23rd Annual Report Financial Year 2019-20

23rd Annual Report – Financial Year 2019-20

Regd Office: NRI Complex, Sector 54, 56, 58, Nerul, Navi Mumbai.-400706

CIN: U70100MH1997PLC106903 Tel: 35593060 Email: [email protected]

NAMES OF PAST AND PRESENT DIRECTORS OF THE COMPANY WITH

DIRECTOR IDENTIFICATION NUMBERS (DIN)

Sr.

No. Name of Director Designation Appointment Cessation DIN

1. Mr. Mukund Raj Kulkarni Director 30.09.2017 18.04.2019 06991991

2. Mr. Manoj Manmohan Kaul Director 24.09.2016 29.05.2019 07614482

3. Mr. Ravi Shankar Pooli Additional Director 16.12.2018 29.09.2019 07450359

4. Mr. Sudhakar Umacharan Ghildyal Additional Director 18.12.2018 29.09.2019 08306845

5. Mr. Shyamendra Narain Additional Director 02.10.2018 29.09.2019 01651306

6. Mrs. Babita Pravin Chandra Director 30.09.2017 29.09.2019 02058901

7. Mr. Praveen Sethia Director 30.09.2017 29.09.2019 02310777

8. Mr. Virendra Pal Singh Lamba Director 29.09.2018 31.10.2020 08221902

9. Mr. Jagdish Kumar Lilaram Digwal Director & Chairman 30.09.2017 N. A. 00240373

10. Mr. Naresha Chandra Baral Nominee Director 14.02.2015 N. A. 03578132

11. Mr. Krishna Kumar Kushwaha Director 30.09.2017 N. A. 03617287

12. Mr. Pabitra Chakroborty Director 29.09.2018 N. A. 06454005

13. Mr. Nirjhar Surendra Gupta Director 05.06.2019 N. A. 02011299

14. Mrs. Chitra Choudhary Director 29.09.2019 N. A. 08560130

15. Mr. Gadadhar Behera Director 29.09.2019 N. A. 07634441

16. Mr. Samirkant Shamsery Director 29.09.2019 N. A. 08559020

17. Mrs. Vineeta Srinandan Director 29.09.2019 N. A. 08560315

18. Mr. Viraj Kulkarni Director 29.09.2019 N. A. 02963687

19. Mr. Sandeep Sareen Additional Director 15.12.2019 N. A. 08634763

Key Engagement as on date of AGM Notice

Chief Estate Manager Mr. Baba Sahib Giri

Statutory Auditor M/s. E. A. PATIL & Associates LLP, Chartered Accountants

Internal Auditor M/s. Tanveer Bhagat & Co; Chartered Accountants

Company Secretary in Practice M/s. Sandeep Dar & Co.

Legal Advisor M/s. Vidhigya Associates

Bankers Axis Bank, IDBI Bank, State Bank of India & Suryoday Bank

Page 1 of 112

mailto:[email protected]




INDEX OF ANNUAL REPORT

Sr. No Content Page No

1. Notice of Annual General Meeting 3

1A Maintenance budget of the Company 22

1B Nomination Form 28

2. Directors’ Report 36

2A Details of Conservation of Energy, Technological Absorption and Foreign Exchange 66

2B Extract of Annual Return in form MGT – 9 68

3. Auditor’s Report 79

4. Balance Sheet and Profit & Loss Account 98 & 99

5. Cash flow Statement 100

6. Notes Forming Part of Financial Statement & Significant Accounting Policies 101

Page 2 of 112





NOTICE OF TWENTY THIRD ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 23RD ANNUAL GENERAL MEETING OF SEAWOODS ESTATES LIMITED

WILL BE HELD ON THURSDAY, DECEMBER 31, 2020 AT 11:00 AM THROUGH VIDEO CONFERENCE (“VC”) /

OTHER AUDIO VISUAL MEANS (“OAVM”) FACILITY TO TRANSACT THE FOLLOWING BUSINESSES:

The proceedings of the Annual General Meeting (“AGM”) shall be deemed to be conducted at the

Registered Office of the Company situated at NRI Complex, Sector 54 / 56 / 58, Nerul, Navi Mumbai –

400706 which shall be the Deemed Venue of AGM.

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year

ended March 31, 2020, together with the Board’s Report and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. Jagdish Kumar Lilaram Digwal (DIN: 00240373), who retires by

rotation at this Annual General Meeting and has not offered himself for re-appointment.

3. To appoint a Director in place of Mr. Krishna Kumar Kushwaha (DIN: 03617287), who retires by

rotation at this Annual General Meeting and has not offered himself for re-appointment.

4. To appoint a Director in place of Mr. Pabitra Chakroborty (DIN: 06454005), who retires by rotation at

this Annual General Meeting and, being eligible, has not offers himself for re-appointment.

Special Businesses:

5. To consider and approve Operation and Maintenance Budget for the Financial Year 2020-21 and

Financial Year 2021-22:

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the consent of the members of the Company be and is hereby accorded towards

consideration and approval of Operation and Maintenance Budget of the Company for the Financial

Year 2020-21 and Financial Year 2021-22 as per Exhibit – I and form part of this notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do

all such acts, deed and matters as may be deemed necessary to give effect to this resolution.”

6. To appoint Mr. Sandeep Sareen (DIN: 08634763) as Non – Executive Director of the Company:

Page 3 of 112





To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 149, 152 and all other applicable provisions of

the Companies Act, 2013 and the Rules framed there under including any statutory modification(s) or

amendment(s) thereto or re-enactment(s) thereof for the time being in force, and pursuant to Article

25 of Articles of Association of the Company, Mr. Sandeep Sareen (DIN: 08634763), who was

appointed by the Board of Directors as an Additional Director of the Company, with effect from

December 15, 2019under section 161 of the Companies Act, 2013 and who holds office up to the date

of this Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013

and in respect of whom the Company has received a Notice in writing from a Member under section

160 of the Companies Act, 2013 proposing his candidature for the office of a Non-Executive Director of

the Company, being so eligible, be and is hereby appointed as a Non-Executive Director of the

Company, liable to retire by rotation.”

