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Shraddha Prime Projects Ltd Directors Report

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Jul 22, 2024|03:40:00 PM

Shraddha Prime Projects Ltd Share Price directors Report

To,

The Members of

Shraddha Prime Projects Limited

(Formerly - Towa Sokki Limited)

Your Directors are pleased to present the 31st Annual report of your Company together with the Standalone and Consolidated audited financial statement and the Auditors Report of your company for the financial year ended March 31, 2023.

Financial Highlights:

The Financial performance of the Company during the F.Y. 2022-2023 is as under:

(Amount in Lacs)
Particulars March 31, 2023 (Consolidated) March 31, 2023 (Standalone) March 31, 2022 (Standalone)
Revenues from Operation 859.22 0.00 6.97
Other Income 3.03 3.00 6.23
Total Income 862.25 3.00 13.20
Expenses 780.21 89.72 44.14
Profit / (Loss) Before Income Tax and exceptional item 80.50 (88.26) (30.94)
Net Profit /(loss) 50.58 (65.31) (30.94)

Companys Affairs:

Shraddha Prime Projects Limited is a BSE Listed Company. The Company is engaged in the business of real estate activities which involves developing, leasing, constructing, reconstructing etc of various residential projects in India. The operations for the year under review shows a profit of Rs. 50,57,770/-.

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions to take over the projects and the Company has also executed registered Development Agreements with them for the various projects.

Your Directors are hopeful of achieving growth in revised business line in coming years.

Rights Issue:

The Board of Directors of your Company at their meeting dated 11th October, 2022 approved the issuance of equity shares by way of rights issue to the existing shareholders of the Company as on the record date. In accordance with the applicable SEBI Regulations and other applicable laws of the "Rights Issue" the company at its meeting held on 13th March, 2023, considered and approved Draft Letter of Offer (DLOF), terms of issue and other allied as well as ancillary matters. Allotment of the rights shares were done on 28.07.2023 and the company received trading permission w e f . 02.08.2023.

Change in Nature of Business

There is no change in the Nature of Business during the year under review.

Change in Registered Office of the Company

The Companys registered office has been shifted from State of Gujarat to State of Maharashtra vide approval of Regional Directors order effective from 20th October, 2022.

Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 30,00,00,000/- (Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 4,55,48,000/-.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2022-2023.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2022-2023.

E) Issue of Employee Stock Options:

The Company has not issued any Employee Stock Options during the Financial Year 2022-2023.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions and hence are treated as subsidiaries and figures are consolidated.

Weblink for annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at www.shraddhaprimeprojects.in

Number of Meetings of the Board

The Board of Directors duly met 13 times during the Financial Year 2022-23 in compliance of applicable provisions of Companies Act, 2013.

Independent Directors and their Meeting

Your Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ‘independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances, which could affect their status as Independent Director during the financial year.

The Independent Directors met on 14th February, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Companys management and the Board necessary for the Board to effectively perform their duties.

Board Evaluation

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board.

The Nomination and Remuneration Committee evaluated the performance of every Director. The Board of Directors adopted a formal mechanism for the evaluation of its performance as well as that of its committees and Individual Directors, including the Chairman of the Board.

The Independent Directors were regularly updated on the industry and market trends, project undertaken and the operational performance of the Company through presentations.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the "Act"):

1. that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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 and loss of the Company for that period;

3. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report as Annexure I.

Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under review.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

The Company has not made any loans and investments but has provided guarantee after complying with the procedure under the Companies Act, 2013.

Particulars of Contracts or Arrangements made with related parties

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. Considering the nature of transactions, the Board doesnt consider the same to be material transactions and hence the same are not presented in prescribed form AOC 2.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.shraddhaprimeproiects.in.

Transfer to reserves

The Company has not transferred any amount to the general reserves.

Dividend

During the year under review, the Company has not declared any Dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund.

