Dear Members,
Your Directors have pleasure in presenting the 23rd Annual
Report together with the Audited Financial Statements of Signatureglobal (India) Limited
for the financial year ended 31st March, 2022.
FINANCIAL HIGHLIGHTS
The consolidated and standalone financial performance of the Company
for the financial year ended 31st March, 2022 is summarized below:-
(Amount Rs In Lakhs except Earnings Per Share Data)
Particulars |
Consolidated |
|
Standalone |
|
|
2021-22 Current Year |
2020-21 Previous Year |
2021-22 Current Year |
2020-21 Previous Year |
Revenue from operation and other income |
93,959.89 |
15,471.93 |
44,105.88 |
40,173.62 |
Operating Profit/(Loss) before Depreciation |
(11,569.10) |
(8,012.66) |
(6,809.67) |
(81.83) |
Less: Depreciation |
2,072.64 |
1,180.96 |
1,719.62 |
1,100.58 |
Profit/ (Loss) before Tax and exceptional items |
(13,641.74) |
(9,196.83) |
(8,529.29) |
(1,018.75) |
Share of loss in associate |
- |
(3.21) |
- |
- |
Less: Exceptional Items |
- |
549.27 |
- |
- |
Loss before tax |
(13,641.74) |
(9,746.10) |
(8529.29) |
(1018.75) |
Less: Provision for Tax -Current Tax |
16.54 |
796.56 |
|
671.98 |
Deferred Tax Credit |
(1945.11) |
(1,898.53) |
(1,408.44) |
(917.24) |
Income tax earlier years |
(163.14) |
(16.42) |
(164.68) |
(20.36) |
Profit/(Loss) after Tax |
(11,550.03) |
(8,627.71) |
(6,956.17) |
(753.13) |
Other Comprehensive income |
705.54 |
(2,778.44) |
664.42 |
(2746.30) |
Total Comprehensive income |
- |
- |
(6,291.75) |
(3,499.43) |
Total Comprehensive income attributable to Holding Company |
(10,935.79) |
(11,380.14) |
|
|
Non-controlling interest |
91.30 |
26.01 |
- |
- |
Total Profit/ (loss) for the year |
(10,844.49) |
(11,406.15) |
(6,291.75) |
(3,499.43) |
Earning per share |
(10.23) |
(7.56) |
(6.11) |
(0.66) |
FINANCIAL
The Company has prepared the Standalone and Consolidated Financial
Statements for the Financial Year 2021-22 in accordance with the Companies (Indian
Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013
(the "Act").
As per Ind AS 115, the revenue from real estate projects is recognized
only at a point in time upon the Company satisfying its performance obligation as compared
to earlier percentage of completion method as per the Guidance Note on Accounting for Real
Estate Transactions. Accordingly, revenue recognition for our projects occurs following
the receipt of occupancy certificate and after receipt of substantial amount of
collections. When the total project cost in our estimates exceeds total revenues from the
projects, the loss is recognized immediately. As the outcome of the contracts cannot be
measured reliably during early stages of the project, contract revenue is recognized only
to the extent of costs incurred in the statement of profit and loss.
During the year, total income at consolidated level was Rs 93,959.89
Lakhs as compared to \Rs 15,471.93 Lakhs in the Financial Year 2020-21. During the year
under review, total income at standalone level was Rs 44,105.88 as compared to Rs
40,173.62 Lakhs in the Financial year 2020-21.
STATE OF COMPANY?S AFFAIRS
The Company is well-established in Gurugram, Haryana and Delhi NCR
region for affordable and mid segment housing projects. In our experience, the combination
of our brand recognition, quality product offerings and competitive pricing has enabled us
to attract home buyers resulting in selling of substantial portion of our projects soon
after their launch.
IMPACT OF COVID-19
The second wave of COVID-19 pandemic led to loss of human life and
suffering worldwide. It presented an unprecedented challenge to public health, food
systems and the economy as a whole. The economic and social disruption caused by the
pandemic was devastating.