7. To consider and approve issue and allotment of 20,000 (Twenty Thousand) Equity Shares on Private

Placement basis:

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 42 and 62 and all other applicable provisions,

if any, of the Companies Act, 2013 (“the Act”) and the Rules framed there under including any

statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in

force and pursuant to Article 5 of Articles of Association of the Company, the consent of the Members

of the Company be and is hereby accorded to authorize Board of Directors to offer, issue and allot up

to 20,000 (Twenty Thousand) Equity Shares to be issued at Face Value of Rs. 10/- (Rupees Ten Only)

each, at a price as per the valuation report on private placement basis in one or more series / tranches

to such persons and on such terms and conditions as may be determined by the Board of Directors

during the period of one year from the passing of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters

and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving

effect to this Resolution including but not limited to:

a. Finalization and approval of private placement offer letter (PAS -4) and record of Private

Placement (PAS - 5);

b. Signing necessary declarations, agreements, deeds and documents, as it may in its absolute

discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the

issue, offer or allotment and utilization of the issue proceeds as it may in its absolute discretion

deem fit without being required to seek any further consent or approval of the members or

otherwise to the end and intent that the members shall be deemed to have given their approval

thereto expressly by the authority of this resolution and;

Page 4 of 112





c. Filing of requisite forms with Registrar of Companies.”

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF SEAWOODS ESTATES LIMITED

SD/-

Mr. Jagdish Kumar Lilaram Digwal

Chairman

DIN: 00240373

REGISTERED OFFICE:

Seawoods Estate, NRI Complex

Palm Beach Marg, Nerul, Navi Mumbai 400706

Date: December 06, 2020

Place: Navi Mumbai

Page 5 of 112





NOTES

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed

and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13,

2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020,

physical attendance of the Members to the AGM venue is not required and annual general meeting

(AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members

may attend and participate in the ensuing AGM through VC/OAVM.

2. In compliance with applicable provisions of the Companies Act, 2013 (“the Act”) read with

abovementioned MCA Circulars; the AGM of the Company is being conducted through VC / OAVM. In

accordance with the Secretarial Standard - II on General Meetings issued by the Institute of Company

Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards -

1 and 2 dated 15th April, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be

conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.

Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to

appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the

Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical

attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies

by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are

not annexed to this Notice.

However, the Body Corporate(s) is / are entitled to appoint authorized representatives to attend the

AGM through VC / OAVM and participate there at and cast their votes through e-voting. Members

intending to authorize their representatives to participate and vote at the Meeting are requested to

send a certified copy of the Board resolution / authorization letter to the Scrutinizer at E-mail ID

[email protected] to the Company at [email protected] authorizing its representative(s)

to attend and vote through VC/OAVM on their behalf at the Meeting, pursuant to Section 113 of the

Act.

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen

signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail

to [email protected] a copy marked to [email protected].

4. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled

time of the commencement of the Meeting by following the procedure mentioned in the Notice. The

facility of participation at the AGM through VC / OAVM will be made available for 1000 members on

first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more

shareholding), Institutional Investors, Directors, the Chairperson of the Stakeholders Relationship

Page 6 of 112









Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first

come first served basis.

5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the

purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the

Companies (Management and Administration) Rules, 2014 (as amended) and the Circulars issued by

the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is

providing facility of remote e-voting to its Members in respect of the business to be transacted at the

AGM. For this purpose, the Company has entered into an agreement with National Securities

Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

The facility of casting votes by a member using remote e-voting system as well as venue voting on the

date of the AGM will be provided by NSDL.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the

Notice calling the AGM has been uploaded on the website of the Company at www.nricomplex.in.The

Notice calling AGM is available on the website of NSDL (agency for providing the Remote and venue e-

Voting facility) i.e.www.evoting.nsdl.com.

8. The Explanatory Statement as required under Section 102 of the Act is annexed hereto with this

Notice. The Board of Directors have considered and decided to include the Item Nos. 5 to 7 given

above as Special Businesses in this AGM, as they are unavoidable in nature.

9. Details under as per Secretarial Standard - II in respect of the Directors seeking appointment / re-

appointment at this AGM forms integral part of the notice.

10. Messrs. E.A. PATIL &Associates LLP, Chartered Accountants, (Firm Registration No. – 117371W /

W100092), were appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting

held on September 29, 2019. Pursuant to the Notification issued by the Ministry of Corporate Affairs

on 7th May, 2018 amending section 139 of the Act and the Rules framed there under, the mandatory

requirement for ratification of appointment of Auditors by the Members at every Annual General

Meeting has been omitted, and hence the Company is not proposing an item on ratification of

appointment of Auditors at this AGM.

11. The Register of Directors and Key Managerial Personnel and their shareholding maintained under

section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are

interested maintained under section 189 of the Companies Act, 2013 and relevant documents referred

to in this Notice of AGM and explanatory statement, will be available electronically for inspection by

the members during the AGM. All documents referred to in the Notice will also be available for

Page 7 of 112


http://www.nricomplex.in/

http://www.evoting.nsdl.com/




electronic inspection without any fee by the members from the date of circulation of this Notice up to

the Date of AGM i.e. December 31, 2020. Members seeking to inspect such documents can send an

email to [email protected]. Members desirous of getting any information about the

Financial Statements of the Company are requested to send their query to the Registered Office well in

advance either by way of letter or through email at [email protected], so that the same

may reach the office at least seven days before the date of the meeting to enable the management to

keep the information required readily available at the meeting.

12. The Company’s Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are

K-Fin Technologies Private Limited having their office at Selenium, Tower-B, Plot No. 31 & 32,

Gachibowli, Financial District, Nanakramguda, Hyderabad,– 500032, Telangana, India.

13. The Register of Members and Transfer Books of the Company will be closed from Wednesday,

December 09, 2020 to Thursday, December 31, 2020 (both days inclusive) for the purpose of AGM.

14. Members can avail of the facility of nomination in respect of shares held by them in physical form

pursuant to the provisions of section 72 of the Act. Members desiring to avail of this facility may send

their nomination in the prescribed Form No. SH - 13 duly filled in to K-Fin at the above mentioned

address. Members holding shares in Electronic Form may contact their respective Depository

Participants for availing this facility.

15. As per Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, securities of Un-

listed Public Companies can be transferred only in Dematerialised Form with effect from October 2,

2018, except in case of transmission or transposition of securities. In view of the above and to

eliminate risk associated with physical shares and to avail various benefits of dematerialisation,

Members are advised to dematerialise their shares held in Physical Form.

16. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT: In view of the prevailing situation and

owing to the difficulties involved in dispatching physical copies of the Financial Statements (including

Board’s Report, Auditor’s Report or other documents required to be attached therewith) for the

Financial Year ended March 31, 2020 and Notice calling the Annual General Meeting General Circular

No. 20 / 2020 dated 5th May, 2020 issued by MCA allows the Company to send Financial Statements

(including Board’s Report, Auditor’s Report or other documents required to be attached therewith)

and the Notice of AGM are being sent only in electronic mode to those Members whose e-mail

addresses are registered with the Company / K-Fin tech or the Depository Participant(s). The Company

will not be dispatching physical copies of such statements and Notice of AGM to all persons so entitled

as per Section 136 and 101 of Companies Act, 2013.

Page 8 of 112







17. Members are requested to register / update their E-mail Addresses, in respect of Electronic Holdings

with the Depository through the concerned Depository Participants and in respect of Physical Holdings

with K-Fintech by following due procedure.

18. To support the ‘Green Initiative’, the members who have not registered their Email Addresses are

requested to register the same with the Company and Registrar & Share Transfer Agent so as to

receive Annual Report and other communication electronically.

19. Mr. Sandeep Dar, Practicing Company Secretary (Membership No. FCS3159) has been appointed as the

Scrutiniser to scrutinise the E-voting process in a fair and transparent manner.

20. SUBMISSION OF QUESTIONS / QUERIES PRIOR TO AGM:

a. For ease of conduct of AGM, members who wish to ask questions / express their views on the items

of the businesses to be transacted at the meeting are requested to write to the Company’s Email-id

[email protected] at least 48 hours before the time fixed for the AGM i.e. by 11.00 A. M. (IST) on

December 29, 2020, mentioning their name, Demat account no. / folio number; Email ID, Mobile

Number etc. The queries may be raised precisely and in brief to enable the Company to answer the

same suitably depending on the availability of time at the AGM.

b. The Company will, at the AGM, endeavour to address the queries from those Members who have

sent queries from their registered email IDs. Please note that Members’ questions will be answered

only if they continue to hold shares as on the cut-off date.

21. There will be total 5 (Five) vacancies available to be filed at the 23rd AGM through election under

section 152 read with section 160 of the Companies Act., 2013 as explained below:

Sr. No. Name of Retiring

Director Nature of Cessation Status

1. Mr. Jagdish Kumar

Lilaram Digwal

Retirement by Rotation & Not Offering for

re-appointment Vacant for Election

2. Mr. Krishna Kumar

Kushwaha



3. Mr. Pabitra

Chakroborty



4. Mr. Virendra Pal

Singh Lamba Resignation Vacant for Election

5. Mr. Sandeep Sareen Additional Director term expiring at AGM Vacant for Election

Page 9 of 112






3 (Three) Directors are retiring by rotation out of which none are offering themselves for re-

appointment at the 23rd Annual General Meeting. 3 (Three) Directors are to be appointed in place of

the Directors retiring by rotation and not offering themselves for re-appointment. Further, there is a

vacancy of director in the Board of Directors as Mr. Virendra Pal Singh Lamba (DIN: 08221902) has

tendered his resignation on October 31, 2020 hence the members may nominate a person to be

director for the vacant position. Mr. Sandeep Sareen (DIN:08634763) who was appointed additional

director at Board Meeting dated December 15, 2019 shall vacate his directorship at the ensuing AGM

and vacancy caused will be available for appointment of New Director. However, the Company has

received Nomination Form along with consent to be the Director of the Company from Mr. Sandeep

Sareen, Hence the resolution is proposed in this Annual General Meeting for the appointment of Mr.

Sandeep Sareen as Non-executive Director of the Company.

Attention of the Members is drawn towards Point no 1.2.9 of Secretarial Standards - II issued by ICSI,

No items of business other than those specified in the Notice and those specifically permitted under

the Companies Act, 2013 (Act) shall be taken up at the Meeting. As per the afore-said provision, apart

from the items of business contained in the Notice convening the Meeting, there are specific items

permitted under the Act, which may be taken up for consideration at the Meeting i.e. Candidature for

Directorship, if any such Notice has been received. Once the said candidature is received, the company

shall, at least seven days before the general meeting, inform its members of the candidature of a

person for the office of a director or the intention of a member to propose such person as a candidate

for that office (i) By serving individual notices, on the members through electronic mode to such

members who have provided their Email addresses to the company for communication purposes, and

in writing to all other members; and (ii) By placing notice of such candidature or intention on the

website of the company at www.nricomplex.in Provided that it shall not be necessary for the company

to serve individual notices upon the members as aforesaid, if the company advertises such

candidature or intention, not less than seven days before the meeting at least once in a vernacular

newspaper in the principal vernacular language of the district in which the registered office of the

company is situated, and circulating in that district, and at least once in English language in an English

newspaper circulating in that district.

22. The Last Date for submitting the Notice of candidature for the post of Directorship will be on

Wednesday, December 16, 2020 by 05:00 P.M. As per Section 160 of the Companies Act the

aforementioned notice shall be submitted at the Registered Office along with the deposit of Rs. 1 Lakh

by way of demand draft payable in favor of Seawoods Estates Limited, payable at Navi Mumbai, which

shall be refunded to such person, if the person proposed gets elected as a Director or gets more than

twenty-five per cent vote casted in favor out of total valid votes cast on such resolution or whose

candidature gets rejected being a disqualified person as per the Companies Act, 2013.

The aforesaid Notice of Candidature can be submitted by the candidate himself or some other

member on his behalf. The said candidature format is enclosed and marked as Exhibit – II and form

part of this Notice. Last day for withdrawing the Nomination is by 05.00 P.M. on Tuesday, December

Page 10 of 112






22, 2020. Since, the Company has received Nomination Form and consent to be the Directors of the

Company, hence the resolution is proposed in this 23rd Annual General Meeting for the appointment of

Mr. Sandeep Sareen as a Non Executive Director of the Company.

23. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies

(Management and Administration) Amendment Rules, 2014 Company is pleased to provide the

members to exercise their right to vote at 23rdAnnual General Meeting of the Company by electronic

means through E-voting facility provided by National Securities Depository Limited (‘NSDL’).It is

noteworthy that credentials pertinent to E-voting facility shall be sent to members of the Company

through followings as per permitted mode under Companies Act, 2013:

Members whose Email-addresses are registered with Registrar & Share Transfer Agent shall be

sent credentials of E-voting by National Securities Depository Limited.

