To
The Members of
S & T Corporation Limited L51900MH1984PLC033178 BSE Code - 514197 (BSE)
Your Directors’ are pleased to present the 40t Annual Report together with audited financial statements of the Company on Standalone and Consolidated operations for the Financial year
ended on March 31, 2024.
FINANCIAL HIGHLIGHTS
The Financial performance of your Company for the year ended March 31, 2024 is summarized below:
(Amount in Rs.in Lakhs)
Standalone
There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which effect the financial position of the Company.
REVIEW OF OPERATIONS & STATE OF AFFAIRS
Your Company is primarily engaged in Real Estate Development business. During FY 23-24 Operating Revenue of the Company on standalone basis was Rs. 4.46 Lakhs as against Rs.49.11 Lakhs in the previous year. Standalone operations during the year resulted in Net Loss (before tax) of Rs. 15.27 Lakhs against Net Profit (before tax) of Rs.12.90 Lakhs in the previous year. Consolidated operations of the Company during FY 23-24, comprising of the financials of the Company and Ssavai Abode LLP (a 95% Subsidiary) resulted in Operating revenue of Rs. 4.46 Lakhs and Net Loss (before tax) of Rs. 15.31 Lakhs. This being first year of Consolidation details of performance of consolidated operations for FY 2022-23 is not applicable.
TRANSFER TO RESERVES & DIVIDEND
During the year under review, there was no amount transferred to General Reserves. Further in view of losses during the year your Board did not recommend any dividend for FY 2023-24.
ALTERATION OF SHARE CAPITAL CLAUSE - SUB-DIVISION
After subdivision of share capital during the financial year 2022, the Listed Capital of the Company on BSE Limited under new ISIN INE110Q01023 is 3,18,31,205 Equity Shares Rs. 2 (Two) each aggregating to Rs. 6,36,62,410/ -. There were no changes in the Share Capital of the Company during the year under review. Company’s Shares are listed on BSE Ltd with Stock Code 514197. The Company has paid requisite Listing Fees for FY 2024-25 to BSE Ltd. The Company is yet to open Demat Suspense Account and does not have Unclaimed Shares.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) the Corporate Governance provisions as specified in Regulations 17 to 27, Regulation 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant Corporate Governance disclosures are appropriately included in this report. Management Discussions and Analysis Report is annexed to this report as Annexure D.
DIRECTORS AND KEY MANGERIAL PERSONNEL
As at March 31, 2024, your Board comprised of seven (7) Directors including two (2) Executive Directors viz Mr. Ajay Savai, Managing Director and Ms. Trishana Savai, Executive Director & CFO; one (1) Non-executive Director viz. Mr. Dhaval Savai and four (4) Independent Directors viz Mr. Tejas Shah, Mr. Pramit Shah, Mr. Nipun Zaveri and Mr. Ketan Shah. Constitution of
Board as at March 31, 2024 is in compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations.
None of the Directors of the Company are Director in any other Listed entities or Member / Chairperson of any statutory Board Committees of other Listed entities.
During the year under review, Mr. Dhaval Savai resigned from the executive position as
Executive Director & CFO with effect from March 18, 2024 and continued as Non-Executive Director. Ms. Trishana Savai, Executive Director was nominated as Chief Financial Officer of the Company with effect from March 18, 2024.
Post March 31, 2024, Mr. Tejas Shah vacated his office as Independent Director upon expiry of term w.e.f. close of business on June 17, 2024 and was subsequently appointed as an Additional Director in the category of Non-Executive Non- Independent Director by the Board w.e.f. July 8, 2024. A proposal seeking Shareholders approval for appointment of Mr. Tejas Shah as Non- Executive Director of the Company liable to retire by rotation forms part of Notice of ensuing Annual General Meeting. The Company has received appropriate notice proposing candidature of Mr. Tejas Shah as Director along with consent from Mr. Tejas Shah to act as Director of the Company, if approved. Your Board recommends the appointment for approval of the Shareholders.
Further, pursuant to Section 152 of Companies Act, 2013, Mr. Ajay Savai is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. Your Board recommend his re-appointment for approval of Shareholders. Mr. Ajay Savai does not suffer from any disqualification as prescribed u/s. 164 of the Companies Act, 2013 from being re-appointed as Director of the Company liable to retire by rotation.
As at March 31, 2024, Mr. Ajay Savai, Ms. Trishana Savai and Mr. Shailesh Paranjape are Key Managerial Personnel of the Company in the category of Chief Executive Officer, Chief Financial
Officer and Company Secretary of the Company. During the year under review, Ms. Dipika Jagdale resigned as Company Secretary of the Company w.e.f. December 15, 2023, and Mr. Shailesh Paranjape was appointed as Company Secretary & Compliance Officer of the Company
w.e.f. January 5, 2024.
None of the Directors of your Company is a Director in more than twenty companies (including ten public companies) or acts as an Independent Director in more than seven listed companies, or three listed companies in case they serve as a Whole-time Director in any listed company. Disclosures have been made by the Directors regarding their Chairpersonships/Memberships of mandatory Committees of the Board and the same are within the permissible limits as stipulated under Regulation 26(1) of the Listing Regulations. Accordingly, none of the Directors on the Board of your Company is a member of more than ten Committees and Chairperson of more than five Committees, across all Indian public limited companies in which he/ she is a Director.
Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai are related with each other, except for this none of the other Directors are inter se related to each other.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfill the condition specified in SEBI Listing Regulations and are independent of Management.
Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to act/continue as Directors of the Company. The certificate of non-disqualification of directors from the Secretarial Auditor forming part of this Annual report and annexed as Annexure E.
Except for Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai, Directors who are inter se related, no other Directors of the Company are related inter se. Further all directors have financial and accounting knowledge.
NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS
During FY 23-24, your Board of Directors met 5 (Five) times on 17 May 2023, 11% July 2023, 13t
October 2023, 5t January 2024 and 18t March 2024. Details of attendance of Directors at the
Board Meeting held during FY 2023-24 and at the 39 Annual General Meeting held on 28 September 2023 is as mentioned herein:
Board Meeting
13.10.23 05.01.24
PERFORMANCE EVALUATION
During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent Directors of the Company, in a separate meeting held on May 17, 2023 without the presence of other Directors and Management had evaluated the performance of
Chairman, Non-Executive Directors, Board, Board Committees and the flow of information
between the Company and Board. The performance of Independent Directors was evaluated by the Board at the Meeting held on May 17, 2023. The evaluation process was based on set criteria which inter alia included attendance and participation at the meetings etc.
BOARD COMMITTEES Audit Committee
As at March 31, 2024, the Audit Committee constituted as per Section 177 of the Companies Act,
2013 comprised of four (4) Directors including three (3) Independent Directors. During the year
under review, the Audit Committee met five (5) times on 17% May 2023, 11% July 2023, 13t October 2023, 5% January 2024 and 18 March 2024.
The composition of the Audit Committee as at March 31, 2024 and particulars of attendance by the members at the meetings of the Audit Committee held in FY 2023-24 are given below:
Name
Category of Director
# Executive Director & CFO till March 18, 2024
Scope and Terms of reference of Audit Committee is as per Listing regulation and Section 177 of Companies Act, 2013 and broadly includes:
? recommendation of appointment, remuneration, other terms Statutory / Internal Auditors
and discussion with internal auditors of any significant findings and follow up there on; ? review and monitor auditor’s independent and performance, and effectiveness of the audit process; ? reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval; o oversight of Company’s financial reporting process and reviewing disclosures to ensure that
the financial statement is correct, sufficient and credible
e approval or any subsequent modification of transactions proposed to be entered into with
related parties;
* scrutiny of inter-corporate loans and investments o valuation of undertakings or assets of the entity, wherever it is necessary; ? evaluation of internal financial controls and risk management systems;
* to review the functioning of the whistle blower mechanism;
* approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;
Nomination and Remuneration Committee
As at March 31, 2024, the Nomination and Remuneration Committee constituted as per Section
178 of the Companies Act, 2013 comprised of three (3) Independent Directors. During the year
under review, the Committee met three (3) times on 11t July 2023, 5% January 2024 and 18t
March 2024
The composition of the Nomination and Remuneration Committee as at March 31, 2024 and
particulars of attendance by the members at the Committee meetings held in FY 2023-24 are given below:
Number of Meeting
The Scope and Terms of reference of Nomination and Remuneration Committee is as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes: o formulation of criteria for evaluation of performance of independent directors and the Board
of directors;
? devising a policy on diversity of Board of Directors;
? identifying and recommending persons who are qualified to become directors and who may be appointed in senior management; * specify criteria for effective evaluation of the performance of the Board, Board Committees
and Directors;
e to recommend to Board a policy, relating to remuneration for the director, key managerial personnel and other employee; * to determine remuneration to directors, key managerial personnel and senior management
STAKEHOLDERS RELATIONSHIP COMMITTEE
As at March 31, 2024, the Stakeholders Relationship Committee constituted as per Section 178 of
the Companies Act, 2013 comprised of four (4) Directors, including three (3) Independent Directors and one (1) Executive Director. During the year under review, the Committee met twice on 20t April 2023 and 5% January 2024.
The composition of the Stakeholders Relationship Committee as at March 31, 2024 and particulars of attendance by the members at the Committee meetings held in FY 2023-24 are given below:
Terms or reference and role of Stakeholder Relationship Committee as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes: e resolving grievances of security holders including complaints related to transfer
/transmission, non-receipt of annual report, non-receipt of declared dividends, issue of
new/ duplicate certificates, general meetings etc;
? review of measures taken for effective exercise of voting rights by shareholders; e Review of adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company; As at April 1, 2023, there was 1 investor complaint pending. During the year the Company received 8 complaints and resolved all 9 complaints. Accordingly, no investor complaint were pending as at March 31, 2024.
Your Board confirms that all the recommendations of the Board Committees, wherever
applicable, were accepted by the Board during the year under review.
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 mandating inter alia for constitution of Corporate Social Responsibility (CSR) Committee or approving CSR policy or making CSR contributions are not applicable to the Company as the Company does not meet the threshold prescribed under the said provisions.
POLICIES Code of Conduct
The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Managing Director of the Company, is as mentioned herein. Copy of the Code has been uploaded on the Company’s website at S & T Corporation Limited (stcl.co.in
DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for the financial year ended March 31, 2024.