|
To
The Members,
Suraj Estate Developers Limited
Your Directors have pleasure in presenting the 39 th Annual Report of the Company on
the business and operations of the Company, together with the Audited Financial Statements
for the year ended 31 st March, 2025.
1. FINANCIAL RESULTS
The Company's performance during the financial year ended 31 st March, 2025 as compared
to the previous financial year is summarised below: ( in Mn)
| PARTICULARS |
CONSOLIDATED |
STANDALONE |
|
FY 2025 |
FY 2024 |
FY 2025 |
FY 2024 |
| Revenue from operations |
5,490.92 |
4,122.14 |
5,067.88 |
3,707.95 |
| Other income |
40.80 |
34.90 |
464.36 |
160.56 |
| Total revenue |
5,531.72 |
4,157.04 |
5,532.24 |
3,868.51 |
| Expenses |
4,171.12 |
3,218.35 |
4,223.51 |
2,882.87 |
| Profit before tax |
1,360.60 |
938.69 |
1,308.73 |
985.63 |
| Tax expenses |
359.08 |
263.78 |
343.71 |
271.83 |
| Profit after tax |
1,001.52 |
674.90 |
965.03 |
713.80 |
| Other comprehensive income/(loss) |
(0.52) |
(1.43) |
(0.33) |
(0.48) |
| Total comprehensive income for the year |
1,001.00 |
673.47 |
964.70 |
713.33 |
| Basic earnings per share |
21.80 |
19.39 |
20.01 |
20.29 |
| Diluted earnings per share |
19.70 |
19.39 |
19.90 |
20.29 |
2. FINANCIAL PERFORMANCE: a. Consolidated Financials
During the year under review, your Company's consolidated total revenue stood at
5,531.72 Mn as compared to 4,157.04 Mn for the previous year, representing an increase
of 33.01%; Profit before tax stood at 1,360.6 Mn for the year under review as compared
to 938.69 Mn for the previous year representing an increase of 44.95 %; and the total
comprehensive income stood at
1,001 Mn as compared to 673.47 Mn for the previous year representing an increase
48.64 %. b. Standalone Financials
During the year under review, the total revenue stood at 5,532.24 Mn as compared to
3,868.51 Mn for the previous year representing an increase of 43.00%; profit before tax
stood at 1,308.73 Mn for the year under review as compared to 985.62 Mn for the
previous year representing an increase of 32.78 %; and the total comprehensive income
stood at 964.7 Mn as compared to 713.32 Mn for the previous year representing an
increase of 35.24%.
The detailed analysis on the state of affairs, operation of the Company and future
outlook is explained in the Management discussion and analysis report forming part of the
Annual Report of the Company for the year under review.
3. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
No Company/LLP/body corporate/association of persons became subsidiary, associate or JV
during the financial year under review.
The Board of Directors of your Company has approved a Policy for determining material
subsidiaries in line with the Listing Regulations. The Policy is available on the
Company's website at https://surajestate.com/ Investor corner/. During the under review
there are no Material Subsidiaries of the Company as on 31 st March, 2025.
As on 31 st March, 2025, the Company had 4 wholly owned subsidiaries (Name as given
blow). A statement containing the salient features of financial statements and details of
performance of the Company's subsidiaries is given in Annexure I ? 'e-Form
AOC-1 '.
Name of Subsidiaries:
1. Accord Estates Private Limited
2. Iconic Property Developers Private Limited
3. Skyline Realty Private Limited
4. Uditi Premises Private Limited
4. NATURE OF BUSINESS
The Company is primarily engaged in the activities of Real Estate development. The
Company develops residential and commercial infrastructure projects. There was no change
in nature of the business of the Company, during the year under review.
5. STATE OF COMPANY'S AFFAIRS
Project launched
The Company has implemented a comprehensive project development strategy, focusing on
both residential and commercial segments. This approach provides reasonable assurance
regarding the quality and timely delivery of our developments. During the year under
review, the Company has not launched any project. However after the financial year the
Company launched 'Suraj Aureva', a premium residential project on 13 th July, 2025 under
the value luxury segment, strategically located in the highly coveted neighborhood of
Prabhadevi, South-Central Mumbai with a projected Gross Development Value (GDV) of 120
Crores and saleable carpet area of approximately. 0.24 Lakhs sq. ft. this project is being
developed under a capital-efficient redevelopment model, combining Regulations 33(7)(B),
and 33(12) of DCPR 2034.