Due to the large number of infections in India, several State
Governments announced lockdowns in the first quarter of Financial year 2021-22 to prevent
the spread of COVID-19. This led to the curtailment of economic activity. Once lockdown
restrictions were eased, the economy started witnessing a strong recovery.
The health and safety of its employees and stakeholders remained the
top priority for the Company with several initiatives to support employees and their
families during the pandemic.
In-spite of challenging market condition due to the COVID-19 pandemic,
the performance of the Company has been very promising. During the year, the Company and
its subsidiary Companies have launched 7 new projects viz., Millennia 4, Signature Global
Imperial, Signature Global City 37D, Signature Global City 92, Signature Global City 81,
Signature Global Park 1 and Signature Global Infinity and obtained Occupation Certificate
(OC)/ Partial Occupation Certificate for 7 running projects viz. Grand IVA, Orchard
Avenue, The Serenas, Sunrise and Signature Global Park II, Signature Global Park III and
Signature Global City I.
PROPOSED IPO OF THE COMPANY
The Company has filed Draft Red Herring Prospectus?
("DRHP") dated 12th July, 2022 with the Securities and Exchange Board
of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited for
the proposed issue i.e. fresh issue of Equity Shares aggregating up to Rs 750 Crore and
offer for sale of Equity Shares by the existing shareholders aggregating up to Rs 250
Crore. The Company is awaiting the approval from SEBI.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
During the year under review, the Company acquired 75,15,000 equity
shares of face value of Rs 10 each in Signature Builders Private Limited and consequent to
the acquisition Signature Builders Private Limited has become a wholly owned subsidiary of
the Company w.e.f. 20th April, 2021.
During the year under review, the Company has also acquired 50,00,000
equity shares of face value of Rs 10 each by subscription to the rights issue in
Signatureglobal Business Park Private Limited (a wholly owned subsidiary of the Company).
Except as stated above, there was no change in the holding of any
subsidiary, joint venture or associate company during the year.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES
The Company as of 31st March, 2022 has 12 subsidiaries. The
performance highlights of the material subsidiaries are given below:
JMK HOLDINGS PRIVATE LIMITED ("JMK")
JMK is a wholly owned subsidiary Company of the Company and is engaged
in the business of buying, selling, developing and dealing in land and immovable property,
as well as owning, developing, purchasing etc. of immovable properties, including
rendering consultancy services in real estates business.
JMK reported turnover of Rs 31,043.97 lakhs for the year ended 31st
March, 2022 (31st March, 2021: Rs 6.59 lakhs) and reported a net profit of Rs
1,456.25 lakhs vis-a-vis profit of Rs 154.24 lakhs in the previous year ended 31st
March, 2021.
STERNAL BUILDCON PRIVATE LIMITED ("STERNAL")
Sternal is a wholly owned subsidiary Company of the Company and is
engaged in the business of real estate and infrastructure development, designing,
developing, selling etc. of residential and commercial properties. It is also authorised
to carry on business of selling and purchasing property buildings or lands and rendering
consultancy services in real estates business.
It achieved turnover of Rs 26,649.79 lakhs for the year ended 31st
March, 2022 (31st March, 2021: Rs 1,974.68 lakhs) and reported a net loss of Rs
1,325.9 lakhs vis-a-vis net loss of Rs 1,078.82 lakhs in the previous year ended 31st
March, 2021.
SIGNATURE BUILDERS PRIVATE LIMITED ("SBPL")
SBPL is a wholly owned subsidiary Company of the Company and is
authorised to engage in the business of real estate and infrastructure development,
including purchase, sale, or deal in residential and commercial projects. SBPL is also
authorised to carry on the business as owners, builders, developers, colonizers etc. and
maintain all types of immovable properties of any description.
SBPL reported turnover of Rs 17,307.57 lakhs for the year ended 31st
March, 2022 (31st March, 2021: Rs 568.56 lakhs) and reported a net profit of Rs
292.09 lakhs vis-a-vis net loss of Rs 96.79 lakhs in the previous year ended 31st
March, 2021.
