Dear Members,
The Directors have pleasure in submitting their 29th Annual
Report together with the Audited Statement of Account for the year ended March 31, 2021.
Financial Performance:
The Companys financial performance for the year ended 31st March, 2021
is summarized below:
(a) Standalone
(Rs. In Lakhs)
| Financial Result |
Year Ended 31.03.2021 |
Year Ended 31.03.2020 |
| Total Revenue |
249.68 |
20.17 |
| Profit /(Loss) Before Tax |
65.24 |
3.91 |
| Profit /(Loss) After Tax |
65.25 |
2.57 |
| EPS |
0.67 |
0.03 |
(b) Consolidated
(Rs. In Lakhs)
| Financial Result |
Year Ended 31.03.2021 |
Year Ended 31.03.2020 |
| Total Revenue 1 |
242.02 |
13.42 |
| Profit /(Loss) Before Tax |
57.31 |
(10.33) |
| Profit /(Loss) A fter Tax |
57.32 |
(11.68). |
| EPS |
0.58 |
(0.12) |
Operating & Financial Performance
During the year, the total revenue from operations of your Company
increased from Rs. 20.17 lakhsto Rs. 249.68 lakhs. For FY2021, your Companys profit/Loss
after tax stood at Rs. 65.25 lakhs vis-a-vis Rs. 2.571akhs in the previous year.
Impact of covid-19
COVID-19 pandemic has impacted the business affairs of the Company.
However, the Company has tried its best to negate the effect of several lock downs,
discontinuation of the operations and business functioning of the company by adopting best
of business policies and has taken all efforts to normalize the smoothness of business
activities.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and companys operations in future
There were no significant and material orders passed by regulators or
courts or tribunals impacting the going concern status and Companys operations in future.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial
position of the Company occurring between March 31,2021 and the date of this Report of the
Directors.
Subsidiary / Joint Ventures / Associates
The Company has one Wholly Owned subsidiary namely (1) BRC Construction
Co. Pvt. Ltd. The consolidated accounts of the Company alongwith the subsidiary are being
disclosed in the financial Statement of the Company and are forming a part of the
financial Statement and the particulars are given vide form AOC-1 enclosed with the report
and marked as Annexure -I. The performances of the subsidiary Company as mentioned therein
are self explanatory.
Dividend
Ihe Board of Directors regrets their inability to recommend any
dividend for the financial year under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2021 was Rs.
9,80,89,000/-. During the year under review the company has not issued any shares or any
convertible instruments.
Management Discussion and Analysis:
Industry Structure & Developments, Opportunities & Threats.
Outlook
Real estate development business is a large industry and major shaper
of the built environment whose structure has implications for the form and structure of
cities. Real estate development, or property development, is a multifaceted business.
Hence, it will also effect the growth of the company in the coming years. Real estate
sector has witnessed high growth in recent times.
Segment wise performance
. The Company is engaged in the real estate business activity only.
Accordingly, the Company is a single business segment company and hence segment wise
reporting is not applicable.
Internal Financial Control
The Company has in place an established internal control system
designed to ensure proper recording of financial and operational information and
compliance of various internal controls and other regulatory and statutory compliances.
Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code
of Conduct applicable to Directors and Employees of the Company have been complied with.
These Policies and the Code of Conduct are available on the Companys website at
www.squarefourgroup.in
Risk Management
The Board members were informed about risk assessment and minimization
procedures after which the Board formally adopted Risk Management policy and implemented
for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
Directors / Key Managerial Personnel (KMP)
In accordance with the provisions of Companies Act, 2013 Mr. Ganesh
Kumar Singhania (DIN: 01248747), Director of the Company retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible offers himself for
re-appointment.
Mr. Sadashivan Arjun Swamy (PAN: BTJPS3329B) has resigned as Chief
Financial Officer of the Company w.e.f. 11.01.2021.