The state of the Company's affairs, including its operations and ongoing projects, is
detailed in the Management Discussion & Analysis Report, which forms part of this
Annual Report.
6. SHARE CAPITAL
During the year under review, there was no change in the authorised capital of your
Company. The authorised equity share capital of your Company is 300 Mn, comprising
6,00,00,000 equity shares of 5 each per share
During the financial year under review, your Company under Preferential Issue, offered
56,05,742 Equity Shares of 5/- each fully paid, at a premium of
709/- aggregating to 4,002.50 Mn to the selected group of investors belonging to
the non-promoter public category on the preferential basis pursuant Chapter V of SEBI
(ICDR) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made
there under. Out of the said Preferential Issue, your Company allotted 34,12,277 Equity
Shares of 5/-each fully paid, with the premium of 709/- aggregating to
2,436.37 Mn.
After the said allotment, the paid-up capital of the Company is now 238.87 Mn
(4,77,73,388 equity shares of face value of 5/- each fully paid up)
WARRANTS-
During the financial year under review your Company also allotted 13,30,000 (Thirteen
Lakh Thirty Thousand) warrants of 750 each aggregating to 997.50 Mn on the
Preferential basis ('Preferential Issue') in terms of Chapter V of SEBI (ICDR)
Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there
under, to the investor belong to the Public Category.
The said each Warrant has a right to convert into 1 (One) equity share of face value
5/- (Rupees Five only) ( Equity Share ) for cash consideration at a price of
750/-(Rupees Seven Hundred Fifty only) per Warrant (including premium of 745/- (Rupees
Seven Hundred
Forty-five only), at any time within the period of 18
(eighteen) months as the option of the warrant holder from the date of allotment of the
said Warrants.
During the year under review, the Company had received 50% of the total consideration.
However, remaining 50% of each warrant will be received by the Company before or at the
time of conversion of the said warrants into the Equity Shares.
7. NON-CONVERTIBLE DEBENTURES
In FY 2024 your Company raised an aggregate amount of 600 Mn by way of issue of
6,00,00,000 unlisted, secured, rated, redeemable, non-convertible debentures (NCDs) of
face value of 10/- each on private placement basis, and the entire Issue proceeds were
utilised towards the objects of the Issue in FY 2024.
IDBI Trusteeship Services Limited is the debenture trustee for the above
non-convertible debentures issued by the Company. Their contact details are given under
the Corporate Governance Section of the Annual Report.
8. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during
FY 2025
9. DIVIDEND
To conserve the funds required for business growth plans and taking into consideration
the stable performance of your Company, the Board of Directors has not recommended any
dividend for the financial year ended 31 st March, 2025.
10. DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as 'Deposits'
in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Companies Act, 2013 is not
applicable.
11. DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS
There have been 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.
12. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS
The Company has adequate internal controls and processes in place with respect to its
operations, which provide reasonable assurance regarding the reliability of the financial
statements and financial reporting and also functioning of other operations. These
controls and processes are driven through various policies and procedures. During the
year, the review of Internal Financial Controls was carried out and the report was placed
before the Audit Committee. As per the report the Controls are effective and there are no
major concerns. The internal financial controls are adequate and operating effectively to
ensure orderly and efficient conduct of business operations.
13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the Company's operations in
future. There are no proceedings initiated by/pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review, the related party transactions falling under
the provisions of section 188 of the Companies Act, 2013 which Company has entered with
related parties, as defined under section
2(76) of the Companies Act, 2013, were in its ordinary course of business and were on
arm's length basis. All the related party transactions were placed before the Audit
Committee. As per the approval of the Audit Committee, the related party transactions were
presentedtotheBoardofDirectorsspecifyingthenature, value and terms and conditions of the
transactions. The transactions with related parties are conducted in a transparent manner
with the interest of the Company and Stakeholders as utmost priority. The related party
transactions policy is available on the website of the Company at
https://www.surajestate.com/investor-corner/. Since the related party transactions entered
by the Company were in ordinary course of business and on arm's length basis, no
disclosure in AOC- 2 is required to be furnished.
