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EQUITY - MARKET SCREENER

Suratwwala Business Group Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
543218
INE05ST01010
20.3783701
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SBGLP
71.16
1510.37
EPS(TTM)
Face Value()
Div & Yield %
12.24
10
0
 

As on: Mar 29, 2024 03:20 PM

(Financial Year 2022-23)

To,

Dear Members,

Your Directors' are pleased to present the 16th Annual Report on the business and operations of the Company, along with the audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2023.

CORPORATE OVERVIEW:

The Company migrated from BSE SME Platform to BSE Main Board and Listed its securities on the National Stock Exchange of India Limited on February 10, 2023. The Company has its corporate headquarters at Pune and mainly operate in the Construction & Development in the real estate & infrastructure segment.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)

Particulars Standalone Consolidated
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Revenue from Operations 6179.91 79.37 6227.91 79.37
Operating Profit/(Loss) before Interest, Depreciation, Amortization and Taxes (EBITDA) 2976.06 (276.60) 2972.90 (277.71)
Depreciation and Amortization 19.29 23.11 19.29 23.11
Interest and finance charges 209.05 391.58 209.13 391.80
Other Income 18.28 103.08 18.28 103.08
Profit/(Loss) Before Tax (PBT) 2747.71 (691.29) 2744.48 (692.63)
Tax Expenses 627.73 383.47 628.18 383.47
Profit/(Loss) After Tax (PAT) 2119.98 (1074.76) 2116.30 (1076.10)
Exceptional Items 0 0 0 0
Add: Other Comprehensive Income 3.07 0.88 3.07 0.88
Profit/(Loss) after other Comprehensive Income 2123.04 (1073.88) 2119.37 (1075.22)
Earnings Per Share (in ?) 12.24 (6.19) 12.22 (6.20)

PERFORMANCE OF THE COMPANY:

The total revenue for the financial year under review was 6198.19 Lakhs as against 182.44 for the previous financial year registering an increase of 6015.74 Lakhs. The profit before tax was 2747.71 Lakhs and the profit after tax was 2123.04 Lakhs for the financial year under review as against -691.29 Lakhs and -1073.88 Lakhs respectively reported for the previous financial years.

Similarly, on Consolidated basis, the total revenue for the financial year under review was 6246.19 Lakhs as against 182.44 Lakhs for the previous financial year registering an increase of 6063.74 Lakhs. The profit before tax was 2744.48 Lakhs and the profit after tax was 2119.37 Lakhs for the financial year under review as against (1076.10) Lakhs and (1075.22) Lakhs respectively reported for the previous financial years.

There were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.

DIVIDEND:

To conserve resources for future, your Directors' do not recommend any dividend for the financial year under review.

The Dividend Distribution Policy of the Company is available on the website of the Company at www.suratwwala.co.in

TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to Reserve.

LISTING AND CURRENT UPDATES:

Your Directors' are pleased to inform you that, during the year under review, the Company had received in-principle approval(s) from both the exchanges and followed with the final approvals pertaining to the Migration & Listing its Securities on NSE.

Your Company migrated from BSE SME Platform to BSE Main Board and Listed its securities on the National Stock Exchange of India Limited on February 10, 2023.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty Lakhs) equity shares of Rs. 10/- each (Rupees Ten Only).

The Paid-up Equity Share Capital is Rs. 17,34,16,440/- (Rupees Seventeen Crores Thirty- Four Lakhs Sixteen Thousand Four Hundred and Forty Only) divided into 1,73,41,644 (One Crore Seventy-Three Lakhs Forty-One Thousand Six Hundred and Forty-Four) equity shares of Rs.10/- each as at March 31, 2023.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants as on March 31, 2023.

OPERATIONS:

During the year, the Company is operating in the following segments viz (i) construction and development of commercial and residential projects (ii) maintenance of properties developed by the company (iii) providing the space on rent such as renting for mobile tower, hoardings and banners on building or renting of the unsold space for short durations. The Core Business activities of the Company are Real Estate Development - Commercial Projects and Residential Projects.

