Mar 31, 2025
Your Directors have pleasure the in presenting their 45th Annual Report together with the Audited Accounts for the year ended March 31, 2025.
|
(Rs. in Lakh) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
|
|
(Rs.) |
(Rs.) |
(Rs.) |
(Rs.) |
|
|
Revenue from Operations (Net of Excise) and Other Income |
180.54 |
91.25 |
4454.91 |
1,459 |
|
Other Expenses |
21.31 |
10.69 |
225.34 |
32.93 |
|
Finance Charges |
- |
0.49 |
2.93 |
67 |
|
Depreciation and Amortization expenses |
0.82 |
0.83 |
1.65 |
2.15 |
|
Profit/Loss Before Tax |
156.61 |
68.88 |
348.42 |
107.17 |
|
Less: Tax Expense |
18.00 |
6.00 |
103.55 |
24 |
|
Net Profit/Loss After Tax |
138.61 |
62.88 |
244.87 |
83.67 |
|
Profit/Loss carried to Balance Sheet |
138.61 |
62.88 |
232.69 |
83.67 |
|
Earnings per share: a. Basic |
1.99 |
1.07 |
3.51 |
1.42 |
|
b. Diluted |
2.20 |
1.07 |
3.89 |
1.42 |
Standalone:
During the year under review, the sales and other income increased from Rs. 91.25/- to Rs. 180.54/ - (Rs. in Lakh) as compared to previous year however, there was net profit of Rs. 138.61/-as compared to net profit of Rs. 62.88/- (Rs. in Lakh) in the previous year.
Consolidated:
During the year under review, the sales and other income increased from Rs. 1459/- to Rs. 4454.91/- (Rs. in Lakhs)as compared to previous year because of which there is net profit after tax of Rs. 245/-(Rs. in Lakhs) as compared to net profit of Rs. 84/- (Rs. in Lakhs) in the previous year.
3. Subsidiaries, Associates & Joint Ventures:
The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine Drive Realtors Private Limited. The Company does not have any associate Company & Joint venture.
Performance of Subsidiaries is as follows:
The total revenue including other Income of Vinca Realtors Private Limited stood at Rs. 1387/-in lacs (Previous year Rs. 14.91/- in lacs).
The total revenue of Marine Drive Realtors Private Limited is NIL
The details of the same are given in Form AOC-1 as Annexure-I forming part of Annual Report. The details of the Policy on determining Material Subsidiary of the Company is available on Company''s website www.sajaydevelopers.com.
The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2025 in order to plough back the resources for the future growth.
During the year under review, current year Profit of Rs. 138.61/- was transferred to reserves.
6. Change(s) in the Nature of Business, if any:
There was no change in the nature of business of the Company during the year under review.
7. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate and the date of this report:
There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
9. Composition of the Board of Directors and KMP:
As on 31st March, 2025, the Board of Directors of the Company consisted of the following Members:
|
Name of Directors |
Designation |
DIN |
|
Mr. Nitin Jain |
Non-Executive - Independent Director-Chairperson |
07341303 |
|
Mr. Shailesh Hingarh |
Executive Director-MD |
00166916 |
|
Mr. Abhishek Shah |
Non-Executive - Independent Director |
08914414 |
|
Mrs. Chetana Dasare |
Non-Executive - Non Independent Director |
09788754 |
|
Mr. Rishabh Verdia |
Non-Executive - Non Independent Director |
03077550 |
|
KEY MANAGERIAL PERSON As on 31st March, 2025: |
||
|
Name of KMP |
Designation |
|
|
Ms. Dashmeet Kaur |
Company Secretary & Compliance Officer |
|
|
Mr Dismas Gigool |
Chief Financial Officer |
|
10. Related Party Transactions:
All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm''s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. Hence the disclosure in form AOC 2 is not required to be attached. The details of the related party transactions are set out in the notes to the financial statements
All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature..
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on https://sajaydevelopers.com
11. Management''s Discussion and Analysis:
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming an integral part of the Annual Report as Annexure II.
12. Corporate Social Responsibility (CSR):
As on 31 March 2025, provision of Corporate Social Responsibility is not applicable to your Company.
The Paid up Equity Share Capital as on March 31, 2025 was Rs. 6,97,20,000/ -.
During the year under review, pursuant to the approval granted by the Members of the Company in their meeting dated 28th September, 2024 and the In principle approval received from BSE Limited vide ref LOD/PREF/MV/FIP/1282/2024 25 dated November 07, 2024 ,the company has issued and allotted 10,70,000 ( Ten Lakhs, Seventy Thousand only) number of fully paid-up equity shares of face value Rs.10/ (Rupees Ten Only) each at the price of Rs.150/ per share to non-promoter persons/entities, by way of preferential allotment on a private placement basis.
Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at https://sajaydevelopers.com// pdf/Annual-Return/Annual-Return-2024-2025.pdf
15. Annual Performance Evaluation of the Board:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, performance evaluation of Board and that of its committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions.
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the executive directors and non-executive directors.
16. Number of Meetings of the Board:
The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board and Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.
The Board of Directors met Nine (9) times during the Financial Year 2024-2025. The Board met on 29h May 2024, 1st June 2024, 2nd August 2024, 14th August 2024, 2nd September 2024, 4th September 2024, 14th November 2024, 19th November 2024, 14th February 2025. The Necessary quorum was present for all Meetings. The time gap between any two Board meetings does not exceed 120 days.
17. Director''s Responsibility Statement:
In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 and the provisions of the SEBI LODR, the Board of Directors state that:
i. In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures;
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 at the end of the March 31, 2025 and of the Profit and Loss of the Company for the year ended March 31, 2025;
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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis;
v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. Auditors:A. Statutory Auditors & Audit Report:
M/s. Satya Prakash Natani & Co, Chartered Accountants, Mumbai, were appointed in the 40th AGM for a term of five years from the conclusion of the 40th Annual General Meeting of the Company till the conclusion of the 45th Annual General Meeting of the Company, at a remuneration decided by the Board of Directors of the Company.