A statement containing the salient features of the Financial Statements
of the subsidiaries, joint ventures and associate companies of the Company is give in Form
AOC-1 as Annexure-A as required under Rule 5 of the Companies (Accounts) Rules, 2014
forming part of this Annual Report.
ANNUAL RETURN
Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, as on 31st March, 2022 is available on the Company?s website at
https://www.signatureglobal.in/investor.php.
DIRECTORS AND KMPs
During the year ended 31st March, 2022 and till the date of
this Report, following were Directors on the board of the Company;
S. No. |
Name of Director(s) |
DIN |
Date of Appointment |
1. |
Mr. Pradeep Kumar Aggarwal* |
00050045 |
02/11/2017 |
2. 3. |
Mr. Lalit Kumar Aggarwal# Mr. Ravi Aggarwal* |
00203664 00203856 |
15/02/2022 05/11/2015 |
4. |
Mr. Devender Aggarwal# |
00161465 |
15/02/2022 |
5. |
Mr. Chandra Wadhwa# |
00764576 |
15/02/2022 |
6. |
Mr. Kundan Mal Agarwal$ |
00043115 |
02/04/2021 |
7. |
Ms. Lata PillaiA |
02271155 |
15/03/2022 |
8. |
Mr. Venkatesan NarayananA |
00765294 |
15/03/2022 |
* Mr. Pradeep Kumar Aggarwal was re-designated as Chairman and Whole
Time Director and Mr. Ravi Aggarwal was re-designated as Managing Director with effect
from 15th February, 2022.
# Mr. Lalit Kumar Aggarwal was appointed as Vice Chairman and Whole
Time Director and Mr. Devender Aggarwal was appointed as Joint Managing Director and Mr.
Chandra Wadhwa was appointed as Independent Director with effect from 15th
February, 2022.
$ Mr. Kundan Mal Agarwal was appointed as Independent Director of the
Company by passing Special resolution at the extra ordinary general meeting held on 2nd
April, 2021 to continue to hold office after attaining the age of 75 years. His
appointment was effective from 2nd April, 2021.
A Ms. Lata Pillai and Mr. Venkatesan Narayanan were appointed as
Independent Directors with effect from 15 th March, 2022.
The Board is of the opinion that the independent directors have the
necessary experience, expertise and integrity and are independent of the Management of the
Company.
KMPs-
Mr. Sanjay Kumar Varshney and Mr. Rajat Kathuria were appointed as
Chief Operating Officer and Chief Executive Officer of the Company respectively w.e.f. 15th
March, 2022 and were also designated as Key Managerial Personnels (KMPs). Mr. Suraj Malik
was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 14th
February, 2022 and has since resigned from the post of Chief Financial Officer (CFO)
w.e.f. 15th April, 2022.
After the closure of Financial Year, Mr. Anurag Srivastava resigned
from the post of Company Secretary with effect from 24th May, 2022, however, he
would continue in the employment of the Company.
Mr. M R Bothra and Mr. Manish Garg were appointed as Company Secretary
and Chief Financial Officer (CFO) of the Company respectively with effect from 31st
May, 2022.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent
Directors as required under Section 149(7) of the Companies Act, 2013 and they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
All the Independent Directors of the Company have been empanelled with
the Independent Directors Databank as maintained by the Indian Institute of Corporate
Affairs.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no Change in the nature of Business of the Company
during the financial year under review.
SHARE CAPITAL AUTHORISED SHARE CAPITAL
During the year under review, in pursuance to the necessary approvals
of the shareholders the following changes took place in the Authorized Share Capital of
the Company:
a. ) On 7th December, 2021, the authorized share capital of
the Company was increased from Rs 135,200,000 divided into 13,520,000 equity shares of Rs
10 each to Rs 350,000,000 divided into
35.000. 000 equity shares of Rs 10 each.
b. ) On 14th February, 2022, the authorized share capital of
the Company was increased from Rs
350.000. 000 divided into 35,000,000 equity shares of Rs 10 each to Rs
500,000,000 divided into
50.000. 000 equity shares of Rs 10 each.
c. ) On 19th February, 2022, due to sub-division, there was
change in the authorized share capital of Company from Rs 500,000,000 divided into
50,000,000 equity shares of Rs 10 each to Rs 500,000,000 divided into 500,000,000 equity
shares of Rs 1 each.