Members whose Email-addresses are not registered with Registrar & Share Transfer Agent shall be

sent credentials of E-voting by Registrar & Share Transfer Agent.

24. The business set out in the notice will be transacted through remote e-voting system and the

instructions and other information relating to remote e-voting provided by NSDL are given herein

below in this Notice. The remote E-voting period commences on 27th December, 2020 at 9:00 A. M.

and ends on 30th December, 2020 at 5:00 P.M.

25. The Instructions for Members For Remote E-Voting are as under:

A. Step 1: Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

B. Step 2: Once the home page of e-Voting system is launched, click on the icon “Login” which is

available under ‘Shareholders’ section.

C. Step 3: A new screen will open. You will have to enter your User ID, your Password and a

Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices

after using your log-in credentials, click on E-Voting and you can proceed to Step 2 i.e. cast your

vote electronically.

D. Step 4: Your User ID details are given below:

Sr. No.

Manner of holding shares

i.e. Demat (NSDL or CDSL)

or Physical

Your User ID is

Page 11 of 112


https://www.evoting.nsdl.com/

https://eservices.nsdl.com/




a.

For Members who hold

shares in Demat account

with NSDL.

Character DP ID followed by 8 Digit Client ID For

example if your DP ID is IN300*** and Client ID is

12****** then your user ID is IN300***12******

b.

For Members who hold

shares in Demat account

with CDSL

16 Digit Beneficiary ID For example if your Beneficiary

ID is 12************** then your user ID is

12**************

c. For Members holding

shares in Physical Form

EVEN Number followed by Folio Number registered

with the company For example if folio number is

001*** and EVEN is 101456 then user ID is

101456001***

E. Step 5: Your password details are given below:

a. If you are already registered for e-Voting, then you can user your existing password to login

and cast your vote.

b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial

password’ which was communicated to you. Once you retrieve your ‘initial password’, you

need to enter the ‘initial password’ and the system will force you to change your password.

c. How to retrieve your ‘initial password’?

If your email ID is registered in your Demat account or with the company, your ‘initial

password’ is communicated to you on your email ID. Trace the email sent to you from

NSDL from your mailbox. Open the Email and open the attachment i.e. a .pdf file. Open

the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL

account, last 8 digits of client ID for CDSL account or folio number for shares held in

physical form. The .pdf file contains your ‘User ID’ and your ‘initial password.

If your email ID is not registered, your ‘initial password’ is communicated to you on

your postal address.

F. Step 6: If you are unable to retrieve or have not received the “Initial password” or have

forgotten your password:

Click on “Forgot User Details/Password?”(If you are holding shares in your Demat account

with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password?” (If you are holding shares in physical mode) option

available on www.evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request

at [email protected] mentioning your Demat account number/folio number, your PAN,

your name and your registered address.

Note: It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential. Login to the e-voting website will be disabled

upon five unsuccessful attempts to key in the correct password. In such an event, you will need to

Page 12 of 112







go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option

available on www.evoting.nsdl.com to reset the password

G. Step 7: After entering your password, tick on Agree to “Terms and Conditions” by selecting on

the check box

H. Step 8: Now, you will have to click on “Login” button.

I. Step 9: After you click on the “Login” button, Home page of E-Voting will open. You will be able

to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

J. Step 10: After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in

which you are holding shares and whose voting cycle is in active status.

K. Step 11: Select “EVEN” of company for which you wish to cast your vote

L. Step 12: Now you are ready for e-Voting as the Voting page opens.

M. Step 13: Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify

the number of shares for which you wish to cast your vote and click on “Submit” and also

“Confirm” when prompted.

N. Step 14: Upon confirmation, the message “Vote cast successfully” will be displayed.

O. Step 15: You can also take the printout of the votes cast by you by clicking on the print option

on the confirmation page

P. Step 16: Once you confirm your vote on the resolution, you will not be allowed to modify your

vote.

26. The instructions for members for E-voting on the day of the AGM are as under:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above

for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC / OAVM facility

and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not

barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However,

they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for

e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

Page 13 of 112


https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/NewUser.jsp

https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsp





5. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and

e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.

com or call on toll free no.: 1800-222-990 or send a request at [email protected]

27. Instructions for Members attending the AGM through VC/OAVM Are As Under:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL

e-Voting system. Members may access the same at https://www.evoting.nsdl.com under

shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will

be available in shareholder/members login where the EVEN of Company will be displayed.

Please note that the members who do not have the User ID and Password for e-Voting or have

forgotten the User ID and Password may retrieve the same by following the remote e-Voting

instructions mentioned in the notice to avoid last minute rush. Further members can also use the

OTP based login for logging into the e-Voting system of NSDL.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid

any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop

connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their

respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to

mitigate any kind of aforesaid glitches.

5. Shareholders, who would like to express their views / have questions, may send their questions in

advance mentioning their name Demat account number / folio number, email id, mobile number

at [email protected]. The same will be replied by the company suitably. Those

shareholders who have registered themselves as a speaker will only be allowed to express their

views/ask questions during the meeting.

28. Process for those shareholders whose Email IDS are not registered with the Depositories for

procuring User Id and Password and Registration of Email IDS for E-voting for the resolutions set out

in this Notice:

In case shares are held in Physical mode please provide Folio No., Name of shareholder, scanned

copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),

AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

In case shares are held in Demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit

beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-

attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to

[email protected].

Alternatively member may send an E-mail request to [email protected] for obtaining User ID and

Password by proving the details mentioned in above two as the case may be.

Page 14 of 112










EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No: 5:

The Company used to prepare consolidated budget including regular Operation and Maintenance Expenses

and special project being capital in nature expenses (Capital Budget) for Current Financial Year and show

forecast for Future Years. We have received suggestion from the Members to split Operation &

Maintenance Budget and Capital Budget for each capital expenditure item, so as to enable members of the

Company to vote on them as independent item. It has also been suggested that budget gets approved in

AGM, which are generally held in the month of September and in the respective Financial Year, the

Company incurs expenses on provisional basis being guided by expenses incurred in the previous year and

forecast till approval of it. To ensure better governance and compliance, it is also proposed to have

Operation and Maintenance Budget approved for 2 year on rolling basis. This means, in each AGM,

Operation and Maintenance Budget to be approved for Current Financial Year and subsequent Financial

Year. In the next AGM, subsequent year will become current year and so on.