Kindly refer to note number 42 of the financial statements for the transactions with
related parties entered during the year under review.
15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans, guarantees and investments
given/made by the Company as on 31 st March, 2025 which forms part of this Annual Report.
16. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights and hence no
information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014, is furnished.
17. DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
18. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE
SCHEME
The Company has not implemented any Employee Stock Option Scheme or Stock Purchase
Scheme. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules,
2014 and SEBI (Employee
Share Based Employee Benefits) Regulations, 2014, are required.
19. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Composition of the Board:
The Board of your Company comprised of Eight Directors with Two Executive Directors,
Two Non-Executive Non-Independent Directors including women Director and four Independent
Directors. The composition of the Board of Directors meets the requirement of provisions
of Regulation 17 of the Listing Regulations and Section 149 of the Act.
The present Board Composition is:
| Sr. No. Name of Directors |
DIN Number |
Category |
| 1. Mr. Rajan Meenathakonil Thomas |
00634576 |
Chairman & Managing Director |
| 2. Mr. Rahul Rajan Jesu Thomas |
00318419 |
Whole Time Director |
| 3. Mrs. Sujatha R Thomas |
02492141 |
Non- Executive Non-Independent |
| 4 Ms. Elizabeth Lavanya Thomas |
09503741 |
Non- Executive Non-Independent |
| 5. Mr. Jitendra Shantilal Mehta |
00359501 |
Independent Director |
| 6 Mr. Vinod Prabhudas Chithore |
10829556 |
Independent Director |
| 7 Mr. Satyendra Shridhar Nayak |
08194706 |
Independent Director |
| 8 Mr. Sunil Pant |
07068748 |
Independent Director |
b) Change in Composition of the Board of Directors
During the year under review, below mentioned changes took place in the Board of
Directors; i. Mr. Rajan Meenathakonil Thomas, Chairman
& Managing Director (DIN: 00634576) retired by rotation Directors at the 38 th
Annual General Meeting held on 26 th September, 2024, and was reappointed.
Mrs. Sujatha R Thomas, Non - Executive Non- Independent Director (DIN 02492141) is due
to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers
herself for re-appointment.
Mr. Rahul Rajan Jesu Thomas, Whole-Time Director of the Company (DIN 00318419) is due
to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers
himself for re-appointment. ii. Cessations
During the year under review, Mr. Mrutyunjay Mahapatra (DIN 03168761) Independent
Director of the Company resigned with effect from 3 rd December, 2024, from the
directorship of the Company due to his other professional commitments and personal
reasons. iii. Appointments
During the year under review the Board of Directors of the Company in its meeting held
on 8 th January, 2025 appointed Mr. Jitendra Shantilal Mehta (DIN - 00359501), Mr. Vinod
Prabhudas Chithore as additional directors under Independent category and Ms. Elizabeth
Lavanya Thomas (DIN -09503741) as an Additional Director under Non-Executive and
Non-Independent category. Appointment of all the three directors were approved by
shareholders of the Company at the Extra ordinary General Meeting held on 1 st April, 2025
and changed the category from Additional Director to Director.
c) Key Managerial Personnel:
The Key Managerial Personnel of the Company in accordance with Regulation 2(1)(bb) of
the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of
the Companies Act, 2013 are:
| Name |
Designation |
| Mr. Rajan |
Chairman and |
| Meenathakonil Thomas |
Managing Director |
| Mr. Rahul Rajan Jesu |
Whole Time Director |
| Thomas |
|
| Mr. Shreepal Shah |
Chief Financial Officer |
| Mr. Shivil Kapoor (upto |
Company Secretary |
| 10 th February, 2025) |
and Compliance |
| Mr. Mukesh Gupta |
Company Secretary |
| (from 9 th May, 2025) |
and Compliance Officer |
d) Woman Director
In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing
Regulations, the Company has 2 (two) Non-Executive non-independent women Directors namely
Mrs. Sujatha R Thomas (DIN: 02492141) and Ms. Elizabeth Lavanya Thomas (DIN -09503741).
