effected by the Successful Resolution Applicant on approval of the
Resolution Plan by the Hon'ble NCLT.
e. The statutory liabilities as indicated will be dealt with based on the approval of
the Resolution Plan and as such there is no need to calculate interest on the same. f. The
Company is under CIRP and there are no operations currently. Hence, there are no funds
available to get the actuarial valuation done of gratuity liability etc. These will be
addressed on approval of the Resolution Plan by the Hon'ble NCLT by the successful
Resolution Applicant.
g. As the Company is under CIRP, no assessment for Impairments of Assets has not been
made.
h. The details of cost of construction, employee benefit expenses as indicated could
not be furnished as it pertains to the period prior to Commencement of CIRP and were not
available in the records handed over by the Board of Directors.
The reversal of allowance is based on IND -AS requirements and there are no actual
provisioning in the books.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In view of the company being under the CIRP appointment of director has not been
considered in this AGM.
During the Financial year, Ms. Anusha Singi (CS) resigned w.e.f. August 1, 2020.
19. ANNUAL RETURN
The Annual Return is uploaded on the website of the Company. The web link for the same
is as under: http://satraproperties.in/pdf/annualreport/spil-mgt-7-2020-21.pdf
20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2021, the Company does not have any subsidiary, associate or joint
venture.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure
I.
22. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. As the company is under CIRP all these are currently vested with the
Resolution professional. The web link for the policy is as under:
http://satraproperties.in/pdf/policies/whistle-blower-policy-and-vigil-mechanism.pdf
23. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
24. RELATED PARTY TRANSACTIONS
There were contracts or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related
party transactions as per IND AS 24 are given in the note no. 30 to the financial accounts
and forms part of the Annual Report.
The policy on Related Party Transactions is part of the website of the Company. The web
link for the policy on related party transaction is as under:
http://satraproperties.in/pdf/policies/related-party-transaction-policy.pdf
25. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the Familiarization program for Independent Directors form part of the
website of the Company. The web link of Familiarization program is as
under:http://satraproperties.in/pdf/policies/familiarisation-programme-for-independent
directors.pdf
27. CORPORATE GOVERNANCE
Report on Corporate Governance forms part of the report and marked as annexure III. As
the Company is under CIRP, Corporate Governance is no more applicable.
28. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the applicable secretarial standards to the extent
possible.
29. INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the Directors
is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. No meeting
of Independent Directors was held during the financial year as the company is under
insolvency resolution process
30. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have
not given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
31. BOARD EVALUATION
As the directors report is being prepared by the Resolution Professional and due to
noncooperation by the directors board evaluation has not been reported by the Resolution
Professional.
32. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186
OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to Section
186 of the Companies Act, 2013 are given in the notes to the financial accounts forming
part of the Annual Report. During the year under review there are no loans, advances and
investments made by the Company within the limits prescribed in the section 186 of the
Companies Act, 2013.
33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
Due to Current Pandemic situation and admission to Insolvency Resolution Process there
is no activity in the company. As per MCA Circular, Current year AGM is being held through
Video Conferencing. Necessary procedure is given in the AGM Notice. Members are requested
to update their Email ID either by writing to the Company or through the Register or
Transfer Agents.
34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
Pursuant to Hon'ble NCLT order dated August 3, 2020 the company is into CIRP and Mr.
Devarajan Raman Resolution professional is in control of the company.
35. 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.
There is no one time settlement done with bank or any financial institution.
36. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF;
There is no suspension in trading order passed against the company
37. NOMINATION AND REMUNERATION POLICY
An extract of the Company's policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith as Annexure II.
38. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remuneration
aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the
Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for
prevention and redressal of complaints of sexual harassment against women. The Board
thereafter constituted a sexual harassment committee where the chairperson of the
Committee is Ms. Sahara Ajani Murad, and Mr. Vishal Rasiklal Karia and Mr. Kamlesh
Babubhai Limbachiya are the Members. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. a. number of complaints filed during the
financial year - NIL b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending as on end of the financial year – NIL
These matters are currently dealt with by the Resolution Professional in view of the
suspension of the powers of the Board of Directors as the company is undergoing insolvency
Resolution Process.
40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred dividends lying unpaid or unclaimed for a period of seven
years to Investor Education and Protection Fund (IEPF) upto FY 2011-12. The Company is in
the process of transferring unpaid or unclaimed dividend to Investor Education and
Protection Fund (IEPF) from FY 2012-13 onwards.
41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company does not have adequate internal financial controls.
42. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any; (b)
Appropriate accounting policies have been selected and applied consistently and have 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, 2021 and of the profit for the
Company for the year ended March 31, 2021; (c) Proper and sufficient care has been taken
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; (d) The annual accounts have been prepared on a
going concern basis; (e) Proper internal financial controls were followed by the Company
and such internal financial controls are adequate and were operating effectively; (f)
Proper systems are devised to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
43. COVID-19 AND ITS IMPACT
During the year under review the covid-19 pandemic developed rapidly globally thereby
forcing the government to enforce complete lock-down since March 24, 2020 of almost all
economic activities except essential services which are allowed to operate with limited
staff strength during the lock down period your company continued its operations by
strictly adhering to the minimal staff strength requirement and maintaining social
distance and other precautions as per government directions.
44. ACKNOWLEDGEMENT
Resolution Professional takes opportunity to show gratitude towards the assistance and
co-operation received from Shareholders, Bankers and Regulatory Bodies.
|
By order of the Board |
| Date: March 5, 2022 |
SATRA PROPERTIES (INDIA) LTD |
| Place: Mumbai |
Sd/- |
|
Devarajan Raman |
|
Resolution Professional |
|