It is clarified that Revenue Expenditure proposed to be incurred in the Financial Year for which it is

approved, means unspent amount will lapse and will not be subject to carry forward. Approval for Special

Maintenance Expenditure and Capital Budget will be valid for three Financial Years, meaning first year

being year in which it has been approved and two subsequent Financial Years. This is general principle and

any deviation to this to be approved by Members. This is to facilitate Special Maintenance Expenditure and

Capital Budget may incur over more than one Financial Year.

Accordingly, Company has prepared Annual Operation and Maintenance Budget for the Financial Years

2020-21 and 2021-22. The estimates have been arrived at from analysis of past data of the Company

factoring in additional maintenance requirement and inflationary trend and compliance requirement.

Details of Maintenance Budget with rationale for increase, wherever required, in any of the cost

component are appearing in the Exhibit – I and form part of this notice.

The Members are requested to approve item No. 5 by way of passing an Ordinary Resolution.

None of Directors of the Company or their relatives are in anyway interested in resolution set out at Item

no. 5 of the Notice except to the extent of their shareholding in the Company.

Item No: 6:

The Board of Directors of the Company at its Meeting held on December 15, 2019 has appointed Mr.

Sandeep Sareen (DIN: 08634763) as an Additional Non-Executive Director of the Company liable to retire by

Page 15 of 112





rotation subject to consent by the Members of the Company at this Annual General Meeting. As per

Section 161 of the Companies Act, 2013, Mr. Sandeep Sareen can hold office up to the date of ensuing

Annual General Meeting. Consent to act as a Director as well as disclosure for Non - Disqualification as

required under the Companies Act, 2013 have already been received from Mr. Sandeep Sareen.

An electronic copy of the draft letter of the appointment of Non Executive Non Independent Director

setting out the terms and conditions is available for inspection. For inspection, the Members are requested

to send a request through an E-mail on [email protected] in with Depository participant ID and Client ID

or Folio number.

Details as required under SS-2 (Secretarial Standard-2 on “General Meetings”) of Mr. Sandeep Sareen,

seeking appointment as a Non Executive Non Independent Director is given in this notice.

The Members are requested to approve item No 6 by way of passing an Ordinary Resolution.

Except Mr. Sandeep Sareen none of Directors of the Company and their relatives are, in any way concerned

or interested in resolution set out at Item no. 6 of the Notice except to the extent of their shareholding in

the Company.

Item No: 7:

This is important to note that flat owners and shop owners (Unit) of the NRI Complex are shareholders of

the Company; they are holding 2,000 Equity Share for each such Unit. NRI Complex is having total 1,556

units. Out of these 1556 Units owner / to be owners, only 1,526 has been allotted shares in the past

through the process as laid down under Companies Act, 2013 or Companies Act, 1956 as may be applicable.

As on date, while 30 Unit owners to be allotted shares, subject to completion of the process of sale /

allotment of Units by CIDCO. Following 10 (Ten) Unit holders have already acquired these Units and are in

possession of the allotted flats / shops and it is unfair to not issue shares in the Company; however, issue

and allotment of Equity Shares of the Company is pending due to non-receipt of approval from

Shareholders of the Company. This special resolution is being proposed to enable Company to allot equity

shares of the Company to Unit holders who are already in possession of such Unit and also allot Equity

Shares of the Company to Unit holders, who will acquire such Unit.

As per the Companies Act, 2013 w.e.f. 1stApril, 2014, the said issue of shares would amount to Private

Placement of Shares and thus Company would be required to follow the provisions of Section 42, 62 and

other relevant Sections of the Companies Act, 2013 and rules framed there under. Thus, the Company

proposes to obtain the approval of Members of the Company by way of a Special Resolution to issue Equity

Shares on such allotments accordingly. Approval of this Special Resolution shall be valid up to the

conclusion of next Annual General Meeting to be held for year 2020-21.

The Particulars of the Information & Disclosures

Page 16 of 112






Pursuant to Rule 14 of The Companies (Prospectus and allotment of Securities) Rules, 2014 are as under:

Particulars of offer

including date of Board

Resolution

The offer consists of 20,000 Equity Shares having face value of Rs. 10/- at such

price as may be determined as per the valuation report, which is book value of

the Company as on 31st March 2020. The said offer was passed by the Board of

Directors in its meeting held on December 6, 2020.

Kinds of Securities

offered and offer price

Equity Shares of face value of Rs. 10/- (Rupees Ten only). The offer price will be

as per the valuation report.

The basis or justification

for the offer price

(including premium, if

any) at which the

offer or invitation is

being made

As per the valuation method to be applied by the registered Valuer.

Name and Address of

valuer who performed

valuation

Name : Mr. Preetesh Maloo, Registered Valuer

Registration No. : IBBI/RV/07/2019/12423

Address : 335, Big Splash, Sector 17, Vashi 400703

Amount which the

Company intends to

raise by way of such

securities

The intent of the offer is not to raise any significant amount but to issue shares

for the identified residential flats/commercial outlets. However incidental to

this, the Company will raise such amount as may be determined by registered

Valuer for equity shares issued to such owners of the residential flat /

commercial outlet.

Material Terms, purpose

of the offer, proposed

time schedule,

contribution made by

promoters, principle

terms of assets charged

as security

The material terms and purpose of the offer is stated above. The offer shall be

valid up to one year from the date of Annual General Meeting. However, the

Shares will be offered to the 10 (ten) number of persons who are owners of the

residential flats/ commercial outlets in a period of one year commencing from

the date of Annual General Meeting. The Company does not have any

promoters. No assets of the Company are charged as security pursuant to this

offer.

The Particulars of the Information & Disclosures

Pursuant to Rule 13 of The Companies (Share Capital and Debentures) Rules, 2014 are as under:

Object of the issue The object of the issue is to enable issue of Equity shares to the identified

owners of the Flats / Shops in the Complex.

Total number of Shares

to be issued 20,000 Equity Shares of Rs. 10/- each.