The Directors of the Company are taking steps for expansion in business. The Directors of the Company are also looking for mega size land acquisition in and around Pune.

The Directors of the Company are specially focusing on branding, marketing and sales network. They are taking special efforts with engagement of professional agencies and exploring in house expertise. Further the Directors of the Company are taking efforts to associate the brand of 'Suratwwala Business Group Limited' as symbol of trust, quality and commitment.

Your Company is entering into new business ventures of renewable energies like Solar, wind and other renewable sources. The Company on 17th June, 2022 incorporated a "Suratwwala Natural Energy Resource LLP" ("the LLP") and invested in 99% of the Capital Contribution of the LLP. The LLP will carry out the new business avenues.

Following are the list of projects under work in progress.

Sr. Name of the Project Location Nature
1. Mark Plazzo- Building-C Hinjewadi, Pune Commercial
2. Mark Plazzo- Building-D Hinjewadi, Pune Commercial
3. Mark Plazzo- Building-E Hinjewadi, Pune Commercial
4. 02 The Oxygen Spring Mulshi, Pune Residential- Villas
5. Kasar Amboli Villaments Project Kasar Amboli, Pune Resort Living- Villas

During the financial year there were no changes in the nature of business of the Company.

DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is annexed as "Annexure-I". It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's, and their adequacy, risk management systems and other material developments during the Financial Year 2022- 23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments

Mrs. Hemaben Sukhadia, Non-Executive Director (DIN: 01980774) of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment pursuant to Section 152 of the Act. Your Board of Directors recommend his re-appointment.

Appointment and Re-appointment of Directors

As on March 31, 2023, the Board comprised of Non-Executive Director, Executive Director(s) and Non-Executive Independent Directors. The Board is well diversified and consists of one Women Director as well. Hence, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors.

Changes during the Year

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting ("AGM"), not less than two- third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Hemaben Pankakumar Sukhadia, Non-Executive Director (DIN: 01980774) of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A Profile of Mrs. Hemaben Pankajkumar Sukhadia, as required by Regulation 36(3) of the LODR is given in the Notice convening the forthcoming AGM.

Mr. Shailesh Kasegaonkar (DIN: 07369961) was appointed as an Additional Director in the capacity of Non-Executive-Independent Director by the Board of Directors w.e.f. 19th July, 2022 subject to approval of the Members of the Company and in 15th Annual General Meeting held on 19th August, 2022 he was ratified and appointed as Non-Executive Independent Director of the Company. Also, there is re-designation of Mrs. Hemaben Pankajkumar Sukhadia (DIN: 01980774) from Whole-Time Executive Director to Non- Executive Director of the Company.

Mr. Pankajkumar Sukhadia (DIN: 08634710) has resigned from the position of Non- Executive Director w.e.f. 19th July, 2022. Your Directors' place their sincere appreciation for the valuable contribution made by Pankajkumar Sukhadia during his tenure as the Director on the Board of the Company.

Mr. Jatin Suratwala, Managing Director, Mr. Manoj Suratwala, Whole-Time Director, Mrs. Hemaben Sukhadia, Non-Executive Director, Mr. Shailesh Satish Kasegaonkar, Non- Executive Independent Director, Mr. Pramod Jain, Non-Executive Independent Director and Ms. Dimple Sanghvi, Non-Executive Independent Director, and Mr. Satish Kale, Chief Financial Officer and Ms. Prathama Gandhi, Company Secretary are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Act read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2023.

The complete list of Directors along with the KMP's of the Company has been provided as part of the Annual Report.

During the year, Ms. Ruchi Mehta resigned from the post of Chief Financial Officer ("CFO") & Mr. Satish Kale had been appointed as CFO w.e.f. February 2, 2023 as approved by the Nomination & Remuneration Committee & thereafter by the Board of the Company.

Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate Affairs" at Manesar, for inclusion of name in the data bank of Independent Directors.

Further, there has been no change in the circumstances affecting their status as IDDs of the Company.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the Financial year 2022-23, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub- section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014 and certificate for the same from the Practicing Company Secretary is attached as "Annexure - II".