The Auditors'' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.
During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.
Since the tenure of the Auditor is completing in the ensuing AGM, the Board has again recommended reappointment of M/s. Satya Prakash Natani & Co, Chartered Accountants, (Firm Registration Number 115438W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office until the conclusion of the 45th AGM of the Company at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as fixed by the Board of Directors of the Company in consultation with them
B. Secretarial Auditor & Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s Mayank Arora & Co., Practicing Company Secretaries (ICSI Registration No.: P2023MH094900), Peer review No.5923/2024) to hold office for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30 to undertake Secretarial Audit of the Company.
The report of the Secretarial Auditor for the FY 2024-2025 by M/s Mayank Arora & Co., appended as Annexure III.
Explanation or Comments on qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report are as follows:
|
AUDITORS QUALIFICATION |
DIRECTORS COMMENT |
|
The Company has maintained website, however, the disclosures are not maintained under proper sections. |
The Company has generated new website and hence in a process of uploading the data |
|
Non-compliance with the requirement to appoint a qualified company secretary not later than three months from the date of such vacancy pursuant to Reg 6 (1A) |
It took longer than expected because the company was unable to locate a qualified applicant. However, as of June 1, 2024, the company has designated Ms. Dashmeet Kaur as its compliance officer and company secretary. |
|
Filing for Regulations 44 (3) (voting result in XBRL) of SEBI (LODR) for September Quarter (2024-2025) is done after receiving discrepancy letter from exchange, Penalty of 11,800 is levied on Company by BSE. |
Oversight Error |
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. Sanjay B Sharma & Co., Chartered Accountants, having Firm Registration Number FNA240793, as Internal Auditors of the Company for the FY- 24-25, to conduct internal audit of the Company.
Further, Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. PNSV & Co., Chartered Accountants, having Firm Registration Number FN129922W, as Internal Auditors of the Company for the FY- 25-26, and FY 26-27, to conduct internal audit of the Company
A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV
Pursuant to Regulation 17(5) of the SEBI Listing Regulations, 2015, the Board has adopted a revised Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on the Company''s website https://sajaydevelopers.com.
All Directors and Senior Management personnel have affirmed compliance with the code of conduct for the financial year 2024-2025. Declaration on adherence to the Code of Conduct under Regulation 34 (3) and 53 (f) of the SEBI (LODR) Regulations, 2015 is annexed as Annexure V
21. Vigil Mechanism / Whistle Blower Policy
In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the website of the Company.
The said Whistle Blower Policy has been disseminated on the Company''s website https://sajaydevelopers.com
The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.
23. Directors and Key Managerial Personnel (KMP):a. Declaration by Directors:
All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. Statement With Regard To Integrity, Expertise And Experience Of The Independent Directors
Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).
c. Familiarization programme for Independent Directors:
The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company
d. Changes in Directors and Key Managerial Personnel during the year under review:
During the year under review, Re-appointment of Mr. Shailesh Hingarh as Managing Director, w.e.f 14th August 2024. And Ms Kanan Kapur (DIN: 06511477) has resigned from the position of non-executive Director of the company with effect from September 4th, 2024 and appointment of Mr Rishabh Verdia (DIN: 03077550) as a Non-Executive Director of the Company w.e.f 4th September, 2024.
On recommendation of Nomination & Remuneration committee, the Board of Directors of the Company have appointed Ms. Dashmeet Kaur, as Company Secretary and Compliance Officer of the Company with effect from 1st June, 2024.
24. Statement with regard to integrity, expertise and experience of the Independent Directors
Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).
25. Re-appointment of Director
In accordance with the provisions of the Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rishabh Verdia (DIN: 03077550) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as "Annexure " is annexed to the Notice of the Annual General Meeting. The Board has confirmed he satisfies the fit and proper criteria as prescribed under them applicable regulations and that
he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.
26. Policy For Selection, Appointment And Remuneration Of Directors Including Criteria For Their Performance Evaluation:
Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration Committee under sub-section (3) of section 178, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015.
The salient features of the Policy, are:
a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.
b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.
c. Formulating the criteria for performance evaluation of all Directors.
d. Board Diversity.
The Company''s policy inter-alia, on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Act is available on the website of the Company i.e. www. sajaydevelopers.com.
27. Internal Financial Control System And Its Adequacy:
The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2024-25.
28. Compliance of Secretarial Standards on board and General Meetings:
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
29. Declaration By Independent Directors
Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing regulations all Independent Directors of the Company have given declaration that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations and also affirmed compliance regarding online registration with the ''Indian Institute of Corporate Affairs'' (IICA) for inclusion of name in the databank of Independent Directors.
30. Independent Directors'' Meeting:
In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 14th February 2025, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:
i) review the performance of non-independent directors and the Board as a whole;
ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and
iv) Review the responsibility of independent directors with regard to internal financial controls.
All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.
31. State of Affairs of the Company
The state of affairs of the Company has been given in the Management Discussion & Analysis section which forms a part of this Report
32. Prevention of Insider trading:
The Company had in place a ''Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices'', in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the Board approved and adopted:
a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and
b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.
The code referred above is placed on the Company''s website https://sajaydevelopers.com.
33. Particulars of Employees and related Disclosures:
During the year, no remuneration was paid to any of the Directors, and the Company did not have any employees on its payroll. The only payment made was an annual remuneration of ^180,000 to the Company Secretary. Thus, furnishing of particulars in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year does not arise.
Also None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum or Rs. 8.50 Lacs per month or more during the FY 2024-2025 as prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules,.
34. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.
35. Particulars of Loans given, Guarantees given or Investments made by the company under Section 186:
Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, have been disclosed in the financial statements.
36. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:
|
Sr. No. |
Particulars |
Disclosures |
||
|
1. |
Conservation of Energy and Power Consumption |
Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently. |
||
|
2 |
Technology Absorption and Research & Development |
Your Company has not absorbed or imported any technology and no research and development work is carried out. |
||
|
3. |
Foreign Exchange |
Earnings |
Exports of Goods |
Nil |
|
Outgo |
Nil |
Nil |
||
37. Significant and Material Orders passed by the Regulators or Courts:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015, relating to Corporate Governance. A separate report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms part of this Report Annexure VIII. The requisite certificate from the Auditor of the Company regarding compliance with the conditions of corporate governance is attached to the report on Corporate Governance as Annexure VI
39. Certification About Directors:
None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practicing Company Secretary is appended to this Report in Annexure VII
The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.
The Audit committee met six (6) times during the Financial Year 2024-2025. The Committee met on 29th May 24, 2nd August 2024, 14th August 2024, 14th November 2024, 19th November 2024 and 14th February 2025. The Necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company.
The table below provides composition and attendance of the Audit Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
|
1. |
Mr. Abhishek Shah |
Independent Director |
Non-Executive |
6 of 6 |
|
2. |
Ms. Kanan Kapur |
Non-Executive - Non Independent Director |
3 of 3 |
|
|
3. |
Mr. Rishabh Verdia |
Non-Independent Director,Member |
Non-Executive |
3 of 3 |
|
4. |
Mr. Nitin Jain |
Non-Executive -Director,Member |
Independent |
6 of 6 |
41. Nomination & Remuneration Committee:
Under sub-section (3) of section 178, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The Nomination and Remuneration committee met twice (1) times during the Financial Year 2024-2025. The Committee met on 29th May 2024 and 14th August 2024. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Nomination and Remuneration Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
1. |
Mr. Abhishek Shah |
Non-Executive - Independent Director, Member |
2 of 2 |
|
2. |
Ms. Kanan Kapur |
Non-Executive - Non Independent Director |
2 of 2 |
|
3. |
Mr. Nitin Jain |
Non-Executive - Independent Director, Member |
2 of 2 |
42. Stakeholders'' Relationship Committee:
The Board has reconstituted Shareholders''/Investors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013.
The Stakeholders Relationship Committee met once (1) times during the Financial Year 20242025. The Committee met on 29th May 2024. The necessary quorum was present for all Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Stakeholders Relationship Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
1 |
Mr. Abhishek Shah |
Non-Executive - Independent Director, Member |
1 of 1 |
|
2 |
Ms. Kanan Kapur |
Non-Independent Non-Executive Director, Member |
1 of 1 |
|
4 |
Mr. Nitin Jain |
Non-Executive - Independent Director, Member |
1 of 1 |
All share transfer, dematerialization and related work are managed by M/s. Purva Sharegistry India Pvt. Ltd, Unit no. 9, Shiv Shakti Ind. Est. J .R. Boricha marg, Lower Parel (E), Mumbai 400 011. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.
As stipulated by Securities and Exchange Board of India (SEBI), Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital. M/s. Mayank Arora & Co. Practicing Company Secretaries provides the necessary Report.
The Company believes that Culture and Employee Experience are the only differentiators in today''s competitive environment. Endeavour is on to create a workplace where everyone feels valued, supported, and empowered to do their best. Employees and workers occupy prime position in the organization''s hierarchy, and therefore continuous attention is given them.
46. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder:
The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of Sexual Harassment during the financial year 2024-25. As per the Notification dated 30th May, 2025, following are the additional disclosures:
⢠No. of Complaints Received: NIL
⢠No. of Complaints Disposed of: NIL
47. Reporting on Maternity benefit Act 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
48. Disclosure for Maintenance of Cost Record as per Specified by the Central Government under section 148(1) of the Companies Act, 2013
The provision of section 148(1) of the Companies Act, 2013 is not applicable to our company.
49. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.
50. Investor Relations:Redressal of Investors Grievances:
Your Company gives an utmost care in resolving the grievances of its investors on a timely basis. The investor complaints/ grievances are resolved by the Company and also by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private Limited being the Registrar and Share Transfer Agent of the Company.
BSE Listing Centre:
Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center within the stipulated timeline as prescribed under the SEBI LODR Regulations.
SCORES (SEBI complaints redress system):
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and
provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private Limited and your Company is kept updated regularly.
Exclusive email ID for Investors:
Your Company has established an email id [email protected]
Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.
51. Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year:
During the year under review, there was no proceeding pending under the Insolvency Bankruptcy Code, 2016
52. Details of difference between valuation amount on one-time settlement and valuation while availing loan from banks and financial institutions
During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.
Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities, employees and members of the Company.
Mar 31, 2024
Your Directors have pleasure the in presenting their 44th Annual Report together with the
Audited Accounts for the year ended March 31, 2024.
(Rs. in Lakh)
|
Particulars |
Standalone |
Consolidated |
||
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
|
|
(Rs.) |
(Rs.) |
(Rs.) |
(Rs.) |
|
|
Revenue from Operations (Net of |
91.25 |
53.26 |
1,459 |
359 |
|
Other Expenses |
21.54 |
41.25 |
1,282 |
327 |
|
Finance Charges |
- |
6.08 |
67 |
7 |
|
Depreciation and Amortization |
0.83 |
1.75 |
2 |
2 |
|
Profit/Loss Before Tax |
68.88 |
4.18 |
107 |
23 |
|
Less: Tax Expense |
6.00 |
1.05 |
24 |
6 |
|
Net Profit/Loss After Tax |
62.88 |
3.14 |
84 |
17 |
|
Profit/Loss carried to Balance Sheet |
62.88 |
3.14 |
84 |
17 |
|
Earnings per share: |
1.07 |
0.05 |
1.33 |
0.29 |
|
b. Diluted |
1.07 |
0.05 |
1.33 |
0.29 |
Standalone:
During the year under review, the sales and other income increased from Rs. 53.26/- to Rs.
91.25 / - (Rs. in Lakh) as compared to previous year however, there was net profit of Rs. 62.88/ -
as compared to net profit of Rs. 3.14/- (Rs. in Lakh) in the previous year.
Consolidated:
During the year under review, the sales and other income increased from Rs. 359/ - to Rs. 1459/-
(Rs. in Lakh)as compared to previous year because of which there is net profit after tax of Rs.