The price at which the

allotment if proposed The shares shall be allotted at a price which will be as per the valuation report.

Basis on which the Price As per the valuation method adopted by the registered Valuer.

Page 17 of 112





is arrived at

Relevant date with

reference to which price

has been arrived at

31st March 2020.

Class or Classes of

persons to whom the

allotment is to be made

Allotment of shares will be made to these persons who are identified as owners

of the identified Units in the NRI Complex.

Rights of Proposed

allottes with respect to

shares

Shares to be issued shall be Pari Passu with existing shares of the Company.

Intention of promoters,

directors or key

managerial personnel to

subscribe to the offer

No

Proposed time within

which allotment is to be

completed.

60 days from the receipt of application money.

Names of proposed

allottees and the

percentage of post

preferential offer capital

that may be held by

them

Sr. No Name of the proposed Allottee Unit No No of Shares

1. Satikunwar Subash Chhaganlal 05/0303

2,000

2. Verma Ajai Prakash /

Ms. Tahera S. Chapke 13/0102

3. Kotahwala Haridas / Dr. Atul Ingale

& Dr. Farah Ingale 14/1001

4. ShantilalRaishi Shah / Sujeet Thorat 15/1001

5. Nikhil Balram 16/1202

6. Valli S. N. / Amit Jiswal 20/0402

7. Sharma Varuna Dev 21/0101

8. Lodaya Kulin Dhanji / Shanti

Narayan & Lalit Narayan 24/0403

9. Jhalani Shailesh K. / Hanmnt G.

Wakshe 24/0601

10. Verm Ajai Prakash / Vinod Sankar &

Sharmila Sankar 34/0102

Percentage of post

preferential Allotment

Total No of Equity Shares proposed to be allotted is not exceeding 20,000. Thus

post proposed allotment, percentage of holding not likely to change

substantially. However, exact change will be subject to number of Equity Share

get issued by the Company.

Change in Control There would be no change in control.

Page 18 of 112





The Number of persons

to whom the allotment

on preferential basis has

already been made

during the year in terms

of number of Securities

as well as price

NIL

Justification for

allotment made for

consideration other than

cash

Not Applicable

Pre issue and post issue

shareholding

In the table below the proposed allotment is shown assuming that entire

20,000 Equity Shares will be allotted, in the category- “Indian Public”, however

the Allottees could be from either of the categories given in the Non-Promoter’s

Shareholding.

Sr. No. Category

Pre-Issue Post Issue

No. of

Shares

held

% of share

holding

No. of shares

held

% of

share

holding

A Promoters’ holding:

1 Indian

Individual - - - -

Bodies Corporate - - - -

Sub Total - - - -

2 Foreign Promoters - - - -

Sub Total (A) - - - -

B Non-Promoters’ holding:

1 Institutional Investors

Banks/ Financial Institutions 5,14,000 16.84 5,14,000 16.73

2 Non-Institution :

Private Corporate Bodies 100,000 3.28 100,000 3.25

Directors and Relatives 28,000 0.92 28,000 0.91

Indian Public 24,00,000 78.63 24,20000 78.77

Others (Including NRIs) 10,000 0.33 10,000 0.33

Sub Total(B) 30,52,000 100.00 30,72,000 100.00

Grand Total(A+B) 30,52,000 100.00 30,72,000 100.00

Page 19 of 112





The Members are requested to approve item no. 7 by way of passing a Special Resolution.

None of Directors of the Company or their relatives are, in anyway concerned or interested in resolution set

out at Item no. 7 of the Notice except to the extent of their shareholding in the Company.

The Details of Directors seeking appointment as required under

Secretarial Standards - II

Particulars Mr. Sandeep Sareen (DIN: 08634763)

Qualification B. Com

Experience

Mr. Sandeep Sareen has vast experience in managing the Company affairs. He

had mainly served as manager most of his professional life. He was 1st

Recruited as Officer of GIC and then drafted to United India Insurance

Company In December 1985. Finally he resigned from United India Insurance

Company as Divisional Manager in 2002.

Thereafter, he Joined as Reliance General Insurance Company in 2002 and

served as Regional Head, Zonal Head and National Head and then Retired in

2018.

He also joined later on as Consultant in Reliance General Insurance in 2018 on

contract basis for 2 years.

Date of First

appointment on the

Board

15.12.2019

Shareholding in the

Company as on

31.03.2020

2,000

Relationship with other

Directors / Managers /

Other KMPs

No Relationship

Board Meetings

attended in Financial

Year 2019 - 20

1 out of 1

Other Directorships Nil


SD/-


Page 20 of 112





Non-Executive Director, Chairman,

DIN: 00240373

REGISTERED OFFICE:


Palm Beach Marg, Nerul Navi Mumbai 400706


Place: Navi Mumbai

Page 21 of 112





EXHIBIT – I

NOTICE OF ANNUAL GENERAL MEETING

Budget for the Period as detailed below

(Rs. In Lacs)

Sr. No. Details

F.Y 18-19 F.Y 19-20 F.Y

20 - 21

F.Y

21 - 22

Note BE Actuals BE Actuals BE BE

M&R Charges

612 585 585 627 670 670

Add: Proposed increase in

M&R Charges for 6

months Period

- - 43 - - -

1 Total of M&R Chagres

612 585 628 627 670 670

Delayed Payment Charges

35 39 40 49 51 54

Other Charges from

Members 110 126 110 112 81 119

Equity Share from New

Members - - - - - -

2 Total of Other Income

from Members 145 165 150 161 133 172

3 = 1+2 Total Revenue from

Members 757 750 778 788 803 842

Revenue Expenditure

- Electricity Charges

120 124 134 102 99 108

- Security 1 150 140 161 128 192 201

- Repairs & Maintenance

100 89 127 98 96 101

- Water Charges Regular

15 15 16 16 16 16

- Settlement of Water

Charges Dues 2 45 - 40 - 40 45

- House Keeping 3 60 64 74 65 91 106

- Gardening 4 45 32 37 39 33 40

- Professional & Legal

Expenses 12 13 15 16 15 17

- Shareholders Meeting

Expenses 10 10 4 2 4

- Employees & Building

Insurance 5 10 10 20 14 27 35

Page 22 of 112





- Other Administrative

Expenses 35 8 10 22 18 20

- Cultural Activities

7 - 5 3 5 5

- Employee Cost

100 104 112 121 114 124

- Rates & Taxes

5 4 5 4 5 5

- Maintenance of Fire

Fighting System - 11 9 9 9 9

- Income Tax

10 10 10 15 10 10

- Depreciation (being Non

Cash Items not provided in

proposed budget,

reflected for previous

years to ensure alignment

with past reporting)

