Dear Members,
The Directors are pleased to present the 76th Annual Report of the Company
along with the audited financial statements for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
( in lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
- |
- |
| Total Income |
133.93 |
0.72 |
| Finance Costs |
- |
- |
| Depreciation and Amortisation Expense |
0.48 |
0.65 |
| Profit / (Loss) before tax |
(30.57) |
(36.18) |
| Tax Expenses |
- |
- |
| (Loss) for the year |
(30.57) |
(36.18) |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
The Companys real estate residential project at Hyderabad was completed in 2018 and
therefore there was no revenue from operations during financial year 2022-23 and 2021-22.
The net loss of the company was 30.57 lakhs in financial year 2022-23 as against a loss of
36.18 lakhs in the financial year 2021-22.
The Company does not have any ongoing project and it is evaluating various other
business opportunities in the real estate space.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review. No
amount is proposed to be transferred to reserves during the year.
SHARE CAPITAL
ANNUAL RETURN
Pursuant to Section 92(3) of the "Companies Act, 2013" (the "Act")
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return
of the Company for the year ended on March 31, 2023 is available on the Companys website
at www.sanathnagar.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Appointments
Mr. Manesh Jhunjhunwala was appointed as Non-Executive Director of the Company by the
Board, based on the recommendation of the Nomination and Remuneration Committee (NRC)
w.e.f July 22, 2022, Mr. Jinesh Shah and Ms. Ritika Bhalla were appointed as Independent
Directors of the Company by the Board, based on the recommendation of the NRC, for a
period of five years w.e.f July 22, 2022, Their appointments were approved by the
shareholders at the 75th Annual General Meeting of the Company held on
September 30, 2022.
Mr. Govind Jaju was appointed as Non-Executive Director of the Company by the Board,
based on the recommendation of the NRC w.e.f July 12 2023. Necessary resolution for his
appointment form part of the accompanying notice of the Annual General meeting.
Cessation
Mr. Bhushan Shah and Mr. Vinod Shah ceased to be Directors w.e.f. July 22, 2022 and
August 29, 2022 respectively. Mr Manesh Jhunjhunwala ceased to be a Director w.e.f. July
12 2023. The Board places on record the appreciation for the services rendered by them
during their tenure as directors.
Retiring by rotation
Ms. Sanjyot Rangnekar, retires by rotation and being eligible offers herself for
re-appointment. Necessary resolution for her re-appointment are included in the
accompanying notice of the Annual General Meeting.
Declarations / confirmations by directors
1. The Company has received declarations from all Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
section 149 of the Act and the Listing Regulations and that they are not aware of any
circumstance or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties.
2. The Independent Directors have also confirmed that they have complied with the
Companys Code of Conduct.
3. None of the Non-Executive Directors had any pecuniary relationship or transaction
with the Company which could potentially conflict with the interests of the Company at
large.
Key Managerial Personnel
Mr Hitesh Marthak resigned as Company Secretary & Compliance Officer Compliance
Officer and Mr Shashank Nagar (ACS 50668) was appointed as Company Secretary &
Compliance Officer w.e.fand July 13, 2023 respectively. The Board places on record its
appreciation for the services rendered by Mr. Hitesh Marthak during his tenure as Company
Secretary and Compliance Officer.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company as on the date of this report:
Mr. Martin Godard, Manager
Mr. Kiran Kokare, Chief Financial Officer
Mr. Shashank Nagar, Company Secretary and Compliance Officer
BOARD AND BOARD MEETINGS
The Board has an optimum combination of Executive and Non-Executive Directors including
a woman director and conforms to the provisions of the Act and Listing Regulations. As on
March 31, 2023, the Board comprised four Directors, out of which two are Non-Executive Non
Independent Directors and two are Non- Executive Independent Directors. There is one woman
independent director on the Board. The composition of the Board of the Company as on March
31, 2023 was as under:-
Sr. No. |
Name of Director(s) |
Category of Directorship |
| 1. |
Ms. Sanjyot Rangnekar |
Non-Independent, Non-Executive |
| 2. |
Mr. Manesh Jhunjhunwala1 |
Non-Independent, Non-Executive |
| 3. |
Mr. Jinesh Shah2 |
Independent, Non-Executive |
| 4. |
Ms. Ritika Bhalla2 |
Independent, Non-Executive |
Notes:
1. Appointed w.e.f July 22, 2022 and ceased w.e.f July 12, 2023.
2. Appointed w.e.f July 22, 2022
Meetings of the Board
The Board met six times during the financial year ended March 31, 2023; on April 14,
2022, July 12, 2022, July 22, 2022, August 29, 2022, October 12, 2022 and January 11,
2023. The gap between two meetings did not exceed the period stipulated in the Act and the
Secretarial Standards.