84/- as compared to net profit of Rs. 17/- (Rs. in Lakh) in the previous year.
The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine
Drive Realtors Private Limited. The Company does not have any associate Company & Joint
venture.
The total revenue including other Income of Vinca Realtors Private Limited stood at Rs. 14,91/-
(Previous year Rs. 306.15/-). Net Loss for the year stood at Rs. -18,04/- (Previous year Net Profit
Rs. 14.29/-)
The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for the year
stood at Rs. 0.15/-.
The details of the same are given in Form AOC-1 as Annexure-I forming part of Annual Report.
The details of the Policy on determining Material Subsidiary of the Company is available on
Company''s website www.sajaydevelopers.com.
The Directors of your Company do not recommend any dividend for the financial year ended
31st March, 2024 in order to plough back the resources for the future growth.
During the year under review, current year Profit of Rs. 62.88/- was transferred to reserves.
There was no change in the nature of business of the Company during the year under review.
7. Material changes and commitments, if any, affecting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the
financial statement relate and the date of this report:
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year of the Company and the date of this report.
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for
furnishing details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.
All related party transactions that were entered into during the year under review were in the
ordinary course of business and on arm''s length basis. The Company has not entered into any
contract/arrangement/transaction with related parties which could be considered material in
nature. Whereas, the disclosure in form AOC 2 is attached as Annexure-II.
All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. Your Directors draw attention of the members to
notes to the financial statements which set out related party disclosures.
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on
https://saiaydevelopers.com
Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate
section forming an integral part of the Annual Report as Annexure III.
As on 31 March 2024, provision of Corporate Social Responsibility is not applicable to your
Company.
The Paid up Equity Share Capital as on March 31, 2024 was Rs. 5,90,20,000/ -.
During the year under review, the company has not issued and allotted fully paid-up equity
shares of the Company, by way of preferential allotment on a private placement basis.
Pursuant to Section 92 (3) read with the Companies (Management and Administration)
Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its
website at https://sajaydevelopers.com// pdf/Annual-Return/Annual-Return-2022-2023.pdf
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations,
performance evaluation of Board and that of its committees and individual Directors was
carried out. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board''s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was carried out
to evaluate the performance of individual Directors, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, participation by all directors
and developing consensus amongst the directors for all decisions.
In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the view of the executive directors and non-executive directors.
The Board of Directors met Five (5) times during the Financial Year 2023-2024. The Board met
on 25h May 2023, 14th August 2023, 25th August 2023, 9th November 2023, 14th February 2024.
The Necessary quorum was present for all Meetings. The time gap between any two Board
meetings does not exceed 120 days.
The details of the number of meetings of the Board held during the Financial Year 2023-2024 is
as under:
|
Name of the Director |
Number of |
Number of |
Whether |
Shareholding |
|
Mr. Shailesh Hingarh |
5 |
5 |
Yes |
21,69,778 |
|
Ms. Kanan Kapur |
5 |
5 |
Yes |
- |
|
Mr. Abhishek Shah |
5 |
5 |
Yes |
- |
|
Mr. Nitin Jain |
5 |
5 |
Yes |
- |
|
Ms. Chetana Dasare |
5 |
5 |
Yes |
- |
As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their
knowledge and ability, confirm that:
i. In the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed and that there are no material
departures;
ii. 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 at the end of the March 31, 2024 and of the Profit and
Loss of the Company for the year ended March 31, 2024;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a ''going concern'' basis;
v. 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;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
M/s. Satya Prakash Natani & Co, Chartered Accountants, Mumbai, were appointed in the 40th
AGM for a term of five years from the conclusion of the 40th Annual General Meeting of the
Company till the conclusion of the 45th Annual General Meeting of the Company, at a
remuneration decided by the Board of Directors of the Company.
The Auditors'' Report for the financial year ended March 31, 2024 does not contain any
qualification, reservation or adverse remark.
During the year under review, there were no instances of fraud reported by the auditors, under
Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of Ms. Nikita Kedia of NKM & Associates Company Secretary
in Practice, Mumbai (Mem. No. A54970 and COP No.: 20414) to conduct the Secretarial Audit of
the Company for the financial year ended March 31, 2024.
The report of the Secretarial Auditor is appended as Annexure IV.
|
AUDITORS QUALIFICATION |
DIRECTORS COMMENT |
|
The Company has maintained website, however, |
The Company has generated new |
|
Non-compliance with the requirement to appoint |
It took longer than expected because the |
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit
Committee, appointed M/s. Sanjay B Sharma & Co., Chartered Accountants, having Firm
Registration Number FNA240793, as Internal Auditors of the Company for the FY- 23-24, to
conduct internal audit of the Company.
A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI
(LODR) Regulations 2015 is annexed to this report as Annexure V
Pursuant to Regulation 17(5) of the SEBI Listing Regulations, 2015, the Board has adopted a
revised Code of Conduct for all Directors and Senior Management of the Company and the
same has been placed on the Company''s website https://sajaydevelopers.com.
All Directors and Senior Management personnel have affirmed compliance with the code of
conduct for the financial year 2023-2024. Declaration on adherence to the Code of Conduct
under Regulation 34 (3) and 53 (f) of the SEBI (LODR) Regulations, 2015 is annexed as
Annexure VI.
In line with the best Corporate Governance practices, Company has put in place a system
through which the Directors and employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear
of reprisal. The employees and directors may report to the Compliance officer and have direct
access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the
website of the Company.
The said Whistle Blower Policy has been disseminated on the Company''s website
https://sajaydevelopers.com
The Company has developed and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Audit Committee and the Board periodically
reviewed the risk assessment and minimization procedures. At present there is no identifiable
risk which, in the opinion, of the Board may threaten the existence of the Company.
All the Directors of the Company have confirmed that they are not disqualified from being
appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your directors are of the opinion that Independent Directors of the Company are of high
integrity, suitable expertise and experience (including proficiency). The Independent Directors
have given declaration under sub section (6) of Section 149 of the Act. The tenure of
Independent Directors is in compliance of provisions of Section 149(10).