12 9 8 7 8 8

4 Total Revenue

Expenditure 726 644 793 663 781 853

5 = 3-4 Surplus/Deficit from

Members Activity 6 31 106 -16 125 22 -11

6 Total Revenue from Club

House & Facility Centre 7 45 30 33 29 5 20

- O&M of Gymnasium

Building Toilet & Sports

Area

- 6 5 11 2 7

- O&M of Guest Rooms

- 1 2 1 1 1

- O&M of Badminton,

Squash &Basket Ball Court 8 2 1 5 - 8 8

- O&M & Renovation of

Tennis Court - 1 1 - - -

- O&M of Community &

Mini Party Hall, Lobby, Sr

Citizen Area

15 6 6 7 6 6

- O&M of Common Area &

Swimming Pool - - 2 - - 1

- Electricity Charges

16 17 15 7 16

- Salary of Club House

Staff 6 7 7 7 7 7

- Facility Expenses (Club)

44 -

-

Page 23 of 112





7 Total Expenditure for Cub

House & Facility Centre 67 37 45 41 30 46

8 = 7-6 Surplus/Deficit from Club

House & Facility Centre -22 -7 -13 -12 -25 -26

Non-Members - Other

Income 50 57 50 48 50 52

Non Members - Interest

Income 7 11 11 17 18 20

9 Total Non Members

Income 57 67 61 65 68 73

Special Repair &

Maintenance (SRM)1

- Lobby & Stair Repairs

(Letter Box for FY 18-19 &

19-20)

15 9 - - - -

- OH Tanks, Cracks, Loose

plaster etc 40 26 - - - -

- Stilt Parking Area Repair

*

- - - - 5 5

- Toilets Blocks Repair* - - - - 3 2

- Street Lights* - 9 - - 15 15

- Road Repair* - - - - 15 -

- Improvement of Meter

Room Area* - - - - 50 50

- Installation of Intercom

- 7

- -

- Renovation of SEL

Offices* 11 - - - - 5 -

- NMMC STP Water

Distribution System * 12 - - - - 5 -

- Up gradation of Office

Equipment, Camera etc* 13 2 - 3 3 3 4

Connection of 2nd Lift for

Backup power - 27

10 Special Repair &

Maintenance (SRM) 57 51 3 3 101 103

1Rows marked as * are the item, duly approved in 22nd AGM as SRM, approval being valid till FY 2021-22, presented here for reference.

Page 24 of 112





12=5+8+

9-10+11

Surplus/Deficit from NRI

Complex Operation 9 115 30 175 -36 -68

PROPOSED CAPITAL

BUDGET OUT OF SPECIAL

CONTRIBUTION - FOR

APPROVAL

13 Installation of DG Sets for

Backup Power 47 22 37 2 27 -

14 = 13-

12

Surplus/Deficit from NRI

Complex Operation -38 93 -7 174 -63 -68

15

Expenditure out of Special

Contributions in previous

years

Collections:

(a1) for Lift Improvement

Ph-2 133 133 - 0 0 -

(a2) for Lift Improvement

ph-3 96 96 192

(b) Residential Tower

Repair - proposed, not

carried out

245 - -

0 -

Total

378 133 96 96 192 0

Expenditure :(E)

(a1) Lift Improvement Ph-

2 100 74 - - - -

(a2) Lift Improvement Ph-

3** - - 18 18 146 124

(b) Residential Tower

Repair - proposed, not

carried out

250 - -

Total

350 74 18 18 146 124

16 Net Surplus/Deficit(14c-

14e) Note 28 59 78 78 46 -124

17 Capital Expenditure

28 2 1 - - -

Page 25 of 112





Incurred

18=14+1

5-16 Net cash Inflow/Outflow

-38 150 70 251 -17 -192

19 Less: Increase / decrease

[-] in working capital. 158 - 31 - -

20 Add: Depreciation & Loss

of Assets(Theft) 12 9 8 7 7 7

21 Opening Cash & Cash

Equivalent 299 299 300 300 528 518

22=18-

19+20+2

1

Closing Cash & Cash

Equivalent 273 300 378 528 518 333

BE = Budget Estimates, RE = Revised Estimates

Note 1

Cost of Security is in line with contract entered into by the Company. In FY 2020-21, effect for 6

months has been proposed and in FY 2021-22 full year effect with 5% increase has been taken to

align with any change in minimum wages.

Note 2

The matter is under dispute and is subject to settlement with CIDCO & NMMC, an amount of Rs. 85

lakhs has been provided for settlement of residential portion dues with NMMC. For details, please

refer Notes to Accounts and Directors Report.

Note 3

Cost of House Keeping is in line with contract by the Company and other cost associated with House

Keeping. Provision for FY 2020-21 made considering lower level of activities / attendance due to

COVID-19 and provision in FY 2021-22 has been made with full attendance marginal increase to align

with any change in minimum wages.

Note 4

Cost of Gardening is in line with contract by the Company and other cost associated with it.

Provision for FY 2020-21 made considering lower level of activities / attendance due to COVID-19

and provision in FY 2021-22 has been made with full attendance marginal increase to align with any

change in minimum wages.

Note 5

Increase proposed is due to increase in cost of property premium over the last 2 years on account of

Act of God Premium Rates in 2019 and revision in IIB Rates from January 2020. Staff

Health Insurance Premium has gone up due to heavy claims in GMC policy for last 2 years

consistently.

Note 6

In FY 2019-20, surplus is on account of non M&R revenue and saving on account of various heads as

mentioned above. Savings in manpower related heads was due to lower attendance of off roll

persons.

Note 7

Club House has been treated as separate head of expense for reporting to Members for better

appreciation. In last financial year actual expenses has been allocated under various head as

appearing above vis-a-vis previous practice. All identifiable direct cost has been allocated to Club

House accordingly. There has been decrease in revenue due to ongoing COVID situations in F.Y 20-

21 and In the Subsequent year, assuming the situation to be normalise increase has been taken.

