iifl-logo-icon 1

Satra Properties (India) Ltd Directors Report

1
(-4.76%)
Jul 15, 2024|12:00:00 AM

Satra Properties (India) Ltd Share Price directors Report

To,

The Members,

SATRA PROPERTIES (INDIA) LTD

The Resolution Professional have pleasure in presenting Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2021

1. INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Company is under CIRP vide Honble NCLT Mumbai Bench order dated August 3, 2020, Mr. Devarajan Raman, Resolution Professional is now in control of the Company. The AGM for the year ended March 31, 2021 is being called by the Resolution Professional. Pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested and exercised by Mr. Devarajan Raman, Resolution Professional.

The Adjudicating Authority has approved the exclusion and extension of CIRP for a further period of 90 days each after the initial period of 180 days vide order dated April 27, 2021. The Resolution Professional has proposed exclusion of 60 days under section 60(5)(c) dated July 20, 2021 and is allowed and the revised date for the completion of the CIRP process is September 23, 2021. The resolution plan duly approved by the CoC is submitted to the Honble NCLT for approval. The Resolution Professional has filed an application under Section 19(2) of the Code before the Honble NCLT for non-cooperation by the directors on July 22, 2021 and is pending before Honble NCLT. The Resolution Professional has also filed 3 avoidance transaction application against the suspended directors and the same is pending before Honble NCLT.

2. FINANCIAL RESULTS

Your Company financial performance during the year 2020-21 is summarized below:

(amount in lakhs)
Particulars 2020-21 2019-20
Income from operations 0 2,524.69
Other Income 0.06 12,530.83
Total Income 0.06 15,055.52
Less: Expenses 185.66 13,320.81
Profit/(Loss) Before Tax and Extraordinary Items (185.60) 1,734.71
Less: Extraordinary Items 0 24.74
Less: Taxation 0 0
Profit After Tax (185.60) 1,759.45
EPS (in Rs.) (0.10) 0.97

3. FINANCIAL SUMMARY

The Company incurred a loss of Rs. 185.60 Lakhs during the FY 2020-21, as compared to the Total Profit of Rs. 1759.45 Lakhs in the previous FY 2019-20.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company.

5. TRANSFER TO RESERVES

Profit during the year has been transferred to Reserves.

6. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 50,00,00,000/- and the paid-up share capital of the Company is Rs. 35,67,16,000/-. There was no change in the share capital of the Company during the year under review.

7. DIVIDEND

The company has not recommended any dividend on equity shares for the year ended March 31, 2021.

8. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the previous financial year.

9. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus shares during the year under review.

10. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

11. STATUTORYAUDITORS

The Members had reappointed M/s. GMJ & Co, Chartered Accountants, Mumbai (Firm Registration No: 103429W), as Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2019 to hold office for the second consecutive term for a period of 5 (five) years i.e. till the conclusion of the Annual General Meeting to be held for the Financial Year 2023-24.

The members are requested to note the continuation of M/s. GMJ & Co, Chartered Accountants, Mumbai (Firm Registration No: 103429W) as Statutory Auditors of the Company till FY 2023-2024.

12. INTERNAL AUDITOR

Internal Auditor has not submitted his report for March 31, 2021 also not given consent for subsequent years nor has filed claim form for his outstanding dues.

13. STATUTORY AUDIT REPORT

The Auditors Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s). The qualification in the audit report is self-explanatory.

14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. NVB & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2020-21 pursuant to Section 204 of the Companies Act, 2013 and rules made there under. The Secretarial Audit Report for the Financial Year 2020-21 forms part of the Annual Report. The qualification in the audit report is self-explanatory.

15. COST AUDITOR REPORT AND COST RECORD

Cost Auditor has not submitted his report for March 31, 2021 also not given consent for subsequent years nor has filed claim form for his outstanding dues

16. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are yet to be registered with Independent director databank.

17. DETAILS IN RESPECT TO QUALIFICATIONS BY AUDITORS

Reply to Audit Qualification

a. The Resolution Professional has furnished all the information that was available with him and in the registered office of the Company. The CD was admitted to CIRP on 03.08.2020. The details prior to the period as available have been furnished. Due to non-cooperation of the Directors, the details were not available. After 03.08.2020 all the information and documents have been furnished for Audit and the queries of the Auditor have been satisfied.

b. The details of WIP is not available in the records of the Corporate Debtor at the registered office. The details have not been given to us by the Directors. The Resolution Professional could not find the details in the records available at the registered office. As the directors are not cooperating the details could not be made available to the Auditor. The said qualification was not made in the accounts finalised for the year ending March 2020. Hence, the details for the period 1st April 2020 to 3rd August 2020 in respect of WIP could not be furnished as the Board of Directors of the Company did not provide the details to the Resolution Professional.

c. The Borrowing account balances are based on the claims that have been received and admitted by the Resolution Professional. The confirmation in respect of other account heads are not available even though letters have been sent to the parties for payment of the outstanding balances.

d. The accounting changes in respect of the claims as finalised by the Resolution Professional shall be effected by the Successful Resolution Applicant on approval of the Resolution Plan by the Honble NCLT.

e. The statutory liabilities as indicated will be dealt with based on the approval of the Resolution Plan and as such there is no need to calculate interest on the same. f. The Company is under CIRP and there are no operations currently. Hence, there are no funds available to get the actuarial valuation done of gratuity liability etc. These will be addressed on approval of the Resolution Plan by the Honble NCLT by the successful Resolution Applicant.

g. As the Company is under CIRP, no assessment for Impairments of Assets has not been made.

h. The details of cost of construction, employee benefit expenses as indicated could not be furnished as it pertains to the period prior to Commencement of CIRP and were not available in the records handed over by the Board of Directors.