The details of programmes for familiarization of Independent Directors and training with the
Company, their roles, rights, responsibilities, nature of the industry in which the Company
operates, business model of the Company and related matters are put up on the website of the
Company
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Shailesh Ghisulal Hingarh (DIN: 001669162) Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered himself for re-appointment.
Further, during the year under review, Re-appointment of Mr. Shailesh Hingarh as Managing
Director, w.e.f 14th August 2024. And Ms Kanan Kapur (DIN: 06511477) has resigned from the
position of non-executive Director of the company with effect from September 4th, 2024 and
appointment of Mr Rishabh Verdia (DIN: 03077550) as a Non-Executive Director of the
Company w.e.f 4th September, 2024.
Ms. Jyoti Sachdeva has tendered her resignation from the post of Company Secretary &
Compliance Officer of the Company as stated in the resignation letter dated 18th January 2024.
Pursuant to Regulation 30 (6) of the Listing Regulations read with Para A of Part A of Schedule
III of the said regulations, On recommendation of Nomination & Remuneration committee, the
Board of Directors of the Company have appointed Ms. Dashmeet Kaur, as Company Secretary
and Compliance Officer of the Company with effect from 1st June, 2024.
Your directors are of the opinion that Independent Directors of the Company are of high
integrity, suitable expertise and experience (including proficiency). The Independent Directors
have given declaration under sub section (6) of Section 149 of the Act. The tenure of
Independent Directors is in compliance of provisions of Section 149(10).
In accordance with the provisions of the Section 149 and 152 and other applicable provisions of
the Companies Act, 2013 and the Articles of Association of the Company, Consequently, Mr.
Shailesh Hingarh (DIN: 00166916), Executive Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself
for re-appointment in accordance with the provision of the Companies Act, 2013
The brief resume of Director seeking re-appointment at the ensuing AGM along with other
details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as
"Annexure " is annexed to the Notice of the Annual General Meeting. The Board has confirmed
that Shailesh Hingarh satisfies the fit and proper criteria as prescribed under them applicable
regulations and that he is not disqualified from being appointed as a director in terms of Section
164(2) of the Companies Act, 2013. The Board recommends the re-appointment.
The Board has on the recommendation of the Nomination and Remuneration Committee under
sub-section (3) of section 178, framed and adopted a policy for selection and appointment of
Directors, Senior Management and their remuneration pursuant to the provisions of the
Companies Act, 2013 and the Listing Regulations, 2015.
The salient features of the Policy, are:
a. Appointment and remuneration of Director, Key Managerial Personnel and Senior
Management Personnel.
b. Determination of qualifications, positive attributes and independence for appointment of a
Director (Executive/Non-Executive/Independent) and recommendation to the Board matters
relating to the remuneration for the Directors, Key Managerial Personnel and Senior
Management Personnel.
c. Formulating the criteria for performance evaluation of all Directors.
d. Board Diversity.
The Company''s policy inter-alia, on Directors'' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director and other
matters provided under the Act is available on the website of the Company i.e. www.
sajaydevelopers.com.
The Board of Directors has laid down standards, processes and procedures for implementing
the internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the Internal,
Statutory and Secretarial Auditors and External Consultants; reviews performed by the
Management and relevant Board Committees including the Audit Committee, the Board of
Directors are of the opinion that the Company''s internal financial controls with reference to the
financial statements were adequate and effective during the financial year 2023-24
Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing
regulations all Independent Directors of the Company have given declaration that they meet the
criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of
Listing Regulations and also affirmed compliance regarding online registration with the ''Indian
Institute of Corporate Affairs'' (IICA) for inclusion of name in the databank of Independent
Directors.
In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI
Listing Regulations, 2015, the independent directors held their separate meeting 14th February
2024, without the attendance of non-independent directors and members of Management, inter
alia, to discuss the following:
i) review the performance of non-independent directors and the Board as a whole;
ii) Review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors;
iii) Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties; and
iv) Review the responsibility of independent directors with regard to internal financial controls.
All Independent Directors were present at the meeting, deliberated on the above and expressed
their satisfaction on each of the matters.
The Company had in place a ''Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices'', in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015.
Accordingly, the Board approved and adopted:
a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information; and
b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other
connected persons.
The code referred above is placed on the Company''s website https://sajaydevelopers.com.
There are no employees in the company; Whereas, Ms. Jyoti Sachdeva, the company secretary ,
received a salary of Rs. 1,36,774, and Mr. Shailesh Hingarh, the managing director, received an
annual salary of Rs. 9,00,000.
None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per
annum or Rs. 8.50 Lacs per month or more during the FY 2023-2024 as prescribed under Section
197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules,
1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest
thereon lying with the Company for a period of seven years liable to be transferred to the
Investor Education and Protection Fund established by the Central Government.
Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013, if any, have been disclosed in the financial statements.
Particulars with respect to conservation of Energy, Technology Absorption and Foreign
Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies
(Accounts) Rules, 2014, is set out hereunder:
|
Sr. No. |
Particulars |
Disclosures |
||
|
1. |
Conservation of Energy |
Your Company has continued to accord priority to |
||
|
2 |
Technology Absorption |
Your Company has not absorbed or imported any |
||
|
3. |
Foreign Exchange |
Earnings |
Exports of |
Nil |
|
Outgo |
Nil |
Nil |
||
During the year under review, there were no significant and material orders passed by the
regulators or courts or tribunals, which may impact the going concern status of the Company
and its operations in future.
The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015,
relating to Corporate Governance. A separate report on Corporate Governance as stipulated
under the SEBI (LODR) Regulations, 2015 forms part of this Report. The requisite certificate
from the Auditor of the Company regarding compliance with the conditions of corporate
governance is attached to the report on Corporate Governance as Annexure VII
The Composition and quorum of the Audit Committee is in accordance with Section 177 of the
Companies Act, 2013. All members of the Audit Committee possess financial/accounting
expertise/exposure.