During the period under review, in pursuance to the necessary approvals
of the shareholders, clause V of Memorandum of Association was amended as per the
provisions of the Companies Act, 2013 to reflect the aforesaid changes from time to time.
As on 31st March, 2022, the authorized share capital of the
Company stood at Rs 500,000,000 divided into 500,000,000 equity shares of Rs 1 each.
PAID UP SHARE CAPITAL
During the year under review, the following changes took place in the
Paid-up Share Capital of the Company:
a. ) pursuant to shareholders? resolution dated 19th
February, 2022, the face value of Company?s equity shares was changed from Rs 10 each
to Rs 1 each. Accordingly, the cumulative number of issued, subscribed and paid-up equity
shares pursuant to sub-division is 56,879,400 equity shares of face value of Rs 1 each.
b. ) the Company has allotted on 23rd March, 2022,
5,68,79,400 equity shares of Re. 1/- each as Bonus Equity Shares out of surplus available
in securities premium in the proportion of 1:1 (i.e., one equity share of Rs 1 each for
every 1 equity share of Rs 1/- each.
The paid up equity share capital as on 31st March, 2022 was
Rs 11,37,58,800/- (Rupees Eleven Crores Thirty Seven Lakhs Fifty Eight Thousand Eight
Hundred Only) divided into 11,37,58,800 equity shares of Rs 1 each.
DEBENTURES
During the year under review the following debentures were
issued/redeemed/transferred:
Name of allottee |
Date of allotment/redemp tion/transfer |
No of Debentures |
F ace value |
Partial Redemption/ Fully Redemption
/Allotment/Tr ansfer |
HDFC Capital Affordable Real |
3rd August, 2021 |
36,180 |
10,000 |
Allotment |
Estate Fund-I |
|
|
|
|
Transferred from ICICI Prudential Real Estate AIF- 1 to HDFC
Capital Affordable Real Estate Fund-I |
# 13 th July, 2021 |
1,00,000 |
10,000 |
Transfer |
HDFC Capital Affordable Real Estate fund -2 |
20th October, 2021 |
54,950 |
10,000 |
(Partial Redemption) |
HDFC Capital Affordable Real Estate Fund- 2 |
2nd December, 2021 |
36,802 |
10,000 |
(Redemption) |
HDFC Capital Affordable Real Estate Fund- 2 |
2nd December, 2021 |
57,600 |
10,000 |
(Redemption) |
# Date of amendment in the Debenture Purchase agreement dated 14th
June 2021, recorded in the Board meeting dated 3rd August, 2021.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The Company has not declared dividends on the Equity Shares, therefore,
provisions for transfer of unclaimed dividend to investor education and protection fund
under the Companies Act, 2013 were not applicable.
DIVIDEND
In view of the losses, the Board does not propose to pay any dividend
for the financial year ended 31st March, 2022.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There was no instance of one time settlement with any Bank or Financial
Institution during the financial year 2021-22.
AMOUNT TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
during the Financial Year ended 31st March, 2022.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor
accepted any deposits from the public pursuant to the provisions of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS
During the year under review, the Company was converted from a private
limited company to a public limited company pursuant to a special resolution passed by our
Shareholders on 14th February, 2022 and the name of the Company was changed
from Signatureglobal (India) Private Limited to Signatureglobal (India) Limited with
effect from 10th March 2022 after receiving the Certificate of Incorporation
from the Central Government (Registrar of Companies).
Except as disclosed in this Report, no material changes and commitments
which could affect the Company?s financial position have occurred between the end of
the financial year of the Company and date of this report.