However, as per Average Market capitalization as on 31 st December, 2024, published by the
Stock Exchange, now the Company falls under Top 1000 Listed Companies so as per Regulation
17(1) (a) of SEBI Listing Regulations, it is mandatory the woman Director must be an
Independent Director. For the compliance of this regulation, the company is identifying
the Independent Woman Director who will be appointed in due course. e) Declaration by
Independent Directors and statement on compliance with the code of conduct
The Company has received necessary declarations with respect to independence from all
the independent directors in compliance of Section 149 (7) of the Companies Act, 2013. The
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and senior
management personnel formulated by the Company.
The Board is of the opinion that the Independent Directors of the Company hold the
highest standards of integrity and possess requisite expertise, experience and proficiency
required to fulfill their duties as Independent Directors.
21. NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Committee has formulated the Nomination and
Remuneration Policy, which sets out the criteria for determining qualifications, positive
attributes and independence of Directors. It also lays down criteria for determining
qualifications, positive attributes of KMPs and senior management, and other matters
provided under Section 178(3) of the Act and Listing Regulations. The Nomination and
Remuneration Policy of the Company as approved and adopted by the Board, is available on
the website of the Officer Company at: https://surajestate.com/Investor corner/ The policy
is in compliance with the provisions of Section 178 of the Companies Act, 2013 and SEBI
(LODR) regulations. The policy covers the following:
1. Objectives, composition and responsibilities of the Nomination and Remuneration
Committee
2. Guidelines for NRC on appointment and removal of directors/KMP and senior management
3. Fit and proper criteria to determine the suitability of the person for
appointment/continuing to hold appointment as a Director on the Board of the Company.
4. Criteria for independence - for directors to be appointed as independent directors
on board of the Company.
5. Criteria to be considered while appointing KMP, senior management personnel
6. Removal of a director, KMP or senior management
7. Remuneration of directors, key managerial personnel and senior management
8. Evaluation of performance of the Directors and the overall Board broadly on the
basis of the laid-out criteria.
9. Criteria for review of the policy due to change in regulations or as may be felt
appropriate by the Committee subject to the approval of the Board of Directors.
22. BOARD MEETING
During the Financial Year 2024-25, our Board met Six (06) times on 7 th May, 2024, 1 st
August, 2024, 19 th August, 2024, 14 th November, 2024, 8 th January, 2025, and 10 th
February, 2025.
The requisite quorum was present for all the Meetings. The intervening gap between the
Meetings was within the period prescribed under the Act and Listing Regulations.
The Company provides all the Board Members with the facility to participate in the
meetings of Board and its Committee through Video Conferencing or Other Audio Visual
Means. The details of the meetings have been enclosed in the Corporate Governance Report,
which forms part of this annual report.
Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a
separate Meeting of the Independent Directors of the Company was held on 7 th May, 2024,
and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and
Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the
said meeting.
23. COMMITTEES OF BOARD
The Company has various Committees which have been constituted as part of good
corporate governance practices and the same follow the requirements of the relevant
provisions of applicable laws and statutes. The Committees of the Board are the Audit
committee, the Nomination and Remuneration committee, the Corporate Social Responsibility
committee, the Stakeholder's Relationship committee and Risk Management Committee.
The details with respect to the composition, powers, roles, terms of reference,
Meetings held, and attendance of the Directors at such Meetings of the relevant Committees
are given in detail in the Report on Corporate Governance of the Company which forms part
of this Annual Report.
24. CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Company has established the
Corporate Social Responsibility Committee (CSR Committee) in the year 2022, and the
composition and function thereof are mentioned in the Corporate Governance Report.
The Board has adopted the CSR Policy, formulated and recommended by the CSR Committee,
and the same is available on the website of the Company at https://
surajestate.com/Investor corner/.
The detailed information report on the CSR policy and the CSR projects undertaken
during the Financial Year
2024-25 is given in the Annexure II? 'Annual Report on CSR Activities' .
25. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the
Company for the year ended 31 st March, 2025, the
Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanations relating to material departures, wherever
applicable; (b) such accounting policies have been selected and applied consistently and
the Directors made judgements 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 31 st
March, 2025 and of the profits of the Company for the year ended on that date;
(c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;
(e) internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; (f)
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
26. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the
Board of Directors of the Company has framed the "Whistle Blower Policy" as the
vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is
disclosed on the website of Company at https://surajestate.com/ Investor corner/.