The Audit committee met four (4) times during the Financial Year 2023-2024. The Committee
met on 25th May 2023, 14th August 2023, 9th November 2023 & 14th February 2024. The Necessary
quorum was present for all Meetings. The Chairman of the Audit Committee was present at the
last Annual General Meeting of the company.
The table below provides composition and attendance of the Audit Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
|
1 |
Mr. Abhishek Shah |
Independent Director |
Non-Executive |
4 of 4 |
|
2 |
Ms. Kanan Kapur |
Non-Independent Director,Member |
Non-Executive |
4 of 4 |
|
3 |
Mr. Nitin Jain |
Non-Executive - |
Independent |
4 of 4 |
Under sub-section (3) of section 178, the Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. This policy also lays down criteria for selection and
appointment of Board Members.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the company. The Nomination and Remuneration committee met twice (1)
times during the Financial Year 2023-2024. The Committee met on 14th February 2024 and. The
Necessary quorum was present for all Meetings. The table below provides composition and
attendance of the Nomination and Remuneration Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
|
1 |
Mr. Abhishek Shah |
Independent Director |
Non-Executive |
1 of 1 |
|
2 |
Ms. Kanan Kapur |
Non-Independent |
Non-Executive |
1 of 1 |
|
4 |
Mr. Nitin Jain |
Non-Executive - |
Independent |
1 of 1 |
The Board has reconstituted Shareholders''/Investors Grievance Committee as Stakeholders
Relationship Committee in accordance with the provisions of the Companies Act, 2013.
The Stakeholders Relationship Committee met once (1) times during the Financial Year 2023¬
2024. The Committee met on 14th February 2024. The necessary quorum was present for all
Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last
Annual General Meeting of the company. The table below provides composition and
attendance of the Stakeholders Relationship Committee.
|
SR NO. |
NAME |
CATEGORY |
MEETINGS ATTENDED |
|
|
1 |
Mr. Abhishek Shah |
Independent Director |
Non-Executive |
1 of 1 |
|
2 |
Ms. Kanan Kapur |
Non-Independent |
Non-Executive |
1 of 1 |
|
4 |
Mr. Nitin Jain |
Non-Executive - |
Independent |
1 of 1 |
All share transfer, dematerialization and related work are managed by M/s. Purva Sharegistry
India Pvt. Ltd, Unit no. 9, Shiv Shakti Ind. Estt. J .R. Boricha marg, Lower Parel (E), Mumbai 400
011. Shareholders are requested to send all share transfer requests, demat/remat requests,
correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar
and transfer agents.
As stipulated by Securities and Exchange Board of India (SEBI), Practicing Company Secretaries
carried out the Share Capital Audit to reconcile the total admitted capital with National
Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and
shares held physically as per the register of members and the total issued and listed capital.
M/s. Mayank Arora & Co. Practicing Company Secretaries provides the necessary Report.
The Company has in place a Prevention of Sexual harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year 2023-2024, no complaints
were received by the Company related to sexual harassment.
The provision of section 148(1) of the Companies Act, 2013 is not applicable to our company.
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest
thereon lying with the Company for a period of seven years liable to be transferred to the
Investor Education and Protection Fund established by the Central Government.
Redressal of Investors Grievances:
Your Company gives an utmost care in resolving the grievances of its investors on a timely
basis. The investor complaints/ grievances are resolved by the Company and also by the
Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private
Limited being the Registrar and Share Transfer Agent of the Company.
BSE Listing Centre:
Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and
all the compliances related filings or disclosures are made to the BSE Limited and NSE through
web-based applications viz., BSE Listing center within the stipulated timeline as prescribed
under the SEBI LODR Regulations.
SCORES (SEBI complaints redress system):
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e.,
SCORES. Through this system a shareholder can lodge a complaint against a Company for his
grievance. The Company uploads the action taken on the complaint which can be viewed by the
shareholder. The Company and shareholder can seek and
provide clarifications online through SEBI. The investor complaints are also handled and
resolved by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry
(India) Private Limited and your Company is kept updated regularly.
Exclusive email ID for Investors:
Your Company has established an email id [email protected]
Your Company keeps its investors updated by posting all the disclosures made with the stock
exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.
During the year under review, there was no proceeding pending under the Insolvency
Bankruptcy Code, 2016
During the year under review, there has been no one-time settlement of Loans taken from
Banks and Financial Institutions.
Your Directors gratefully acknowledge the support given by the Customers, Dealers,
Distributors, Suppliers, Bankers, various departments of the Central and State Governments,
Local Authorities, employees and members of the Company.
Shailesh Hingarh Chetana Dasare
Place: Mumbai Managing Director Director
Date: 04.09.2024
Mar 31, 2012
The Directors have pleasure in presenting 32nd Annual Report and
Audited Accounts of your Company for year ended March 31, 2012.
OPERATIONS:
The Operation of the company have resulted in a profit of Rs.
82,04,488/- during the year ended March 31, 2012 as shown below.
FINACIAL PERFORMANCE:
Your Company's Financial Performance during the year is summarized
below.
Financial Data Results Amount in Rs.
Year ended 31st Year ended 31st
March 2012 March 2011
Profit/(loss) Before tax 1,18,56,347 (8,55,442)
Less: Provision for tax 36,51,859 -
Less: Provision for tax (Earlier Years) - 17,104
Net Profit/ (loss) after tax 82,04,488 (8,72,546)
Surplus brought from the previous year (14,78,846) 6,06,300
Surplus/ (Deficit) carried to Balance
sheet 67,25,642 (14,78,846)
DIVIDEND:
With purpose to retain profit for strengthening capital base of the
company, the Board of Directors does not recommend declaration of any
dividend for the year ended 31.03.2012
AUDITORS:
The Auditors of the Company, M/s Shankarlal Jain & Associates,
Chartered Accountants hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letter from them to
the effect that their re-appointment, if made, would be within the
prescribed limit under section 224 (1-B) of the Companies Act, 1956.
AUDITORS' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts which are
self-explanatory and therefore, do not call for any further comments.