BUSINESS RISK MANAGEMENT
The Company is in the business of Real Estate development, prone to
inherent business risks like any other organization. To minimize the adverse consequence
of risks on business objectives the Company has framed this Risk Management Policy. 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.
In today?s challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia includes financial risk, political risk,
fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal control systems commensurate with the nature of the
Company?s business, size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations. Internal control systems are designed to ensure that all assets and
resources are acquired economically, used efficiently and adequately protected.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with rules made thereunder, the Board has appointed M/s Jain Jindal & Co. as
Internal Auditor of the Company for the Financial Year 2021-22.
ANNUAL EVALUATION BY THE BOARD
The provisions of Sub-rule 4 of Rule 8 of the Companies (Accounts)
Rules, 2014, are not applicable on Company, therefore, disclosure of annual evaluation by
the Board of its own performance and that of its committees and individual directors not
required to disclose.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies
Act, 2013 and the particulars of the employees who are covered by the provisions contained
in Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
including any statutory modification(s) thereof for the time being in force, the details
of remuneration etc. of Directors, Key Managerial Personnels and employees covered under
the said Rules are not applicable on the Company.
VIGIL MECHANISM
The Company has formulated "Vigil Mechanism/ Whistle Blower
Policy" to provide Vigil Mechanism to the employees including Directors of the
Company to report genuine concerns and to ensure strict compliance with ethical and legal
standards across the Company. The provisions of this Policy are in line with the
provisions of the Section 177(9) of the Companies Act, 2013 and rules made thereunder.
During the period under review, the Company has not received any
complaint under the vigil mechanism policy of the Company.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2021-22, 27 (Twenty Seven) meetings of the
Board were held on 1st April, 2021, 24th May, 2021, 4th
June, 2021, 23rd June, 2021, 6th July, 2021, 12th July,
2021, 15th July, 2021, 29th July, 2021, 3rd August, 2021,
23rd August, 2021, 8th September, 2021, 15th September,
2021, 21st September, 2021, 21st October, 2021, 30th
October, 2021, 12th November, 2021, 26th November, 2021, 6th
December, 2021, 30th December, 2021, 10th January, 2022, 20th
January, 2022, 11th February, 2022, 18th February, 2022, 21st
February, 2022, 14th March, 2022, 23rd March, 2022 and 30th
March, 2022. The provisions of the Companies Act, 2013 and Secretarial Standard-1 were
complied with in relation to the time gap between two board meetings.
Secretarial Standards
The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of
the Board of Directors and General Meetings, respectively have been duly complied with by
the Company.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:
a. in the preparation of annual accounts for the financial year ended
31st March, 2022, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;
b. 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 as at 31st
March, 2022 and of the profit of the Company for the period ended on that date;
c. the Directors have 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;
d. the Directors have prepared the annual accounts on a going concern
basis;
e. the Directors have laid down proper internal financial controls to
be followed by the Company and such internal financial control are adequate and were
operating effectively; and
f. the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
AUDITOR AND AUDITORS? REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with rules made thereunder, Walker Chandiok & Co. LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013) were appointed as Statutory Auditors of the
Company to hold office for a period of five consecutive years from the conclusion of 18th
Annual General Meeting till the conclusion of 23rd Annual General Meeting of
the Company to be held in the year 2022.
The tenure of the Statutory Auditors of the Company will conclude at
the end of ensuing Annual General Meeting (AGM) of the Company. Being eligible for
re-appointment and based upon the consent received from M/s Walker Chandiok & Co. LLP,
Chartered Accountants (Firm Registration No. 001076N/N500013), the Board of Directors of
the Company, on the recommendation made by the Audit Committee, have proposed to
re-appoint M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.
001076N/N500013) for a further period of four years, to hold the office from the
conclusion of 23rd Annual General Meeting till the conclusion of 27thAnnual
General Meeting to be held for the Financial Year 2025-26 subject to the approval of the
shareholders in the ensuing AGM.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
Board of Directors of the Company on the recommendation made by the Audit Committee has
approved the appointment of M/s Goyal, Goyal and Associates, Cost Accountant (Reg. No.