The details of Board Meetings held and attendance of the Directors is given hereunder:
Sr. No |
Name of the Director |
Number of Meetings which director was entitled to attend |
Number of Meetings attended |
| 1. |
Mr. Manesh Jhunjhunwala1 |
5 |
5 |
| 2. |
Ms. Sanjyot Rangnekar |
6 |
6 |
| 3. |
Ms. Ritika Bhalla2 |
5 |
5 |
| 4. |
Mr. Jinesh Shah2 |
5 |
5 |
Notes:
1. Appointed w.e.f July 22, 2022 and ceased w.e.f July 12, 2023.
2. Appointed w.e.f July 22, 2022
Independent Directors Meeting
In compliance with Schedule IV to the Act (Code for Independent Directors) and the
Listing Regulations, the Independent Directors of the Company met separately on March 21,
2023.
BOARD COMMITTEES
The Board has constituted three committees as on March 31, 2023.
Audit Committee
As on March 31, 2023, the Audit Committee comprised Ms. Ritika Bhalla, Chairperson and
Mr. Jinesh Shah both independent directors and Ms. Sanjyot Rangnekar non-executive and
non-independent Director. All Members of the Committee have relevant experience in
financial matters. Senior executives are invited to participate in the meetings of the
Committee as and when necessary. The Manager and the Chief Financial Officer are invitees
to the meetings and the Company Secretary acts as the Secretary to the Committee. The
terms of reference of the Audit Committee are in line with the provisions of Section 177
of the Act and the Listing Regulations.
The Audit Committee met four times during the year; on April 14, 2022, July 12, 2022,
October 12, 2022 and January 11, 2023.
|
No of meetings entitled to attend |
No of meetings attended |
| Ms. Sanjyot Rangnekar |
4 |
4 |
| Mr. Bhushan Shah1 |
2 |
2 |
| Mr. Vinod Shah2 |
2 |
2 |
| Mr. Jinesh Shah3 |
2 |
2 |
| Ms. Ritika Bhalla3 |
2 |
2 |
Notes:
1. Ceased to be as director w.e.f July 22, 2022
2. Ceased to be as director w.e.f August 29, 2022
3. Appointed as directors w.e.f July 22, 2022
Nomination & Remuneration Committee
As on March 31, 2023, the Nomination & Remuneration Committee comprised Ms. Ritika
Bhalla, Chairperson and Mr. Jinesh Shah both independent directors and Ms. Sanjyot
Rangnekar non-executive and non-independent Director. The terms of reference of the
Committee are in line with the provisions of Section 178 of the Act and the Listing
Regulations. The Committee met once during the year; on July 22, 2022.
|
No of meetings entitled to attend |
No of meetings attended |
| Ms. Sanjyot Rangnekar |
1 |
1 |
| Mr. Bhushan Shah1 |
1 |
1 |
| Mr. Vinod Shah2 |
1 |
1 |
Notes:
1. Ceased to be as director w.e.f July 22, 2022
2. Ceased to be as director w.e.f August 29, 2022
Stakeholders Relationship Committee
As on March 31, 2023, the Stakeholders Relationship Committee comprised Ms. Sanjyot
Rangnekar, Chairperson and Mr. Jinesh Shah and Ms. Ritika Bhalla, both independent
directors. The Committee met thrice during the year; on April 14, 2022, July 12, 2022 and
January 11, 2023.
|
No of meetings entitled to attend |
No of meetings attended |
| Ms. Sanjyot Rangnekar |
3 |
3 |
| Mr Bhushan Shah 1 |
2 |
2 |
| Mr Vinod Shah 2 |
2 |
2 |
| Mr Jinesh Shah 3 |
1 |
1 |
| Ms Ritika Bhalla 3 |
1 |
1 |
Notes:
1. Ceased to be as director w.e.f July 22, 2022
2. Ceased to be as director w.e.f August 29, 2022
3. Appointed as directors w.e.f July 22, 2022
BOARD EVALUATION
The Board carried out an annual evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of the Act and the Listing
regulations. Performance of the board was evaluated after seeking inputs from all the
directors on the basis of criteria such as board composition and structure, effectiveness
of board processes, information and functioning, etc. The performance of the committees
was evaluated by the Board after seeking inputs from the committee members. The Board and
the NRC reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent
directors, Chairperson and the board as a whole was evaluated, taking into account the
views of the directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with
Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating
the criteria for determining qualifications, positive attributes and independence of a
Director. The NRC is also responsible for recommending to the Board, a policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. In line with this
requirement, the Board has adopted a Nomination and Remuneration Policy which is available
on the Companys website at http://www.sanathnagar.in/. Salient features of the Policy are
reproduced in Annexure I to this Report.