Mr. Ajay Kumar Yadav (PAN: AHNPY4605K) has been appointed as Chief
Financial Officer of the Company w.e.f. 11.01.2021.
All Directors, Key Managerial Personnel and senior management of the
Company have confirmed compliance with the Code of Conduct applicable to the Directors and
employees of the Company. The Code of Conduct is available on the Companys website:
wwvv.squarefourgroup.in All the Directors have confirmed compliance with provisions of
section 164 of the Companies Act, 2013.
Declaration by Independent Directors
All Independent Directors of your Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013. The Board also hereby confirms that in its opinion, the Independent Directors
of the Company fulfil the conditions / criteria specified under the Act and SEBI (LODR)
Regulations, 2015, as amended, and also are independent of the management. The Independent
Directors have also registered themselves in the databank with the Institute of Corporate
Affairs of India as per Rule 6(1) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting
held on 20.04.2021. The independent directors meeting in term of Schedule IV to the
companies Act, 2013 was held on 31.12.2020.
Annual Evaluation of Boards Performance
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees, and individual directors pursuant to the provisions of the
companies Act, 2013.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc. Whereas,
the performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
At the Board meeting that followed the meeting of the independent
directors and meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was also discussed. Performance evaluation
of independent directors was done by the entire Board, excluding the independent directors
being evaluated.
Meetings of Board and Committees
Board Meetings
During the financial year 2020-2021, the Board met 8 times on
30.06.2020, 18.08.2020,
15.09.2020.11.11.2020, 30.11.2020,11.01.2021, 14.01.2021 and
13.02.2021.
Audit Committee Meetings
During the financial year 2020-2021, the Committee met 4 times on
30.06.2020, 15.09.2020,
11.11.2020 and 13.02.2021.
Nomination and Remuneration Committee Meetings
During the financial year 2020-2021, the Committee met once on
11.01.2021.
Stakeholders Relationship Committee Meetings
During the financial year 2020-2021, the Committee met once on
31.03.2021.
Meeting of Independent Directors
During the financial year under review the Independent Directors of the
Company met on
31.12.2020.
Directors Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section 134(5) of the
Companies Act, 2013 in the preparation of the annual accounts for the year ended on March
31, 2021 and state that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(iii) the Directors 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;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangements with Related Party
The related party transactions in accordance with provisions of Section
188 of the Companies Act, 2013 and as identified by Management and auditors are disclosed
in Form AOC-2 vide Annexure-11.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website at www.squarefourgroup.in. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company
in compliance with the provisions of Section 203 of the Companies Act, 2013:
a) Mr. Ganesh Kumar Singhania - Managing Director
b) Mr. Sadashivan Arjun Swamy - CFO (Resigned w.e.f. 11.01.2021) d) Mr.
Ajay Kumar Yadav - CFO (Appointed w.e.f. 11.01.2021)
d) Ms. Sneha Saraswat- Company Secretary
Corporate Governance
Corporate Governance is not applicable to the Company in terms of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Audit Committee
The Audit Committee comprises of the following Directors as on
31.03.2021:
| Name |
Status |
Category |
| Mr. Jai Kumar Sharma |
Chairman |
Independent Director |
| Mrs, Shabana Anjoom |
Member |
Independent Director |
| Mr. Sanjay Kumar Jha |
Member |
Director |
During the year there were no instances where the Board had not
accepted the recommendations of the Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of the following
Directors as on 31.03.2021:
| Name |
Status |
Category |
| Mr. Jai Kumar Sharma |
Chairman |
Independent Director |
| Mrs. Shabana Anjoom |
Member |
Independent Director |
| Mr. Sanjay Kumar Jha |
Member |
Director |
The Companys Remuneration Policy is available on the Companys website
www.squarefoureroup.in and is attached as Annexure -III and forms part of this
Report of the Directors.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of the following
Directors as on
31.03.2021:
| Name |
Status |
Category |
| Mr. Jai Kumar Sharma |
Chairman |
Independent Director |
| Mrs. Shabana Anjoonr |
Member |
Independent Director |
| Mr. Sanjay Kumar Jha |
Member |
Director |
Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil
mechanism policy which is available on the Companys website www.squarefourgroup.in
Corporate Social Responsibility
The. provision of the Companies Act, 2013 regarding Corporate Social
Responsibility is not applicable to the Company.
