<dhhead>DIRECTORS’ REPORT</dhhead>
To
The Members of
S & T Corporation Limited L51900MH1984PLC033178
Your Directors’ are pleased to present the 39th Annual Report
together with audited financial statements of the Company for the Financial year ended on
March 31, 2023.
FINANCIAL HIGHLIGHTS
The Financial performance of your Company for the year ended March 31,
2023 is summarized below:
(Amount in Rs.in Lakhs)
| Particulars |
31.03.2023 |
31.03.2022 |
| Operating Revenue |
49.11 |
98.80 |
| Other Income |
5.18 |
0.12 |
| Total Revenue |
54.29 |
98.92 |
| Total Expenses |
(41.39) |
(30.91) |
| Profit before tax |
12.90 |
68.01 |
| Tax Expenses |
- |
- |
| Net Profit after Tax |
12.90 |
68.01 |
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which affect the financial
position of the Company.
REVIEW OF OPERATIONS & STATE OF AFFAIRS
Consequent to alteration of Main Object Clause as approved by the
Shareholders vide Special Resolution passed on August 5, 2022, your Company is primarily
engaged in Real Estate Development business. Currently your Company is in advance stage of
taking few redevelopment projects in Maharashtra.
During FY 22-23 Operating Revenue of the Company was Rs. 49.11 Lakhs as
against Rs.98.80 Lakhs in the previous year. Operations during the year resulted in Net
Profit (before tax) of Rs.
12.90 Lakhs against Rs.68.01 Lakhs in the previous year.
TRANSFER TO RESERVES & DIVIDEND
During the year under review, there was no amount transferred to
General Reserves. Further in
order to conserve resources your Directors don’t recommend any
dividend for FY 2022-23.
ALTERATION OF SHARE CAPITAL CLAUSE – SUB-DIVISION
During the year, in pursuance of Special Resolution passed by
Shareholder on 3rd December 2022, the face value of Equity Shares of the Company was
Sub-divided from Rs.10 to Rs.2 per share with effect from Record Date of 16th December
2022. Consequently, the Listed Capital of the Company i.e. Rs.6,33,62,410/- was revised
from 63,66,241 Equity Shares of Rs. 10 each to 3,18,31,205 Equity Shares Rs. 2 (Two) each.
Upon issuance of New ISIN viz INE110Q01023 (for Rs. 2 shares) by Depository and Execution
of Corporate Action on 17th December 2022, the revised number of Equity Shares i.e.
3,18,31,205 Equity Shares of Rs. 2 of the Company were listed on BSE w.e.f. 17th December
2022. There are no other changes in the Share Capital of the Company during the year under
review.
ALTERATION OF OBJECT CLAUSE
During the year, Shareholders of the Company had vide special
resolution passed on August 5, 2022 approved alteration in Main object clause, to enable
the Company to explore business opportunities in the field of construction and real estate
re-development as Builder and/or Developer and/or Consultant and/or Contractor etc. The
said alteration of Main Object Clause was taken on record by the Registrar of Companies,
Mumbai by issuance of a Certificate of Registration of Special Resolution confirming
alteration of Object Clause dated 25th August 2022.
ALTERATION OF ARTICLE OF ASSOCIATION
During the year under review, Shareholder of the Company had vide
Special resolution passed on August 5, 2022 approved alteration of Article of Association
of the Company, to align the same with Companies Act, 2013.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) the Corporate
Governance provisions as specified in Regulations 17 to 27, Regulation 46(2)(b) to (i) and
(t) and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the
Company. However relevant disclosures in connection with the Corporate Governance
Provisions are appropriately included in this report. Management Discussions and Analysis
Report is annexed to this report as Annexure D.
DIRECTORS AND KEY MANGERIAL PERSONNEL
As of March 31, 2023, your Board comprised of 7 Directors including
three (3) Executive Directors and four (4) Independent Directors. The constitution of
Board, as mentioned herein is in compliance with the requirements of Companies Act, 2013
and SEBI Listing Regulations:
| Sr |
Name of Directors |
Designation |
Shareholding in
Company |
No. of Shares |
% of Capital |
| 1 |
Ajay Surendra Savai |
Managing Director |
50,94,355 |
16.00 |
| 2 |
Dhaval Ajay Savai |
Executive Director & CFO |
33,17,300 |
10.42 |
| 3 |
Trishana Ajay Savai |
Executive Director |
39,12,500 |
12.29 |
| 4 |
Tejas H. Shah |
Independent Director |
9,930 |
0.031 |
| 5 |
Pramit Shah |
Independent Director |
- |
- |
| 6 |
Nipun K. Zaveri |
Independent Director |
- |
- |
| 7 |
Ketan Shah |
Independent Director |
- |
- |
None of the Directors of the Company are Director in any other Listed
entities or Member / Chairperson of any statutory Board Committees of other Listed
entities.