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE:

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Managing Director & Chief Financial Officer, for the Financial Year 2022-23 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report is enclosed and annexed as "Annexure-lll".

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

(i) Mr. Jatin Dhansukhlal Suratwala, Managing Director

(ii) Mr. Manoj Dhansukhlal Suratwala, Whole-Time Director

(iii) Mr. Satish Kale, Chief Financial Officer

(iv) Ms. Prathama Gandhi, Company Secretary and Compliance Officer CONSTITUTION OF COMMITTEES:

i. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, as on date of this report, the Board of Directors has constituted an Audit Committee comprising of 4 Directors as below.

Sr. No. Name of the Directors

1. PRAMODJAIN

2. DIMPLE KIRITSANGHVI

3. JATIN DHANSUKHLAL SURATWALA

4. SHAILESH SATISH KASEGAONKAR*

*Appointed as Member of the Audit Committee w.e.f. 5th August, 2023.

All the recommendations of the Audit Committee were accepted by the Board.

During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 5 times on May 6, 2022; July 19, 2022; October 21, 2022; January 28, 2023; and March 20, 2023.

ii. Nomination & Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 4 Directors as below:

Sr. No. Name of the Directors

1. PRAMODJAIN

2. DIMPLE KIRITSANGHVI

3. HEMABEN PANKAJKUMAR SUKHADIA

4. SHAILESH SATISH KASEGAONKAR*

*Appointed as Member of the Nomination & Remuneration Committee w.e.f. 5th August, 2023.

During the year i.e. from April 01, 2022 to March 31, 2023, Nomination and Remuneration committee met 3 times on May 06, 2022; July 19, 2022 and January 28, 2023.

iii. Stakeholders' Relationship Committee:

As on the date of this report, the Board of Directors has constituted Stakeholders' Relationship Committee comprising of 4 Directors as below:

Sr. No. Name of the Directors

1. DIMPLE KIRITSANGHVI

2. JATIN DHANSUKHLALSURATWALA

3. MANOJ DHANSUKHLALSURATWALA

4. SHAILESH SATISH KASEGAONKAR*

*Appointed as Member of the Stakeholder Relationship Committee w.e.f. 5th August, 2023.

During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship committee met 2 times, on July 19, 2022 and January 28, 2023.

iv. Corporate Social Responsibilitu (CSR):

In terms of Section 135 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 4 Directors as below:

Sr. No. Name of the Directors

1. DIMPLE KIRITSANGHVI

2. JATIN DHANSUKHLALSURATWALA

3. MANOJ DHANSUKHLALSURATWALA

4. SHAILESH SATISH KASEGAONKAR*

*Appointed as Member of the Corporate Social Responsibility Committee w.e.f. 5th August, 2023.

During the year i.e. from April 01, 2022 to March 31, 2023, Corporate Social Responsibility committee met 2 times on May 6, 2022 and January 28, 2023.

EMPLOYEE STOCK OPTION SCHEME:

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013, Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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 the year ended on that period;

(iii) the directors had taken proper and sufficient care 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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and rules framed thereunder.

DETAILS OF MATERIAL SUBSIDIARY, JOINT VENTURES (JV) OR ASSOCIATE COMPANY (AC):

During the year under review, there are no material subsidiaries of the Company.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, JOINT VENTURES (JV) OR ASSOCIATE COMPANY (AC):

During the year under review, the Company had formed Subsidiary LLP namely, 'Suratwwala Natural Energy Resource LLP' ("the LLP") wherein the Company has executed Limited Liability Partnership Agreement on 1st July, 2022 with an investment of 99% i.e. to the tune of Rs. 99,000/- with the intention of entering into new business ventures of renewable energies like Solar, wind and other renewable sources. The Company on 17th June, 2022 incorporated a "Suratwwala Natural Energy Resource LLP". The LLP will carry out the new business avenues.

Also, during the year under review name of the Subsidiary LLP, 'Royale Hill Properties LLP' changed to 'Suratwwala Royyal Hill Properties LLP'.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's consortiums/joint ventures in Form No. AOC-1 is enclosed and attached to the financial statements of the Company as "Annexure-IV".

ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended 31st March, 2023 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

Changes in the Accounting Policies:-

The Company has migrated from SME Platform to Main Board with effect from 10th February, 2023. In view of this notification/ amendment and also as per the Regulation 33 of Listing Regulations. The Central Government in consultation with the National Advisory Committee on Accounting Standards (NACAS) under Section 133 read with Section 469 of the Companies Act, 2013 has notified the Indian Accounting Standards ('Ind AS') vide G.S.R. 111(E) dated 16th February 2015. The Company has adopted the aforesaid standards, as stated in the Companies (Indian Accounting Standards) Rules, notified under the relevant provisions of the Companies Act, 2013, and amended from time to time. With effect from 1st April, 2022 and thereafter, the Company has prepared the Financial Statements for the year ended 31st March, 2023 as per Ind-AS, as amended. Your Company has shared re-stated Ind-AS Profit and Loss Statement while publishing the financial results.

Financial statement or Annual report have not been revised during Financial Year 2022- 2023 or any of the three Preceding financial year.

PERFORMANCE EVALUATION OF THE DIRECTORS:

The evaluation of all the Directors, Committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including:

i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and Committees;

iii. Extent of co-ordination and cohesiveness between the Board and its Committees;

iv. Effectiveness of the deliberations and process management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of the Independent Directors, the performance of the Non- Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and Individual Directors were discussed.

The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

ADDITIONALLY, CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC") has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualification: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise

Positive Attributes: Apart from the duties of directors as prescribed in the Act, the directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence: A director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OFTHE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Other than as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

CHANGE IN NATURE OF BUSINESS:

The Company has not undergone any change in the nature of business during the year.

LISTING FEES:

Equity Shares of your Company are listed on BSE Limited & on the National Stock Exchange of India Limited. Your Company has paid the required listing fees to Stock Exchanges.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Link Intime India Pvt. Ltd

Block No. 202, 2nd Floor, Akshay Complex,

Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001

Tel: 020 - 2616 1629 / 2616 0084 Fax: 020 - 2616 3503

Email: pune@linkintime.co.in Website: https://www.linkintime.co.in

POLICY ON PRESERVATION OF DOCUMENTS:

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.suratwwala.co.in

FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS:

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the head office and project sites/locations of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management make presentations giving an overview of the Company's strategy, operations Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This orientation enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

Further, based on the confirmations/ disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors is of the opinion that the Non-Executive Independent Directors fulfil the criteria or conditions specified under the Act and under the Listing Regulations and are independent of the management.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company's website: www.suratwwala.co.in

The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

NUMBER OF MEETINGS OF THE BOARD:

Total 6 (Six) meetings of the Board of Directors of the Company were held specifically on May 6, 2022, July 19, 2022, August 29, 2022, October 21, 2022, January 28, 2023 and March 20, 2023 during the financial year 2022-23 as required u/s 134 (3) (b) of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings. Details of the same are as follows:

Attendance of Directors in the Board Meeting:

Sr. No. Name of Director Board Meeting Held Board Meeting Attended
1. JATIN DHANSUKHLALSURATWALA 6 6
2. MANOJ DHANSUKHLALSURATWALA 6 6
3. HEMABEN PANKAJKUMAR SUKHADIA 6 6
4. PRAMOD JAIN 6 6
5. DIMPLE KIRIT SANGHVI 6 6
6. PANKAJKUMAR RAMESHCHANDRA SUKHADIA 1 1
7. SHAILESH SATISH KASEGAONKAR 5 5

COMPLIANCE WITH SECRETARIAL STANDARD-1 AND SECRETARIAL STANDARD-2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

AUDIT COMMITTEE RECOMMENDATIONS:

All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE GOVERNANCE CERTIFICATE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of the Integrated Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report as "Annexure-V".

AUDITORS:

STATUTORY AUDITORS:

At the 13th AGM held on 13th July, 2020, the Members had approved the appointment of S S P M & Company LLP, Chartered Accountants [Firm Registration No.: 121466W/W100735] as the Statutory Auditors for a period of 3 (three) years commencing from the conclusion of the 13th AGM until the conclusion of the 16th AGM to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the ensuing 16th AGM.