000100) as Cost auditors of the Company for the F.Y 2022-23 and the necessary resolution
for approval of the remuneration payable to the Cost Auditors forms part of the notice of
the forthcoming Annual General Meeting of the Company.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR OTHER THAN WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
There was no fraud reported in the Company during the Financial Year
ended 31st March, 2022. This is also being supported by the report of the
auditors of the Company as no fraud has been reported in their audit report for the
Financial Year ended 31st March, 2022.
BOARD?S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE
REMARKS OR DISCLAIMER MADE BY
STATUTORY AUDITORS
The Auditors? Reports for the financial year 2021-22 do not
contain any qualification or reservation or adverse remark. The Notes on Financial
Statement referred to in the Auditors? Report are selfexplanatory and do not call for
any further comments.
During the year, no incidence of fraud as defined under Section 143(12)
of the Companies Act, 2013, which is required to be disclosed under Section 134(3)(ca) of
the Companies Act, 2013, has been reported by the Auditors to the Board of directors of
the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board has appointed M/s Deepak Sharma & Associates, Company Secretaries, as
Secretarial Auditor of the Company for the financial year 2021-22. The report in respect
of the Secretarial Audit carried out for the financial year 2021-22 in the Form MR-3 forms
part of this Report as Annexure-B and does not contain any qualification, reservation or
adverse remarks.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company is engaged in the business of providing infrastructural
facilities viz., real estate development as defined under Schedule VI read with sub
section (11) of section 186 of the Companies Act, 2013. Hence, the provisions of section
186 of the Companies act, 2013 are not applicable upon the Company.
However, the details of the loan, guarantee and investment made by the
Company are given under Notes 5, 11 and 15 of the Financials Statements of the Company for
the Financial Year ended 31st March, 2022.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
PURSUANT TO THE SECTION 188 (1) OF THE COMPANIES ACT, 2013
During the financial year, the Company has entered into various
transactions with related parties. All related party transactions are undertaken in
compliance with the applicable provisions of the Companies Act, 2013.
There were no related party transactions entered into by the Company
with Directors, KMPs or other related parties which may have a potential conflict with the
interest of the Company. Since all the related party transactions entered into by the
Company during the financial year were at arm?s length basis and in ordinary course
of business, no detail is required to be given in Form AOC-2. All transactions which are
provided under Note No. 39 of the Financials Statement of the Company for the year 2021-22
with the related parties of the Company have been summarized in Form AOC-2 attached as
Annexure C.
POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION
The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee of the Company, had framed a Policy for Nomination and Appointment
of Directors. As required under Section 178 of the Companies Act, 2013 read with the Rules
made thereunder, the Nomination and Remuneration Committee also recommended to the Board a
Remuneration Policy for remuneration, to Directors, Key Managerial Personnels and Senior
Management Personnel and other employees of the Company, which was duly approved by the
Board. The Board on the recommendation of the Committee appoints the Senior Management
Personnel from time to time. The Remuneration Policy of the Company is available on
Company?s website at https://www.signatureglobal.in/investor.php.
DISCLOSURES RELATED TO COMMITTEES AND POLICIES
a.) AUDIT COMMITTEE-
In compliance with the provisions of Section 177 of the Companies Act,
2013, the Company has constituted Audit Committee through resolution passed by Board in
its meeting held on 14 th March, 2022 and also approved the terms of reference
of the committee. As on the date of this report, the Audit Committee comprises of the
following members:
Sr. No. |
Name of Member |
Committee Designation |
1. |
Mr. Kundan Mal Agarwal |
Chairman cum Member |
2. |
Mr. Chandra Wadhwa |
Member |
3. |
Mr. Ravi Aggarwal |
Member |
During the reporting year, no meeting of Audit Committee took place.
b.) NOMINATION AND REMUNERATION COMMITTEE-
In compliance with the provisions of the Section 178 of the Companies
Act, 2013, Nomination and Remuneration Committee was constituted pursuant to resolution
passed by Board in its meeting held on 23rd March, 2022 and last reconstituted
pursuant to resolution passed by Board in its meeting held on 31st May, 2022.