As at March 31, 2023, Ms. Deepika Jagdale was Key Managerial Personnel
in the category of Company Secretary.
During the year under review:
- Mr. Bhaven Bakhai (DIN:06805962) resigned as an Independent Director w.e.f. December 09,
2022, due to personal reasons and pre-occupation. Mr. Bhaven Bakhai had in his resignation
letter confirmed that there no other material reason for his resignation;
- Mr. Ketan Shah (DIN: 03338785) was appointed as Additional Director in the category of
Independent Directors w.e.f. March 23, 2023, by the Board of the Directors based on
recommendations of the Nomination and Remuneration Committee and confirmation from Mr.
Ketan Shah that he is eligible to the appointed as an Independent Director as per Section
149 of the Companies Act, 2013 and SEBI Listing Regulations. A proposal seeking
Shareholders approval for appointment of Mr. Ketan Shah as Independent Director, not
liable to retire by rotation for a period of 5 years w.e.f. March 23, 2023 forms part of
the Notice of ensuing Annual General Meeting. Your Board recommends the said proposal for
approval of the Shareholders;
- Shareholders of the Company had vide Special resolution(s) passed on December 3, 2022,
approved re-appointment of (i) Mr. Ajay Savai as Managing Director for a period of 5 years
w.e.f. 31st October 2022; (ii) Mr. Dhaval Savai as Executive Director
Finance & CFO for a period of 5 years w.e.f. 28th September 2022 and (iii) Ms Trishana
Saval as Executive Director of the Company for a period of 5 years w.e.f. 28th September
2022; and
- Ms. Kinjal Parkhiya resigned as Company Secretary of the Company w.e.f September 15,
2022, and Ms. Deepika Jagdale an Associate Member of the Institute of Company Secretaries
of India (ACS 65539) was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. September 30, 2022.
Notice of ensuing Annual General Meeting includes proposals for
re-appointment of Mr. Nipun Zaveri (DIN: 03184387) and Mr. Pramit Shah (DIN:01960991) as
Independent Directors of the Company for second term of 5 years with effect from February
29, 2024. Mr. Nipun Zaveri and Mr. Pramit Shah have consented to, and confirm their
eligibility to, continue as Independent Directors of the Company pursuant to Section 149
of the Companies Act, 2013 and SEBI Listing Regulations. Your Board and the Nomination and
Remuneration Committee of the Board, recommends the Special Resolutions for re-appointment
of these Independent Directors for approval of the Shareholders.
Further, pursuant to Section 152 of Companies Act, 2013, Mr. Dhaval
Savai is due to retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment. Your Board recommend his re-appointment for
approval of Shareholders. Mr. Dhaval Savai does not suffer from any disqualification as
prescribed u/s. 164 of the Companies Act, 2013 from being re-appointed as Director of the
Company liable to retire by rotation.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act and Regulation 25
of SEBI Listing Regulations, the Independent Directors have submitted annual declarations
confirming that they are eligible to continue as Independent Director(s) of the Company.
Your Board confirms that the Independent Directors fulfill the condition specified in SEBI
Listing Regulations and are independent of Management.
Based on disclosures and confirmations provided by all Directors, your
Board confirms that none of the Directors of the Company are disqualified to act/continue
as Directors of the Company. The certificate of non-disqualification of directors from the
Secretarial Auditor forming part of this Annual report and annexed as Annexure E
Except for Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai,
Directors who are inter se
related, no other Directors of the Company are related inter se.
NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS
During FY 22-23, your Board of Directors met 8 (Eight) times on 21st
April 2022, 18th June 2022, 13th August 2022, 12th September 2022, 19th October 2022, 24th
November 2022, 2nd February 2023 and 23rd March 2023. Details of attendance of Directors
at the Board Meeting and at the Annual General Meeting and Extra-ordinary General Meeting
held during FY 2022-23 is as mentioned herein:
Attendance in Board Meeting
| Name |
21.04.22 |
18.06.22 |
13.08.22 |
12.09.22 |
19.10.22 |
24.11.22 |
02.02.23 |
23.03.23 |
| Ajay Savai |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Dhaval Savai |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Trishana Savai |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Tejas Shah |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Pramit Shah |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Nipun Zaveri |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Bhaveen Bakhai |
No |
Yes |
No |
Yes |
Yes |
No |
Yes |
NA |
| Ketan Shah |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
Attendance at General Meetings
| Name |
AGM held on 05.08.22 |
EGM held on 03.12.22 |
| Ajay Savai |
Yes |
Yes |
| Dhaval Savai |
Yes |
Yes |
| Trishana Savai |
Yes |
Yes |
| Tejas Shah |
Yes |
Yes |
| Pramit Shah |
Yes |
Yes |
| Nipun Zaveri |
Yes |
Yes |
| Bhaveen Bakhai |
Yes |
No |
| Ketan Shah |
NA |
NA |
PERFORMANCE EVALUATION
During the year under review, as per Schedule IV of the Companies Act,
2013 and SEBI Listing Regulations, the Independent Directors of the Company, in a separate
meeting held on April 21, 2022 without the presence of other Directors and Management had
evaluated the performance of Board, Board Committees, Executive Directors and the flow of
information between the Company and Board. The performance of Independent Directors was
evaluated by the Board at the Meeting held on April 21, 2022. The evaluation process was
based on set criteria which inter alia included attendance at the meetings,
participation of directors etc.
BOARD COMMITTEES
Audit Committee
As at March 31, 2023, the Audit Committee constituted as per Section
177 of the Companies Act, 2013 comprised of four (4) Directors including three (3)
Independent Directors and one (1) Executive Director. During the year under review, the
Audit Committee met five (5) times on 21st April 2022, 18th June 2022, 13th August 2022,
19th October 2022 and 2nd February 2023.
The composition of the Audit Committee (including changes during the
year) and particulars of attendance by the members at the meetings of the Audit Committee
held in FY 2022-23 are given below:
| Name |
Category of Director |
Number of Meeting |
Held |
Attended |
| Nipun Zaveri, Chairman |
Independent Director |
5 |
5 |
| Tejas Shah |
Independent Director |
5 |
5 |
| Dhaval Savai |
Executive Director |
5 |
5 |
| Ketan Shah |
Independent Director |
NA |
NA |
# Appointed w.e.f. March 23, 2023
Scope and Terms of reference of Audit Committee is as per Listing
regulation and Section 177 of Companies Act, 2013 and broadly includes:
- recommendation of appointment, remuneration, other terms Statutory / Internal Auditors
and discussion with internal auditors of any significant findings and follow up there on;
- review and monitor auditor’s independent and performance, and effectiveness of the
audit
process;
- reviewing with the management, the quarterly/half yearly/yearly financial statements
before submission to the board for approval;
- oversight of Company’s financial reporting process and reviewing disclosures to
ensure that
the financial statement is correct, sufficient and credible
- approval or any subsequent modification of transactions proposed to be entered into with
related parties;
- scrutiny of inter-corporate loans and investments
- valuation of undertakings or assets of the entity, wherever it is necessary;
- evaluation of internal financial controls and risk management systems;
- to review the functioning of the whistle blower mechanism;
- approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;
Nomination and Remuneration Committee
As at March 31, 2023, the Nomination and Remuneration Committee
constituted as per Section 178 of the Companies Act, 2013 comprised of three (3)
Independent Directors. During the year under review, the Committee met three (3) times on
12th September 2022, 19th October 2022 and 23rd March 2023
The composition of the Nomination and Remuneration Committee (including
changes during the year) and particulars of attendance by the members at the Committee
meetings held in FY 2022-23 are given below:
| Name |
Category of Director |
Number of Meeting |
|
|
Held |
Attended |
| Nipun Zaveri |
Independent Director |
3 |
3 |
| Tejas Shah, Chairman |
Independent Director |
3 |
3 |
| Bhaven Bakhai# |
Independent Director |
2 |
2 |
| Ketan Shah$ |
Independent Director |
NA |
NA |
# Resigned as Director w.e.f. December 09, 2022
$ Appointed w.e.f. March 23, 2023
The Scope and Terms of reference of Nomination and Remuneration
Committee is as per Listing regulation and Section 178 of Companies Act, 2013 broadly
includes:
- formulation of criteria for evaluation of performance of independent directors and the
Board of directors;
- devising a policy on diversity of Board of Directors;
- identifying and recommending persons who are qualified to become directors and who may
be appointed in senior management;
- specify criteria for effective evaluation of the performance of the Board, Board