Pursuant to the provisions of Section 139(2)(b), an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board approved the re- appointment of M/s. Parag Patwa & Associates on 14th August, 2023 based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company. The Notice of ensuing 16th AGM includes the proposal for seeking Members' approval for the re-appointment of M/s. Parag Patwa & Associates as the Statutory Auditors, for the term of 5 (five) years commencing from the conclusion of the 16th AGM until the conclusion of the 21st AGM to be held in the year 2028.

M/s. Parag Patwa & Associates, Chartered Accountants has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their appointment as the Statutory Auditors of the Company for the term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, M/s. Parag Patwa & Associates is eligible for appointment as Statutory Auditors of the Company.

The Auditors' Report to the Members for the year under review is unmodified and does not contain any qualification, reservation or adverse remark. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

Explanation to Remarks:

In the Statutory Auditors' Report:

(a) The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors; The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act and

In the Secretarial Auditors' Report:

(b) The secretarial audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the Company except as below:

I. Few forms were filed by the Company with the Registrar of Companies, Pune beyond the prescribed time specified in the Companies Act, 2013.

II. The Company has failed to notify the stock exchange within 2 trading days of becoming aware of trading by designated person/promoter /promoter group/Director of the Company as specified in Regulation 7 (2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the Company made the delayed disclosures of such trading on 22nd February, 2023 with the Stock Exchange.

INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, M/s. S. M. Suratwala & Co., Chartered Accountants, (FRN.: 110637W) were appointed as Internal Auditor of Company.

Internal Audit for the year ended March 31,2023 was carried out and Internal Audit report at periodic intervals as statutorily required were placed before the Audit Committee.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. KANJ & CO. LLP represented by Dinesh Joshi, Designated Partner bearing CP No. 2246 as Secretarial Auditors for the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is enclosed and annexed as "Annexure-VI". There were no qualifications, reservation or adverse remarks made in Secretarial Audit Report except as below:

I. Few forms were filed by the Company with the Registrar of Companies, Pune beyond the prescribed time specified in the Companies Act, 2013.

Reply by the Board of Directors:

Delay was caused due to the technical error of new version of Ministry of Corporate Affairs (MCA) website and other relevant circumstances.

II. The Company has failed to notify the stock exchange within 2 trading days of becoming aware of trading by designated person/promoter /promoter group/Director of the Company as specified in Regulation 7 (2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the Company made the delayed disclosures of such trading on 22nd February, 2023 with the Stock Exchange.

Reply by the Board of Directors:

Immediately after aware of the trading by designated person/Promoter/Promoter Group/Director of the Company and receipt of the intimation from the designated person the necessary disclosures have been made of trading with the stock exchange.

The Company has taken a note of the observations; as they are self-explanatory & shall ensure to adhere & follow in toto in future as well.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace and has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. The Company has not received any complaint of sexual harassment during the year under review.

RISK MANAGEMENT POLICY:

Your Company has implemented mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013, the brief outline of the CSR Policy of your Company, composition of the Committee and report on initiatives undertaken by your Company on CSR activities during the year are set out in Report is enclosed and annexed as "Annexure-VII", in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Your Company has made the contribution towards CSR activities, as per the Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan or guarantee or security as contemplated under Section 186 of the Companies Act, 2013 during the financial year.

The Company has made investment in Mutual Funds to the tune of Rs. 59,20,639/- during the financial year 2022-23.

RELATED PARTY TRANSACTIONS:

All related party transactions during the year were on arm's length basis and not in conflict with the interest of the Company. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Notes to the financial statement which sets out related party disclosures. A Statement containing particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms' length transactions in prescribed Form AOC-2 is enclosed and annexed as "Annexure- VIII".

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following portal link: www.suratwwala.co.in

Additionally, Pursuant to SEBI Listing Regulations & Section 188 of the Act, the resolution for seeking approval of the shareholders on material related party transactions between the Company and Suratwwala Properties LLP (SPLLP"), being the Related Party of the Company is being placed at the Annual General Meeting of the Company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. A declaration to this effect signed by the Managing Director of the Company appears elsewhere in this annual report.