The scope and functions of the Committee are in accordance with Section 178 of the
Companies Act and its terms of reference as stipulated pursuant to resolution passed by
our Board in its meeting held on 23rd March, 2022. As on the date of this
report, the Nomination and Remuneration Committee comprises of the following members:
Sr. No. |
Name of Member |
Committee Designation |
1. |
Mr. Chandra Wadhwa* |
Chairman cum Member |
2. |
Mr. Kundan Mal Agarwal |
Member |
3. |
Mr. Pradeep Kumar Aggarwal |
Member |
4. |
Mr. Venkatesan Narayanan |
Member |
*In the meeting held on 31st May, 2022 Mr. Chandra Wadhwa
was designated as the Chairman of the Committee in place of Mr. Kundan Mal Agarwal.
During the year, no meeting of Nomination and Remuneration Committee
took place.
c.) STAKEHOLDERS? RELATIONSHIP COMMITTEE-
In compliance with the provisions of the Section 178 of the Companies
Act, 2013, the Stakeholders? Relationship Committee was constituted pursuant to
resolution passed by our Board in its meeting held on 23rd March, 2022 and last
reconstituted pursuant to resolution passed by our Board in its meeting held on 31st
May, 2022. The scope and functions of the Committee are in accordance with Section 178 of
the Companies Act and its terms of reference as stipulated pursuant to resolution passed
by our Board in its meeting held on 23rd March, 2022. As on the date of this
report, the Stakeholders? Relationship Committee comprises of the following members:
Sr. |
Name of Member |
Committee Designation |
No. |
|
|
1. |
Mr. Chandra Wadhwa |
Chairman |
2. |
Mr. Pradeep Kumar Aggarwal |
Member |
3. |
Mr. Ravi Aggarwal |
Member |
Mr. Kundan Mal Agarwal and Mr. Lalit Kumar Aggarwal ceased to be the
member of the Committee w.e.f. 31st May, 2022 and Mr. Chandra Wadhwa and Mr.
Ravi Aggarwal were appointed as member of the Committee w.e.f. 31st May, 2022.
In the meeting held on 31st May, 2022 Mr. Chandra Wadhwa was
designated as the Chairman of the Committee in place of Mr. Kundan Mal Agarwal.
During the year, no meeting of Stakeholders? Relationship
Committee took place.
d.) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE-
The Corporate Social Responsibility Committee was constituted by the
Board in its meeting held on 17th September, 2019 and was last reconstituted by
the Board in its meeting held on 31st May, 2022. The scope and functions of the
Committee are in accordance with Section 135 of the Companies Act and the terms of
reference of the Committee is as stipulated by the Board pursuant to resolution passed in
its meeting held on 31st May, 2022.
As required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Annual Report on the CSR activities is attached herewith as
Annexure-D in the format prescribed including any statutory modifications/amendments
thereto for the time being in force. As on the date of this report, the Corporate Social
Responsibility Committee comprises of the following members:
Sr. No. |
Name of Member |
Committee Designation |
1. |
Mr. Pradeep Kumar Aggarwal |
Chairman |
2. |
Mr. Kundan Mal Agarwal |
Member |
3. |
Mr. Lalit Kumar Aggarwal |
Member |
Mr. Kundan Mal Agarwal was appointed as member of the Committee w.e.f.
14th March, 2022.
Mr. Ravi Aggarwal ceased to be the member of the Committee w.e.f. 31st
May, 2022.
Mr. Lalit Kumar Aggarwal was appointed as member of the Committee
w.e.f. 31st May, 2022.
During the period under review, CSR Committee met three times i.e. on
16th April, 2021, 29th September, 2021 and 31st March,
2022.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards Sexual Harassment of Women at
Workplace and values the dignity of individuals and is committed to provide an
environment, which is free of discrimination, intimidation and abuse.