DIRECTOR:
Mr. Harshad Dholakia, Director of the company retires at the ensuing
Annual General meeting and being eligible offers himself for
reappointment as Directors.
PARTICULARS OF EMPLOYEES:
The particulars of employees under the provision of section 217 (2A) of
Companies Act, 1956 are not given as no employees was in receipt of
remuneration exceeding Rs.60,00,000 p.a., if employed for the full year
or Rs.5,00,000 p.m if employed for the part of the year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act 1956, your
directors states that
1. While preparing Annual Accounts, the applicable accounting
standards have been followed and there are no material departures.
2. The Company has selected such accounting policies and applied them
consistently and made judgments that are responsible and prudent so as
to give true and fair view of the affairs of the company at the end of
the financial year and of the profit and loss for the period ended on
that date;
3. The Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Annual Accounts has been prepared on a going concern basis.
FOREIGN EXCHANGE
The Foreign exchange earnings during the period under consideration was
NIL and the expenditure was NIL.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
This information is required as per Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Director's Report for the year ended March 31, 2012.
Since the Company's operations involve consumption of low energy, the
company has no comments to offer as far as (a) Conservation of energy
and (b) Technology absorptions are concerned.
HUMAN RESOURCES :-
Your Company enjoys cordial relations with its employees. The key focus
of your Company is to attract, retain and develop talent. The Board
wishes to place on record its appreciation of the contributions made by
all employees ensuring high levels of performance and growth during the
year
APPRECIATION
Your Directors wish to place their gratitude and appreciation for the
devoted service of the staff of the company and would also like to
place on record their gratitude to the company's bankers for their
continuous support.
For and on behalf of the Board,
Shree Salasar Investments Limited
Vipin Hirani Harshad Dholakia
Place: Mumbai Director Director
Date: 11th August, 2012
Mar 31, 2011
DIRECTORS REPORT TO THE SHAREHOLDERS
The Directors have pleasure in submitting their 31st Annual Report
with the audited accounts for the year ended March 31, 2011.
OPERATIONS :
The operations of the company have resulted in loss of Rs. 8,72,546/-
during the year ended March 31, 2011 as shown below
Financial data results {Amount in Rupees.)
Year ended Year ended
31st March 31st March
2011 2010
Profit /(Loss) Before Tax (8,55,442) (1,69,026)
Less: Provision for Tax - 13,500
Less: Provision for Tax (earlier years) 17,104 10,26,205
Net Profit / (Loss) After Tax (8,72,546) (12,08,731)
Surplus brought from the previous 6,06,300 75,678
year
Surplus / (Deficit) Carried to Balance (14,78,846) (6,06,300)
Sheet
DIVIDEND:
There was no profit earned during the year. In view of thereof, no
dividend has been recommended by the board for the year under review.
DIRECTOR :
Mr. K. C. Dawda, Director of the Company retires at the ensuing Annual
General meeting and being eligible offers himself for reappointment as
Directors.
Mr. Vipin H. Hirani was appointed as Additional Directors by the board
on March 23, 2011 and his appointment as director liable to retire by
rotation is being sought in the ensuing Annua! General Meeting, on
being demanded by members for which necessary notices have been
received by the Company.
INVESTMENTS :
The market value of the company's investments in the shares and
securities given in the Balance Sheet is Rs.56,250/-.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
This information is required as per Section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Directors' Report for the year ended March 31 2011.
Since the Company's operations involve low consumption of energy, the
Company has no comments to offer as far as (a) conservation of energy
and (b) Technology absorptions are concerned.
FOREIGN EXCHANGE :
The Foreign exchange earnings and foreign exchange expenditure during
the period under consideration was NIL.
For and on behalf of the Board of Directors of
SHREE SALASAR INVESTMENTS LIMITED
VIPIN H. HIRANI HARSHAD DHOLAKIA
DIRECTOR DIRECTOR
PLACE : MUMBAI
DATED : AUGUST 23, 2011
Mar 31, 2010
The Directors have pleasure in submitting their 30th Annual Report
with the audited accounts for the year ended March 31, 2010.
OPERATIONS :
The operations of the company have resulted in loss of Rs. 12,08,731/-
during the year ended March 31, 2010 as shown below
Financial data results (Amount in Rupees.)
Year ended Year ended
31st March 2010 31st March 2009
Profit / (Loss) Before Tax (1,69,026) 31,606
Less: Provision for Tax 13,500 8,000
Less: Provision for Tax (earlier 10,26,205 14,868
years)
Net Profit / (Loss) After Tax (12,08,731) 8,738
Surplus brought from the 75,678 66,940
previous year
Surplus / (Deficit) Carried to (6,06,300) 75,678
Balance Sheet
DIVIDEND :
There was no profit earned during the year. In view of thereof, no
dividend has been recommended by the board for the year under review.
DIRECTOR ;
Mr. K. C. Dawda was appointed as Director in casual vacancy caused due
to death of Mr. R. K. Mansingka, Director w.e.f. February 14, 2010.
Mrs. Sarita Mansingka, Director of the Company retires at the ensuing
Annual General meeting and being eligible offers himself for
reappointment as Directors.
Mr. Harshad Dholakia was appointed as Additional Directors by the board
on August 12, 2010 and his appointment as director liable to retire by
rotation is being sought in the ensuing Annual General Meeting, on
being demanded by members for which necessary notices have been
received by the Company.
INVESTMENTS ;
The market value of the companys investments in the shares and
securities as per schedule 4 given in the Balance Sheet is Rs.2,375 /-.
Besides the company holds investments in unquoted shares of Rs.50,000
/-.
AUDITORS AND AUDITORS OBSERVATIONS ;
M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as
auditors of the Company at the ensuing Annual General Meeting and offer
themselves for reappointment.
With regard to the Auditors observations, the same have been duly
explained in the notes, hence does not require any further
clarifications.