DEMATERIALIZATION OF SHARES:

The Company encourages its member to hold shares in electronic form and the Company has established connectivity with depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 100% of the Company's paid up Equity Share Capital is in dematerialized form as on March 31, 2023.

PARTICULARS OF EMPLOYEES AND REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed and annexed as "Annexure-IX". The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Company has no employees, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any which provides formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. www.suratwwala.co.in

STATUTORY DISCLOSURES:

A statement containing salient features of the financial statement in the prescribed format are annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request.

A Cash Flow Statement for the Financial Year 2022-23 is attached to the Balance Sheet.

Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 may be accessed on the Company's website at the web link www.suratwwala.co.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company, as not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal consultancy and Professional fees.

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy.

The Company takes efforts to conserve the energy used at offices and work sites by using energy efficient lighting, electric appliances and computers. There is constant focus at all level in the organization to conserve the energy and use it efficiently. This is also key to financial success, as energy is one of the important cost element of conversion cost. Your Company has been implementing short-term and long-term actions to improve the energy efficiency as its commitment towards minimizing the effects of factors of climate change. It has grounded mechanism to excel in this area. Regular review is conducted for evaluating the progress and effectiveness of various ongoing initiatives to reduce the energy consumption.

(ii) Steps taken by the company for utilizing alternate sources of energy.

The Company has not taken any steps for utilizing alternate sources of energy.

(iii) Capital investment on energy conservation equipment.

The Company has not made any capital investments on energy conservation equipment.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption.

The Company being engaged in the business of construction, the Company has not made any efforts towards technology.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution

Not applicable

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)

Not applicable

(a) Details of technology imported. N.A.

(b) Year of import. N.A.

(c) Whether the technology has been fully absorbed. N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not Applicable

(iv) Expenditure incurred on research & development.

Not applicable

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

(Amount in Rs.)

Particulars 2022-23 2021-22
Foreign Exchange Earnings in terms of actual inflows - -
Foreign Exchange Outgo in terms of actual outflows - -

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial control framework is commensurate with the size and operations of the Company's business. The controls have been documented, digitized and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the inhouse team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system.

The systems, SOPs and controls are reviewed and audited by Internal Auditors, periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Management team has assessed the effectiveness of the Company's internal control over financial reporting as at 31st March, 2023 and believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ('BRSR'):

The Securities and Exchange Board of India ('SEBI'), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is a notable departure from the existing Business Responsibility Report ('BRR') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY23 onwards. Your Company is committed to present it to the stakeholders as and when the same shall be statutorily applicable.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(iv) The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

(v) 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 - Not Applicable.

PREVENTION OF INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.suratwwala.co.in

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY:

During the year under review there are no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

The MCA has issued General circular No.10/2022 dated December 28, 2022, read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13,2021, General Circular No. 28/2020 dated August 17,2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 in relation to 'Relaxation from compliance with certain provisions of the Listing Regulations in view of the prevailing situation and owing to the difficulties involved in dispatching of physical copies of the Annual Report and the Notice convening the AGM.'

Members who wish to have physical copy may write to the Company Secretary of the Company at cs@suratwwala.co.in or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail address are registered with the Company or the Depository Participant(s). Those members, whose email address are not registered with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Reportfor the financial yearended March 31,2023, can get their email address registered by following the steps as detailed in the Notice convening the AGM

The Annual Report of the Company is available on the Company website www.suratwwala.co.in

CAUTIONARY STATEMENT:

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT & APPRECIATION:

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, Reserve Bank of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the KMP's and look forward for their support in future as well. We are committed to creating a positive and supportive work environment that values and cares for our employees.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR SURATWWALA BUSINESS GROUP LIMITED
(Formerly known as 'Suratwwala Business Group Private Limited'and 'Suratwalo Housing Private Limited)
Sd/- Sd/-
JATIN D. SURATWALA MANOJ D. SURATWALA
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN:01980329 DIN:01980434
DATE: AUGUST 14, 2023
PLACE: PUNE