The reversal of allowance is based on IND -AS requirements and there are no actual provisioning in the books.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In view of the company being under the CIRP appointment of director has not been considered in this AGM.

During the Financial year, Ms. Anusha Singi (CS) resigned w.e.f. August 1, 2020.

19. ANNUAL RETURN

The Annual Return is uploaded on the website of the Company. The web link for the same is as under: http://satraproperties.in/pdf/annualreport/spil-mgt-7-2020-21.pdf

20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2021, the Company does not have any subsidiary, associate or joint venture.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure I.

22. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. As the company is under CIRP all these are currently vested with the Resolution professional. The web link for the policy is as under: http://satraproperties.in/pdf/policies/whistle-blower-policy-and-vigil-mechanism.pdf

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

24. RELATED PARTY TRANSACTIONS

There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per IND AS 24 are given in the note no. 30 to the financial accounts and forms part of the Annual Report.

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: http://satraproperties.in/pdf/policies/related-party-transaction-policy.pdf

25. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under:http://satraproperties.in/pdf/policies/familiarisation-programme-for-independent directors.pdf

27. CORPORATE GOVERNANCE

Report on Corporate Governance forms part of the report and marked as annexure III. As the Company is under CIRP, Corporate Governance is no more applicable.

28. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards to the extent possible.

29. INDEPENDENT DIRECTORS MEETING

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. No meeting of Independent Directors was held during the financial year as the company is under insolvency resolution process

30. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have not given the declaration to the Company that they qualify the criteria of independence as required under the Act.

31. BOARD EVALUATION

As the directors report is being prepared by the Resolution Professional and due to noncooperation by the directors board evaluation has not been reported by the Resolution Professional.

32. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. During the year under review there are no loans, advances and investments made by the Company within the limits prescribed in the section 186 of the Companies Act, 2013.

33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Due to Current Pandemic situation and admission to Insolvency Resolution Process there is no activity in the company. As per MCA Circular, Current year AGM is being held through Video Conferencing. Necessary procedure is given in the AGM Notice. Members are requested to update their Email ID either by writing to the Company or through the Register or Transfer Agents.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

Pursuant to Honble NCLT order dated August 3, 2020 the company is into CIRP and Mr. Devarajan Raman Resolution professional is in control of the company.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is no one time settlement done with bank or any financial institution.

36. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

There is no suspension in trading order passed against the company

37. NOMINATION AND REMUNERATION POLICY

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties is annexed herewith as Annexure II.

38. PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment against women. The Board thereafter constituted a sexual harassment committee where the chairperson of the Committee is Ms. Sahara Ajani Murad, and Mr. Vishal Rasiklal Karia and Mr. Kamlesh Babubhai Limbachiya are the Members. All employees (permanent, contractual, temporary, trainees) are covered under this policy. a. number of complaints filed during the financial year - NIL b. number of complaints disposed of during the financial year - NIL c. number of complaints pending as on end of the financial year – NIL

These matters are currently dealt with by the Resolution Professional in view of the suspension of the powers of the Board of Directors as the company is undergoing insolvency Resolution Process.

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred dividends lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) upto FY 2011-12. The Company is in the process of transferring unpaid or unclaimed dividend to Investor Education and Protection Fund (IEPF) from FY 2012-13 onwards.

41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company does not have adequate internal financial controls.

42. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit for the Company for the year ended March 31, 2021; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis; (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

43. COVID-19 AND ITS IMPACT

During the year under review the covid-19 pandemic developed rapidly globally thereby forcing the government to enforce complete lock-down since March 24, 2020 of almost all economic activities except essential services which are allowed to operate with limited staff strength during the lock down period your company continued its operations by strictly adhering to the minimal staff strength requirement and maintaining social distance and other precautions as per government directions.

44. ACKNOWLEDGEMENT

Resolution Professional takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders, Bankers and Regulatory Bodies.

By order of the Board
Date: March 5, 2022 SATRA PROPERTIES (INDIA) LTD
Place: Mumbai Sd/-
Devarajan Raman
Resolution Professional

Knowledge Centerplus
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Securities Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Knowledge Centerplus

Follow us on

facebooktwitterrssyoutubeinstagramlinkedin

2024, IIFL Securities Ltd. All Rights Reserved

ATTENTION INVESTORS
  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.

Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248

plus
We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.