Material changes and commitment, if any affecting financial position of the Company occurred between end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the Financial Position of the Company from 1st April, 2022 till the date of issue of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(A) Conservation of Energy

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

(B) Technology Absorption

Since no significant business has been generated from manufacturing activities, the company will review technology absorption gradually upon achieving significant manufacturing activities.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Directors & KMPs

Following changes have taken place during the financial year 2022-23:

Appointments during the year:

Mr. Ramchandra Ralkar has been appointed as Director of the Company w.e.f. 14thApril, 2022.

Mr. Dhruv Mehta has been appointed as Chief Financial Officer (CFO) w.e.f. 14thApril, 2022.

Mrs. Neha Chhatbar has been appointed as Company Secretary & Compliance Officer w.e.f 01st June, 2022.

Mr. Vishal Salecha has been appointed as Chief Executive Officer (CEO) w.e.f. 8thMarch, 2023.

Resignation during the year:

Mrs. Krati Patel resigned as a Company Secretary & Compliance Officer w.e.f 01st June, 2022.

Mr. Surendra Shah resigned as an Independent Director of the Company w.e.f. 12thSeptember, 2022.

Mr. Rajesh Balu Mehta resigned as a Director of the Company w.e.f. 8th March, 2023.

Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to voluntarily maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, forms integral part of this Annual Report.

Committees of the Board

The Board of Directors had re-formed the following Committees w.e.f 14th April 2022:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Name of the Members Designation in Company Designation in Committee
Audit Committee
Ms. Shivangi Datta Non-Executive Independent Director Chairperson
Mr. Rohit Agarwal Non-Executive Independent Director Member
Ms. Nimisha Soni Non-Executive Independent Director Member
Nomination & Remuneration Committee
Ms. Shivangi Datta Non-Executive Independent Director Chairperson
Mr. Rohit Agarwal Non-Executive Independent Director Member
Ms. Nimisha Soni Non-Executive Independent Director Member
Stakeholders Relationship Committee
Mr. Ramchandra Ralkar Non-Executive Director Chairman
Mr. Rohit Agarwal Non-Executive Independent Director Member
Ms. Nimisha Soni Non-Executive Independent Director Member

Vigil Mechanism

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Audit Committee is responsible for overviewing the vigil mechanism and its implementation. Detailed policy of the same is available at the registered office of the Company and also on the website of the Company.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under "LODR Policies" Section.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta Desai of ND & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year 2022-2023.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.

The comments mentioned in the report are self-explanatory and do not call for any further clarifications. The Board of Directors constantly endeavour to follow the applicable compliances in letter and in spirit.

Statutory Auditors

In the last Annual General Meeting of the Company held on 28.09.2022, M/s. Vishwas & Associates, Mumbai (Firm Registration No. 143500W) Chartered Accountants, were appointed as a statutory auditors of the Company for a block of 5 years to hold the Office until conclusion of 35th Annual General Meeting. As required, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statements year ended 31 March 2023 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors" Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures needs to be made under the said section. Further, the detailed ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure IV" to the Boards Report.

Risk Management Policy

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Companys day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk etc. The Company has in place adequate mitigation plans for the aforesaid risks.

Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is not applicable to the Company.

Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with its Non-Executive Directors except for payment of sitting fees as mentioned in notes to accounts.

Affirmation

The Company has complied with all the Applicable Secretarial Standards issued by Institute of Company Secretaries of India.

Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured digital database (SDD) containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is shared and intermediaries and fiduciaries who handle UPSI of the Company in the course of business operations, the Company has installed a SDD software on the server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

Disclosure under sexual harassment of women at workplace:

During the reporting year, on account of expansion and growth of the Company, staff and contractual employees assigned, the Company has formulated a policy and has set up an internal complaints committee as per the provisions of prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the reporting period. No complaints or observations or red flags were brought to notice of this Committee till date.

Statement Pursuant to Uniform Listing Agreement

The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2023-24 has been paid.

Cash flow statement

The Cash flow statement for the year 2022-23 is part of Balance Sheet.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Place: Mumbai For Shraddha Prime Projects Limited
Date: 14th August, 2023 (Formerly known as Towa Sokki Limited)
Sudhir Mehta
Managing Director
(DIN 02215452)

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