27. FRAUD REPORTING
During the year under review, no instances of fraud were reported by the Auditors of
the Company.
28. RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy which
aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The
risk management approach is based on a clear understanding of the variety of risks that
the organisation faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures The Risk Management Policy is disclosed on the website
of Company at https:// surajestate.com/Investor corner/.
29. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation
Framework, under which the Committee has identified criteria upon which every Director,
every Committee, and the Board as a whole shall be evaluated. During the year under
review, the said evaluation had been carried out. The details of the performance
evaluation of Directors, Committee, and Board are given in the Report on Corporate
Governance of the Company, which forms part of this Annual Report.
30. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure
III & Annexure IV attached herewith and forms part of this Annual Report.
31. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES
Neither of the Managing Director nor the Whole Time Director of the Company is in
receipt of remuneration/ commission from any subsidiary company of the Company. The
Company has no holding company.
32. AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under
(a) Observation of Statutory Auditors on Financial Statements for the year ended
March 31, 2025
The auditor's report does not contain any qualification, reservation or adverse remark
or disclaimer or modified opinion.
Statutory Auditors' appointment
The members of the Company at the 37 th Annual General Meeting held on September 25,
2023 appointed M/s SKLR & Co. LLP., Chartered Accountants (Firm registration No.
W100362) as the Statutory Auditors of the Company to hold office for the first term of 5
consecutive years i.e. from the conclusion of the 37 th Annual General Meeting till the
conclusion of the 42 nd Annual General Meeting to be held in the year 2028.
(b) Secretarial Audit Report for the year ended 31 st March, 2025
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to
Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for
FY 2024-25 carried out by M/s. Rathi & Associates Company Secretaries, in Annexure
V ? 'Form MR-3' forms part to this Annual report. Following observations
have been made by Secretarial Auditor.
| Sr no Observations by Secretarial Auditor |
Response of Management |
| 1 During the period from December 03, 2024 to January 07, |
The Company appointed 3 (Three) Directors |
| 2025, the Board of Directors of the Company consisted |
namely Mr. Jitendra Shantilal Mehta and Mr. Vinod |
| of 5 (Five) Directors consequent to the resignation of Mr. |
Prabhudas Chithore as Independent Directors |
| Mrutyunjay Mahapatra, Independent Director with effect |
and Mrs. Elizabeth Lavanya Rajan Thomas as |
| from December 03, 2024 |
a Non-Executive Director within stipulated time |
|
with effect from January 08, 2025 |
| 2 The Company did not annex to the Director's Report, |
The said ommission occurred due to inadvertence |
| the copies of Secretarial Audit Report in Form MR-3 for |
|
| its material subsidiaries namely Skyline Realty Private |
|
| Limited and Accord Estates Private Limited in the Annual |
|
| Report for the Financial Year 2023-24 |
|
| Sr no Observations by Secretarial Auditor |
Response of Management |
| 3 Delay of 1 day in submission of disclosure of related |
The said ommission occurred due to inadvertence |
| party transactions with stock exchanges pursuant |
|
| to Regulation 23(9) of SEBI (LODR) Regulations. The |
|
| Board Meeting of the Company for approval of quarterly |
|
| and yearly Audited Financial Results was held on May |
|
| 07, 2024. However, the disclosure of related party |
|
| transactions was submitted on May 08, 2024 |
|
Except above observations the said report does not contain any adverse observation or
qualification or modified opinion.
(c) Appointment of Secretarial Auditor
In compliance with Regulation 24A of the Listing Regulations and Section 204 of the
Companies Act, 2013 read with rules thereto, the Board of Directors has recommended
appointment of M/s. Rathi & Associates, Company Secretaries, as the Secretarial
Auditors for a term of 5 consecutive years i.e. from FY 2026 till FY 2030, subject to the
approval of the members of the Company. A resolution to this effect is included in the
notice of the ensuing Annual General Meeting, which may kindly be referred for more
details.