Listing
The shares of the Company are listed on the Bombay Stock Exchange (BSE
Ltd.). The Companys shares are compulsorily traded in the materialized form. The ISIN
number allotted is INE 716K01012. Shares of the Company were also listed with Hyderabad
and Ahmedabad Stock Exchanges. However, these stock exchanges stand de-recognized by the
SEBI as on date.
Audit and Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013
read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s.
Spark & Associates, Chartered Accountants, (Firm Registration No.- 005313C),was
appointed as the Auditors of the Company from conclusion of the 28thAGM until
conclusion of the 33rd AGM of the Company scheduled to be held in the year 2025.
The members may note that consequent to the changes made in the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of
Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139 of
the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies
(Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment
at every AGM has been done away. Therefore, the requirement of ratifying the appointment
of M/s. Spark & Associates., as the Auditors of the . Company at the every AGM does
not arise.
Your Company has received a certificate from M/s. Spark &
Associates., Chartered Accountants confirming their eligibility to continue as Auditors of
the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the
Rules framed thereunder. They have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)
as required under the provisions of Regulation 33of the Listing Regulations.
The Auditors Report on the financial statements for the financial year
2020-2021 does not contain any modified opinion or adverse remarks.
Secretarial Audit
A Secretarial Audit was conducted during the year by Mr. Asit Kumar
Labh, Practicing Company Secretary (C.P.No. - 14664) in accordance with the provisions of
Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure-IV
and forms a part of this Report of the Directors.There are no qualifications or
observations or remarks made by the Secretarial Auditor in his Report.
Internal Audit
Mr. Ajay Kumar Yadav performs the duties of internal auditors of the
company and his report is reviewed by the audit committee from time to time.
Deposits
The Company has not accepted any deposit from the public within the
meaning of Section 73 of the Companies Act, 2013.
Loans, guarantees and investments
The particulars of loans guarantees and investments made in securities
under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 has been provided in the financial statements of the Company.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
In compliance with the provisions of section 134(3) (m) read with Rule
8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:
a) Your Company has neither carried out any Research and Development
Work nor spent any amount on it.
b) There were no foreign exchange earnings or outgo.
Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Proviso
under Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended,
the Annual Return is available on the Companys website at www.squarefourgroup.in and may
be accessed through the following web-link:
http://www.squarefourgroup.in/Essen_Docoments/MGT-7-%20SQUARE%20FOUR_2020_2021.pdf
Particulars of Employees
Information in accordance with the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, regarding employees is given in Annexure-V
forming part of the Directors Report.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Fraud
There has been no report of any cases of fraud in the company.
Cost Audit and Cost Records
The provisions of the Act in relation to cost audit and maintaining
cost records are not applicable on your Company.
Sexual Harassment Policy
There were no cases reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under report.
Secretarial Sta ndards
The Board of Directors hereby affirms that your Company has adhered to
the Secretarial Standards as prescribed by the Institute of Company Secretaries of India
during the financial year under report.
Other disclosures:
(a) the Company has not entered into any one time settlement proposal
with any Bank or financial institution during the year.
(b) As per available information, no application has been filed against
the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder
is pending as on 31.03.2021.
Acknowledgement
Your Directors acknowledge the continued support extended by the
bankers, clients and employees of the Company.
For Square Four Projects India Limited On behalf of the Board
Ganesh kumar Singhsnia Managing Director DIN-01218747
|
Jai Kumar Sharma |
| Place: Kolkata |
(Director) |
| Date: 14.08.2021 |
DIN: 06879084 |
+91-9892691696