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (Act?) and rules made there
under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy
working environment without fear of prejudice, gender bias and sexual harassment and
Complying with the other applicable provisions of the Act.
During the year under review, the Company has not received any
complaint pertaining to sexual harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO
The disclosure to be made under sub section (3) (m) of Section 134 of
the Companies Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by
the Company are explained as under:
(a) CONSERVATION OF ENERGY-
(i) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY;
Most of Companies projects launched between Fiscal 2020 and Fiscal 2022
are certified by the Indian Green Building Council ("IGBC") in accordance with
the IGBC green affordable housing system or have received EDGE certification in the
affordable housing segment in Delhi NCR.
Company?s efforts towards sustainability have been recognized
through various awards and recognitions including the Signature Global group being
conferred the 8th IGBC Green Champion Award under the category of
Developer Leading the Green Affordable Housing Movement in India?.
For conservation & sustainable use of energy the Company is
implementing Solar Panels, LED lights, Low VOC Paint & High performance Low-e Glazing
on most of its projects which are very important factor for Green Building also.
(ii) THE STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF
ENERGY;
The Company is using Solar Panels during and after construction stage
as an alternate source of energy.
(iii) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT;
The Company spent approx. Rs 22 Lakhs under capital investment on
energy conservation equipments.
(b) TECHNOLOGY ABSORPTION-
(i) THE EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION;
The Company had taken initiatives towards digital journey and choose
SAP (world class renowned ERP system, Sales force (world class CRM system), implementation
is started effective from Aug 21 and Gone Live Effective April 22.
(ii) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST REDUCTION,
PRODUCT DEVELOPMENT OR IMPORT SUBSTITUTION;
Broader benefits to move all IT operations on standard platforms
considering the overall organizational growth and volume. Some of the benefits are
articulated below;
Single source of truth - One System across legal entities
extended to Business partners and customers.
Coverage of all the business processes and associated activities
Integrated controls and financials across functions
Automation enablement wherever necessary
Near real time facilitation of Reports, Dashboards & MIS
Mobile enabled key processes/ dashboards
Scalable in terms of future growth both from application and
infra standpoint
Embedded Operational Analytics
Access on the fly - choose the cloud model for whole Digital
transformation with virtually zero business application system outage
(iii) IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE
YEARS RECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR)-
(a) THE DETAILS OF TECHNOLOGY IMPORTED;
MIVAN TECHNOLOGY: Mivan shuttering is a fast-paced construction
technique which offers strength and durability to a building by use of aluminum formworks.
It is much quicker than the traditional beam, column, and brick construction.
(b) THE YEAR OF IMPORT; From Financial Year 2019-20 to 2021-22
(c) WHETHER THE TECHNOLOGY BEEN FULLY ABSORBED; Yes
(d) IF NOT FULLY ABSORBED, AREAS WHERE ABSORPTION HAS NOT TAKEN PLACE,
AND THE REASONS THEREOF; NA and
(iv) THE EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT NA
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO -There was no foreign exchange
earning & outgo during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE
During the year under review, there is no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and company?s operations in future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR-
There are no applications made or any proceeding pending against the
Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their sincere
appreciation to all the employees for their dedication and commitment. Their hard work and
unstinted efforts enabled the Company to sustain its performance and consolidate its
sectoral leadership.
The Board of Directors would like to express their sincere appreciation
for assistance and cooperation received from vendors and stakeholders, including financial
institutions, banks, Central and State Government authorities, customers and other
business associates, who continued to extend their valuable support during the year under
review. It will be the Company?s endeavour to nurture these relationships in
strengthening business sustainability.
The Board of Directors offers their heartiest condolences to the family
members for loss of their loved ones during the second wave of COVID-19 pandemic and are
grateful and have immense respect for every person who risked his/ her life and safety to
fight this pandemic.
PRADEEP KUMAR AGGARWAL |
Chairman |
DIN: 00050045 |
DATE: 24/09/2022 |
PLACE: Gurugram |