Committees and Directors;
- to recommend to Board a policy, relating to remuneration for the director, key
managerial personnel and other employee;
- to determine remuneration to directors, key managerial personnel and senior management
STAKEHOLDERS RELATIONSHIP COMMITTEE
As at March 31, 2023, the Stakeholders Relationship Committee
constituted as per Section 178 of the Companies Act, 2013 comprised of four (4) Directors,
including three (3) Independent Directors and one (1) Executive Director. During the year
under review, the Committee met once on October 19, 2022. The composition of the Committee
(including changes during the year) and particulars of attendance by the members at the
Committee meetings held in FY 2022- 23 are given below:
| Name |
Category of Director |
Number of Meeting |
Held |
Attended |
| Parmit Shah, Chairman |
Independent Director |
1 |
1 |
| Nipun Zaveri |
Independent Director |
1 |
1 |
| Mr. Ajay Savai |
Managing Director |
1 |
1 |
| Ketan Shah# |
Independent Director |
|
|
#Appointed w.e.f. March 23, 2023
Terms or reference and role of Stakeholder Relationship Committee as
per Listing regulation and Section 178 of Companies Act, 2013 broadly includes:
- resolving grievances of security holders including complaints related to transfer
/transmission, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc;
- review of measures taken for effective exercise of voting rights by shareholders;
- Review of adherence to the service standards adopted by the Registrar & Share
Transfer Agent in connection with various services being rendered by it to the Company;
Your Board confirms that all the recommendations of the Board
Committees, wherever applicable, were accepted by the Board during the year under review.
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 mandating inter alia for
constitution of Corporate Social Responsibility (CSR) Committee or approving CSR policy or
making CSR contributions are not applicable to the Company as the Company does not meet
the threshold prescribed under the said provisions.
POLICIES
Code of Conduct
The Board of Directors has adopted Code of Conduct for the Directors
and Senior Management. The said Code has been communicated to all the Directors and
Members of Senior Management and they have affirmed their compliance with the Code of
Conduct as approved and adopted by the Board of Directors. A declaration to the effect
that the Directors and Senior Managerial Personnel have adhered to the same, signed by the
Managing Director of the Company, is as mentioned herein. Copy of the Code has been
uploaded on the Company’s website at https://www.stcl.co.in/assets/pdf/Code%20Of%20Conduct_Board%20of%20Directors%20&
%20Senior%20Personnel.pdf
DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
I confirm that the Company has obtained from all Directors and Senior
Management Personnel of the Company their affirmation of compliance with the Code of
Conduct for Members of the Board and Senior Management of the Company for the financial
year ended March 31, 2023.
Familiarisation Programme for Independent Directors
Mr. Ajay Savai Managing Director DIN: 01791689
Independent Directors are familiarized with their roles, rights and
responsibilities at the time of their appointment as Directors and regular updates are
provided to the Board /Board Committees during the meeting for consideration of periodic
financial results. The details of familiarization program can be viewed on Company’s
website at http://www.stcl.co.in/assets/pdf/familiarisation-programme.pdf
Whistle Blower & Vigil Mechanism Policy
The Board of Directors had adopted the Whistle Blower and Vigil
Mechanism policy to deal with instances of fraud and mismanagement, if any. Copy of the
Policy is available in Investor section of the Company website at https://www.stcl.co.in/assets/pdf/whistleblower-policy.pdf.
The policy has been functioning effectively and no Personnel was denied
access to the Audit Committee.
Policy on Related Party Transaction
All related party transactions entered into during the year were
approved by the Audit Committee and/or Shareholders wherever application. The Company has
adopted the Policy on Related Party Transactions in line with the requirement of Act and
Listing Regulations, as amended from time to time, which is available on the website of
the Company at https://www.stcl.co.in/assets/pdf/policy-related-party-transactions.pdf.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large.
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under
review with related party(ies) were in ordinary course of business and on arm’s
length terms. The particulars of contract or arrangement with related parties referred to
sub section 188(1) in Form AOC-2 is annexed to this report as Annexure A
Policy on Directors’ appointment and remuneration and other
details
The Companies policy on appointment of Directors is available on
website of the Company at https://www.stcl.co.in/assets/pdf/policy-criteria-procedure-for-appointment-and-
evaluation-of-performance.pdf
Policy on Documents Preservation
The details of policy can be viewed at https://www.stcl.co.in/assets/pdf/preservation-of-
documents-and-archival-policy.pdf
Insider Trading Code
Copy of Insider Trading Code as required under SEBI (Prohibition of
Insider Trading) Regulations is available on Company’s website at https://www.stcl.co.in/assets/pdf/Insider%20Trading%20Code.pdf.