SECRETARIAL COMPLIANCE CERTIFICATE ;
The Secretarial Compliance Certificate issued by a practicing Company
Secretary pursuant to Section 383A of the Companies Act 1956 read with
Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed 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:
i) that in the preparation of the Annual Accounts for the year ended
March 31, 2010, the applicable Accounting Standards have been followed
alongwith proper explanation relating to material departures.
ii) that the Directors had selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a fair view of the state of
affairs of the Company at the year ended March 31, 2010 and of the
profit of the Company for that period.
iii) that the Directors had 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 fraud and other irregularities.
iv) that the Directors had prepared the Annual Accounts for the year
ended March 31, 2010 on a going concern basis.
PARTICULARS OF EMPLOYEES :
The particulars of the employees under the provision of section 217
(2A) of the Companies Act, 1956 are not given as no employees was in
receipt of remuneration exceeding Rs.24,00,000/- p.a., if employed for
the full year or Rs. 2,00,000/-p.m. if employed for part of the year.
INFORMATION PURSUANT TO SECTION 217 (1) (a) :
The Company does not carry out any manufacturing activity therefore
Rule 2 of the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988, pursuant to Section 217 (1) (a) of the
Companies Act, 1956 is not applicable.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
This information is required as per Section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Directors Report for the year ended March 31, 2010.
Since the Companys operations involve low consumption of energy, the
Company has no comments to offer as far as (a) conservation of energy
and (b) Technology absorptions are concerned.
FOREIGN EXCHANGE :
The Foreign exchange earnings and foreign exchange expenditure during
the period under consideration was NIL.
For and on behalf of the Board of Directors of
SHREE SALASAR INVESTMENTS LIMITED
Sarita Mansingka K. C. Dawda
CHAIRMAN DIRECTOR
PLACE: MUMBAI
DATED: MAY 06, 2010
Mar 31, 2009
The Directors have pleasure in presenting herewith their 29th Annual
Report together with the Audited Accounts for the financial year ended
on 31st March, 2009.
FINANCIAL RESULTS:
Year ended Year ended
31st March, 2009 31st March, 2008
Profit before tax 31,606 22,854
Deduct:
Provision for tax 8,000 2,500
Provision for tax- earlier
year 14,868
Profit for the year 8,738 20,354
Surplus brought forward from
previous year 66,940 46,586
Surplus carried to
balance sheet 75,678 66,940
DIVIDEND.
In view of the nominal profit, the directors have not recommended any
dividend for the financial year ended on 31st March, 2009.
INVESTMENTS:
The market value of the companys investments in the shares and
securities as per schedule 4 given in the Balance Sheet is Rs.
8,51,663/-. Besides the company holds investments in unquoted shares of
Rs. 50,000/-.
DIRECTORS:
Shri R.K. Mansingka retires by rotation and being eligible offers
himself for re-appointment.
DIRECTORS RESPONSIBILITY:
Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors
confirm that:
(i) in the preparation of the annual accounts the applicable accounting
standards has been followed
(ii) they had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the affairs of the
company as on 31st March, 2009 and of the profit of the company for the
year ended on 31st March, 2009
(iii) they has 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 he company and for
preventing and detecting fraud and other irregularities
(iv) they had prepared the accounts on a "going concern basis".
TECHNOLOGY ABSORPTION. RESEARCH & DEVELOPMENT:
Since the company is not involved in manufacturing activity, the
information as required under Section 217(l)(e) of the Companies Act,
1956 is not furnished. Likewise the question of environment and
pollution control does not arise.
FOREIGN EXCHANGE:
There was no foreign exchange earning nor any foreign exchange
outgoings as such during the year under report.
PARTICULARS OF EMPLOYEES:
The company has no employee of the category specified under section
217(2A) of the Companies Act, 1956.
AUDITORS:
The Auditors M/s. Shankerlal Jain & Associates retire at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
R.K. Mansingka
Place: Mumbai Chairman
Date: 31/7/2009
Mar 31, 2008
The Directors'' have pleasure in presenting herewith their 28th
Annual Report together with the Audited Accounts for the financial year
ended on 31st March, 2008.
ELMAN.CIALHHSyi.IS:
Year ended Year ended
31st March 2008 31st March 2007
Profit before Tax 22,854 12,924
Deduct
Provision for lax 2.500 2.500
Profit for the year 20,354 10.424
The profit of Rs,20,354/- has been carried to balance sheet and thus an
accumulated surplus of Rs 66.940/- appear in the balance sheet
DIVIDEND:
In view of the nominal profit the Directors have not recommended any
dividend for the financial year ended on 31st March. 2008
INVESTMENTS
The market value of the company''s investments in the share and
securities as per Schedule 4 given in the Balance Sheet in
Rs.8,51,663/- Besides the company holds investments in unquoted shares
of Rs 50,000/-
Shri M.P. Munsinghka resigned as a chairman and director of the company
with Offer from 12/1/2008
Smt Sarita Mansingka was appointed as an additional director of the
company with collect from 5/1/2008 and thus she shall hold the office of
the director nil the ensuing annual general meeting The company has
received a notice U/s 257 along with the deposit of Rs 500/- from a
member of the company proposing her candidature for the post of the
director, liable to retire by rotation
Mr P K Murarka incites by rotation and being eligible otters himself
for re-appointment
Pursuant to Section 217(2AA) of the Companies Act. 1956 your directors
confirm that
(i) in the preparation of the annual accounts the applicable accounting
standards have been followed
(ii) they had selected such accounting policies and applied them
consistently and made judgments and estimates that ate reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as on 31st March. 200X and of the profit of the company for
the year ended on 31st March. 2008
(iii) they had taken proper and sufficient circlers 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) they had prepared the accounts ongoing concern busts
TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT
Since the company is not a manufacturing company, the information as
required under section 217(1) (c) of the Companies Act. 1956 is not
furnished Likewise the question of environment and pollution control
does not arise
PARTICULARS OF EMPLOYEES
The company had no employee of the category specified under section 217
(2A) of the Companies Act, 1956
AUDITORS
The Auditors. M/''s Shankarlal Jain & Associates retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment.
Place: Mumbai FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Date: 05/07/2008
R.K.Mansingka
Chairman
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