AUDITORS & AUDITORS REPORTS
Statutory Auditor
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of
the Company for a second term, at the AGM held on September 24, 2021, for a term of five
consecutive years and hold office upto the conclusion of the AGM for financial year 2026.
The statutory auditors report for financial year 2022-23 does not contain any
qualifications, reservations or adverse remarks and is enclosed with the financial
statements with this Annual Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the rules framed
thereunder, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed
as Secretarial Auditor to conduct secretarial audit for the financial year 2022-23.
The Secretarial Audit Report for financial year 2022-23 does not contain any
qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided
in Annexure II to this Report.
Cost Auditor & Cost Audit Report
The provisions of Cost audit as prescribed under Section 148 of the Act are not
applicable to the Company for the financial year 2022-23.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, guarantees or provided security or made
investments to/in any other company during the financial year under review.
RELATED PARTY TRANSACTIONS
The transactions/contracts/arrangements, falling within the purview of provisions of
Section 188(1) of the Act entered by the Company with related parties as defined under the
provisions of Section 2(76) of the Act during the financial year under review, were in the
ordinary course of business and have been transacted at arms length basis.
Further there are no transactions/contracts/arrangements entered by the Company with
related party(ies) as defined under the provisions of Section 2(76) of the Act during the
financial year, that are required to be reported in Form AOC-2.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. The ultimate holding
company is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have any
subsidiary, joint ventures or associate company during the year the review.
INTERNAL CONTROLS
Risk Management
Your Company has robust process in place to identify key risks and to prioritize
relevant action plans tomitigate these risks. Your Company has adopted a Risk Management
policy which is based on three pillars: Business Risk Assessment, Operational Controls
Assessment and Policy Compliance processes. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Companys internal control systems are commensurate with the nature of its business
and the size and complexity of operations. These systems are routinely tested and
certified by the Statutory as well as the Internal Auditors. The Board / Audit Committee
reviews adequacy and effectiveness of the Companys internal control environment. These
systems provide a reasonable assurance in respect of financial and operational
information, complying with applicable statutes, safeguarding of assets of the Company,
prevention & detection of frauds, accuracy & completeness of accounting records
and ensuring compliance with corporate policies.
Whistle Blower Policy and Vigil Mechanism
The Companys Whistle Blower Policy is in line with the provisions of Section 177 of
the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a
vigil mechanism for Directors, employees and other stakeholders to report genuine concerns
regarding unethical behaviour, actual or suspected fraud or violation of the Companys
Code of Conduct. The said mechanism also provides for adequate safeguards against
victimization of persons who use such mechanism and makes provision for direct access to
the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil
Mechanism / Whistle Blower Policy is posted on the Companys website www.sanathnagar.in.
During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to
the Company as the Company has no employees, directors do not draw any remuneration (other
than sitting fees) and key managerial personnel have been deputed by the holding company.
The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time, do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Company has no ongoing project, however the particulars as required under the
provisions of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology absorption are not
applicable to the Company.
During the financial year 2022-23, the Company neither earned any foreign exchange in
terms of actual inflows nor is there any foreign exchange outgo in terms of actual
outflows.
CORPORATE GOVERNANCE REPORT
As the paid up equity share capital and net worth of the Company are below the limits
specified in Regulation 15 of the Listing Regulations, the Company is not required to
furnish a report on corporate governance and therefore the same does not form part of this
Report.
GENERAL
Your Directors state that for the financial year ended March 31, 2023, no disclosure is
required in respect of the following items and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Boards report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.
a. There are no material changes or commitments affecting the financial position of the
Company between March 31, 2023 and the date of this report.
4. The Company has not accepted any deposits during the financial year.
5. No instance of fraud has been reported to Board of Directors of the Company by the
Auditors or any other person.
6. No significant or material orders were passed by the Regulators/Courts/Tribunals
which impact the going concern status and Companys operations in future.
7. There was no change in the nature of the business of the Company.
8. There has been no issue of equity shares with differential rights as to dividend,
voting or otherwise.
9. No petition/application has been admitted under Insolvency and Bankruptcy code by
the Honorable NCLT.
10. The Company has complied with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India during the financial year 2022-23.
11. The provisions of section 135 of the Act are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report forms a part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act,
your Directors confirm that:
a. in the preparation of the annual accounts for the FY ended March 31, 2023, the
applicable accounting standards read with the requirements set out under Schedule III to
the Act, have been followed and there are no material departures thereof;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company
for the FY ended March 31, 2023;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis; e. they have laid
down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for the assistance and
support extended by all stakeholders.
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