Policy for determination of materiality of event of information
The objective of this Policy is to assist the employees of the Company
in identifying potential material events or information in an objective manner that may
originate at the ground level which can be promptly escalated and reported to the
authorised Key Managerial Personnel or other officers of the Company, as specified in this
Policy, for determining the materiality of the said event or information and for making
necessary disclosure to the BSE Limited. The details of policy available in Investor
section on the website of the Company at https://www.stcl.co.in/assets/pdf/Poilicy%20for%20determination%20of%20Materality%20o
f%20Events%20or%20Information.pdf
Fair disclosure policy
Code of practices and procedures for Fair Disclosure of unpublished
price sensitive information (UPSI) which would be followed by the Company for disclosure
of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers,
directors and the persons authorised to speak on behalf of the Company. The details of
fair disclosure of policy can be viewed at www.stcl.co.in/assets/pdf/Policy%20On%20Fair%20Disclosure.pdf
STATUTORY AUDITORS
At the 38th Annual General Meeting held on August 5, 2022, Shareholders
had approved appointment of M/s. JPMK & Company Chartered Accountants (Firm Reg No.
124193W), as Statutory Auditors of the Company to hold such office until the conclusion of
43rd Annual General Meeting to be held in the year 2026. The Company has received
certificate of eligibility from M/s JPMK & Company in accordance with the provisions
of the Companies Act, 2013 read with rules thereunder and a confirmation that they
continue to hold valid Peer Review Certificate as required under Listing Regulations.
The Statutory Audit report for FY 2022-23 forming part of this Annual
report issued by M/s. JPMK & Company, Chartered Accountants, does not include any
qualification or observation.
During the year under review, the Statutory Auditors have not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, the Secretarial
Audit for FY 2022-23 was carried out by M/s. M P Sanghavi & Associates LLP, Company
Secretaries (Firm Reg No. L2020MH007000) a Peer reviewed Firm. The report from the
Secretarial Auditor forming part of this Annual report and annexed as Annexure B,
includes qualifications. The details of qualification and response thereto is as follows:
Qualification: Audited Financial Statements of the Company for the year
ended March 31, 2022 was not in accordance with Schedule III as amended vide notification
no. G.S.R. 207(E) dated March 24, 2021. Further the Financial Statements was not signed by
the Company Secretary resulting in violation of Section 134 of the Companies Act, 2013
Response: While relevant accounting standards have been followed, the
financial statements were inadvertently prepared in amount in Rs. and certain disclosures
required under revised Schedule III which were not applicable to the Company have not been
included in the Notes to Account.
Qualification: Non-filing of DPT-3 for the year ended March 31, 2022,
for reporting of Unsecured Loans taken from Directors
Response: This was inadvertently missed out.
Qualification - 100% Shareholding of Promoter and Promoter Group not
held in Demat mode, as one of the Shareholder M/s. Aster Text India Pvt Ltd, who has been
declared as Promoter with nominal shareholding in the Shareholding Pattern holds shares in
Physical mode, resulting in non-compliance of Regulation 31(2) of Listing Regulations. As
informed by the Company to BSE, the promoters are unaware of the said shareholder who
continues to be reported as Promoter erroneously in the Shareholding Pattern.
Response: Aster Text India Pvt Ltd has been shown as Promoter in the
shareholding Pattern since past few years. However, the said entity is not related to the
Promoter / Promoter group. Further since the said entity is not contactable, their
shareholding continues to be in physical mode.
Qualification: The Structured Digital Database of Designated Persons /
Insiders was maintained by the Company in Excel format till November 15, 2022, subsequent
to which a Software was procured, resulting in non-compliance of Regulation 3(5) of SEBI
(Prohibition of Insider Trading) Regulation, 2015 till November 15, 2022. Further
Certificate on compliance of Structured Digital Database for the quarter ended June 30,
2022, was not available for verification.
Response: Considering the fact that the Company did not have any
business operations and there were no employees / designated persons, other than
Promoters, the Structured Digital Database was maintained in Excel and details of
Promoters / Directors were updated with RTA & Depositories. However, in compliance
with the regulatory requirements, a Software complying with regulatory requirement was
procured and installed since November 15, 2022. SDD Certificate as advised by BSE via
email was inadvertently missed out for quarter ended June 30, 2022 as since the Company
Secretary at that point in time same was not filed at a later date.