(d) Cost Auditors
In respect of FY 2025, your Company is required to maintain cost records as specified
by the
Central Government under Section 148(1) of the Companies Act, 2013 for the Construction
industry, and accordingly such accounts and records are made and maintained by your
Company. The said cost accounts and records are also required to be audited pursuant to
the provisions of Section 148 of the Companies Act,
2013, read with notifications/circulars issued by the Ministry of Corporate Affairs
from time to time, and accordingly as per the recommendation of the Audit Committee, the
Board of Directors has appointed Mr. Ankit Kishor Chande, Cost Accountants, (Membership
No: 34051) as the Cost Auditor of the Company for FY 2025.
In respect of FY 2026, the Board based on the recommendation of the Audit Committee has
approved the reappointment of Mr. Ankit kishor Chande, Cost Accountants, as the cost
auditors of the Company. The resolution for ratification of the remuneration to be paid
for the said appointment for FY 2025-26 is included in the notice of the ensuing Annual
General Meeting
33. OTHER DISCLOSURES
Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are furnished as under
A. Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the financial year ended 31 st March, 2025 is available on the website of the
Company at https://surajestate.com/Investor corner/.
B. Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated by/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
C. 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
During the financial year under review, there were no instances of one-time settlement
with any bank or financial institution.
D. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, are not applicable to your Company. However, your
Company has been taking steps at all times for the conservation of energy Foreign Exchange
Earnings -Nil Foreign Exchange Outgo - Nil
E. Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
F. Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, and applicable law,
all documents, including the Notice and Annual Report, shall be sent through electronic
transmission in respect of members whose email IDs are registered in their demat account
or are otherwise provided by the members. A member shall be entitled to request for
physical copy of any such documents.
G. Internal Complaint Committee
The Company has complied with the provisions relating to the constitution of the
Internal Complaint Committee (" ICC' ') as required under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company is strongly opposed to sexual harassment, and employees are made aware of the
consequences of such acts and of the constitution of ICC.
| Sr. No. Particulars |
No. of Complaints |
| 1 Number of complaints of sexual |
0 |
| harassment received in the year |
|
| 2 Number of complaints disposed |
0 |
| off during the year; |
|
| 3 Number of cases pending for |
0 |
| more than ninety days |
|
During the year under review, no complaint was filed with the ICC under the provisions
of the
Act. There were no complaints outstanding as on 31 st March, 2025.
H. Corporate Governance
The Corporate Governance report pursuant to regulation 34 of the Listing Regulations
for the year under review and a certificate from M/s Rathi
& Associates., Practicing Company Secretary, our secretarial auditor, confirming
compliance with conditions of Corporate Governance is annexed as
Annexure VI to this Annual Report and Annexure 4 to Corporate Governance
Report .
I. Management Discussion and Analysis Report
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.
J. Business Responsibility and Sustainability Reporting
The Business Responsibility and Sustainability Reporting pursuant to Regulation
34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with SEBI circulars issued from time to time, for the financial year ended 31 st
March, 2025 is not applicable to the Company. However as per Average Market capitalisation
as on 31 st December, 2024 published by Stock Exchange the Company has been ranked at 932,
Accordingly, Business Responsibility and Sustainability Reporting for the Financial year
2025-26, will be prepared and form part of the Annual Report for 2025-26.
K. Dividend Distribution Policy
In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the
Company is available on the website of the Company at https://surajestate. com/Investor
corner/.
L. Compliance of the provisions relating to the
Maternity Benefit Act, 1961:
The Company is in compliance with respect to the provisions relating to Maternity
Benefit Act, 1961.
34. ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the employees, customers, suppliers,
bankers, business partners/associates, financial institutions and various regulatory
authorities for their consistent support/ encouragement to the Company.
| For and on behalf of the Board of Directors |
| Rajan Meenathakonil Thomas |
Rahul Rajan Jesu Thomas |
| Chairman & Managing Director |
Whole Time Director |
| DIN: 00634576 |
DIN: 00318419 |
| Date: July 25, 2025 |
|
| Place: Mumbai |
|
| Registered Office |
|
| Suraj Estate Developers Limited |
|
| 301, 3 rd Floor, Aman Chambers, Veer Savarkar
Marg, Opp. |
| Bengal Chemicals, Prabhadevi, Mumbai-400025 |
| CIN: L99999MH1986PLC040873 |
|
| Telephone No.: +91 22 24377877 |
|
| Mail: CS@surajestate.com |
|
| Website: www.surajestate.com |
|
|