COST AUDIT & INTERNAL AUDIT
The requirement of maintenance of Cost Records or appointment of Cost
Auditor is not applicable to the Company. Further, the Chief Financial officer of the
Company has been designated as Internal Auditor in compliance with the requirements of
Section 138 of the Companies Act, 2013.
DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company. There was no acquisition or divestment during the year. However, during the year
your Company had on December 9, 2022 established a Limited Liability Partnership in the
name of Ssavai-Smart Abodes LLP (LLP) with initial capital of Rs.1,00,000/-wherein 95%
stake will be held by the Company. As at March 31, 2023, no investment was made in the
said LLP.
ANNUAL RETURN
Draft of Annual Return of the Company for the year ended March 31, 2023
has been uploaded on website of the Company and can be viewed on www.stcl.co.in.
DEPOSITS
The Company has neither accepted nor renewed any public deposits under
Chapter V of the Act and the rules made thereunder.
LOAN GUARANTEE & INVESTMENT
Details of Loans, Guarantees and Investments pursuant to the provisions
of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules,
2014, are given in the Notes to the Financial Statements. Relevant details are as
mentioned herein:
(Rs in Lakhs)
| Particulars |
As on 31.03.23 |
As on 31.03.22 |
| Investments in Partnership Firms |
|
|
| Rajyog Enterprise |
0.27 |
0.27 |
| Rajyog Realtors |
0.38 |
0.38 |
| Rajyog Construction |
0.02 |
0.02 |
| Loans to Related Parties – Partnership
Firms |
|
|
| Rajyog Construction |
3.47 |
3.47 |
| Rajyog Realtors |
753.28 |
753.28 |
| Rajyog Enterprise |
209.72 |
497.28 |
| Victory Realtors |
6.50 |
6.50 |
INTERNAL FINANCIAL CONTROL
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Statutory Auditors and the
Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEM
Adequate internal control systems commensurate with the nature of the
Company’s business, size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations. Internal control systems are designed to ensure that all assets and
resources are acquired economically, used efficiently and adequately protected.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively
PARTICULARS OF EMPLOYEES
There were four (4) employees in the Company as at March 31, 2023. None
of the employees draw remuneration in excess of limits prescribed under section 197 of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Remuneration Managerial Personnel) Rules, 2014. The information required under the
provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
report as Annexure C
RISK MANAGEMENT
The Board of Directors of the Company has put in place process for
managing risk which aims
at enhancing shareholders’ value and providing an optimum
risk-reward tradeoff.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013.
Your Company has zero tolerance towards sexual harassment at workplace
and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no
complaint on sexual harassment during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS
There was no order passed by any regulator or court or tribunal, which
impacts the going concern status of the Company or will have bearing on companys
operations in future. There are no proceedings initiated by or against the company under
the Insolvency and Bankruptcy Code, 2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Considering the current scale of business operations and industry in
which your Company operates, the information in connection with Conservation of Entergy
& Technology Absorption as mentioned herein is Nil/Not Applicable.
| i) |
the steps taken or impact on
conservation of energy |
Nil |
| ii) |
the steps taken by the company
for utilizing alternate sources of energy; |
Nil |
| iii) |
the capital investment on energy
conservation equipment |
Nil |
- Technology absorption-
| i) |
the efforts made towards
technology absorption; |
Nil |
| ii) |
the benefits derived like
product improvement, cost reduction, product
development or import substitution; |
Nil |
| iii) |
in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year)
viz (a) the details of technology
imported; (b) the year of import; (c) whether the technology been fully |
Nil |
|
absorbed; (d) if not fully
absorbed, areas were absorption; has not taken place,
and the reasons thereof; and |
|
| iv) |
the expenditure incurred on
Research and Development. |
Nil |
There were no foreign exchange earnings or out go during the year.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5)
of the Act, with respect to Directors’ Responsibility Statement, the Directors of
your Company hereby state and confirm that:
- in the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
- 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 financial year and of the
profit of the Company for that period;
- the Directors have 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;
- the Directors have prepared the annual accounts on a going concern basis;
- the Directors, have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively;
- 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.
ACKNOWLEDGEMENTS:
Your Board places on record its sincere thanks to bankers, associates,
consultants and Government Authorities for their continued support. Your Board also
acknowledge the support and confidence reposed by the Shareholders of the Company.
By Order of the Board of Directors
For S & T CORPORATION LIMITED
Ajay Savai Dhaval Savai
Managing Director Executive Director & CFO
DIN: 01791689 DIN: 07003711
Place: Mumbai Date:11.07.2023
+91-9892691696