Page 26 of 112





Note 8

Fund allocation has been made for improvement of Badminton, Squash & Basketball Court for use of

residents of NRI Complex. In the 22nd AGM for F.Y 19-20& F.Y 20-21 of Rs 5 Lakh and Rs 15 Lakh

respectively had been approved, but no expenditure has been incurred in F.Y 19-20, so the amount

has been carried forward in F.Y 20-21 & subsequent year.

Note 9

Currently one lift is attached with DG set backup power. It is proposed to attach second lift with DG

back up power. Proposed budget is towards procurement of cable, accessories and labour charges.

This will help resident during power outage. On budgetary approval of the proposal by the

members, process of detailed review by RPC and Board, as required will be initiated and project will

be implemented.

Page 27 of 112





EXHIBIT – II

NOTICE OF ANNUAL GENERAL MEETING

NOMINATION FORM

I propose the name of Mr. /Ms. /Mrs. __________________________________________________ , for the

post of Director, on the Board of Directors of SEAWOODS ESTATES LIMITED to be appointed with effect

from the date of 23rd AGM to be held on December 31, 2020. I confirm that my Maintenance & Repairs

Charges and Other Contributions up to 30/09/2020 have been duly paid.

I CONFIRM I HAVE READ THE NOTES OVERLEAF.

Name: _________________________________ Building No: _____ Flat No: ______

Signature: _____________________________________________________________

I second the above proposal. I confirm that my Maintenance & Repairs and Other Contributions up to

30/09/2020 have been duly paid.

I CONFIRM I HAVE READ THE NOTES OVERLEAF.

Name: _________________________________ Building No: _____ Flat No: ______

Signature: _____________________________________________________________

I agree to the above nomination. I confirm that my Maintenance & Repairs Charges and Other Contributions

up to 30/09/2020 have been duly paid. Enclosed herewith a DD of Rs. 1, 00,000/- (Rupees One Lakh Only) in

favor of ‘Seawoods Estates Limited’.

Name: _________________________________ Building No: _____ Flat/Shop No: ______

Signature: _____________________________________________________________

SEAWOODS ESTATES LTD.

Received one nomination from Mr. / Ms. / Mrs. _______________Building No _____ Flat / Shop No _____

For SEAWOODS ESTATES LTD

Page 28 of 112





CHIEF ESTATE MANAGER

Please mail / have this form, duly filled in and deposited with:

The Chief Estate Manager,

SEAWOODS ESTATES LTD.,

Reg. Office: - NRI Complex, Palm Beach Road, Sector 54, 56 and 58, Nerul, Navi Mumbai – 400706

In a sealed envelope super scribed ‘DIRECTORS’ ELECTION SEAWOODS ESTATES LIMITED.’ so as to reach him

on or before 05:00 P.M. on December 16, 2020 along with:

1. DD / Pay Order of Rs. 1,00,000/- (Rupees One Lakh Only) in favor of ‘Seawoods Estates Ltd.’;

2. Consent to act as a Director of a Company in Form DIR -2 pursuant to section 152 (5) of the Companies

Act, 2013 and Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 (Format

enclosed);

3. Declaration of number of Directorship pursuant to Section 165 of the Companies Act, 2013. (Format

enclosed);

4. Declaration of non-disqualification in Form DIR -8 pursuant to Section 164 of the Companies Act, 2013.

(Format enclosed) Other criteria to be fulfilled by the Director as per Section 164 of the Companies Act

2013;

5. The Director should fulfill the criteria as prescribed under secretarial standard and other details

(optional) in the format attached as per “Annexure - A”. Such details shall be published by Board of

Directors before the Members of the Company.

Notes:

1. Members, who have cleared their Maintenance & Repairs Charges and Other Contribution up to

30/09/2020, are only eligible to take part in the election, if applicable.

2. The nomination form shall be completed in all respects, failing which it shall be liable to be declared

invalid.

3. Members should take note that, as per the provisions of Section 160 of the Companies Act, 2013, the

deposit amount to be deposited by a person who is not retiring Director to contest for the Directorship

along with notice is Rs. 1, 00,000 /- (Rupees One Lakh Only). This amount shall be refunded, if the

person proposed gets elected as a director or gets more than Twenty-Five per cent of the total valid

votes cast in his / her favor out of total valid vote casted or whose candidature gets rejected being a

disqualified person as per the Companies Act, 2013.

4. If any candidate desires to withdraw his nomination, he / she would be entitled to do so at any time

prior to 05.00 P.M. on December 22, 2020.

Page 29 of 112





Form DIR-2

Consent to act as a Director of Company

[Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules,

2014]

To

SEAWOODS ESTATES LIMITED

Reg. Office: Sector 54/ 56/ 58, NRI Complex, Nerul, Navi Mumbai -400706.

Subject: Consent to act as Director

I, Mr. / Ms. / Mrs. _________________________, hereby give my consent to act as a Director of

SEAWOODS ESTATES LIMITED, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and

certify that I am not disqualified to become a Director under the Companies Act, 2013.

Director Identification Number (DIN) :

Name (in full) :

Father’s Name (in full) :

Address :

E-mail id :

Mobile No. :

Income-tax PAN :

Occupation :

Date of birth :

Nationality :

No. of companies in which I am already a Director and out of such companies the names of the

companies in which I am a Managing Director, Chief Executive Officer, Whole time Director,

Secretary, Chief Financial Officer, Manager:

Sr. No. Name of the Company / LLP / Foreign

Company / Other Entity

Designation Date of Appointment at

current Designation

1.

2.

Particulars of membership No. and Certificate of practice No. if the applicant is a member of any

professional Institute:

Page 30 of 112





Declaration

I declare that I have not been convicted of any offence in connection with the promotion, formation or

management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any

breach of duty to any company under this Act or any previous company law in the last five years. I further

declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number

of companies in which a person can be appointed as a Director.

Signature : _____________

Name : _________________

Designation : Proposed Director

Date : __________, 2020

Place : Navi Mumbai

Attachments (Self Attested):

1. Proof of identity

2. Proof of residence

Page 31 of 112





Number of Directorship Held

[Pursuant to Section 165 of the Companies Act, 2013]

1) A person shall hold office as a Director in not more than 20 Companies at same time and

2) The maximum number of public companies in which a person can be appointed as a director shall not

exceed 10. For this limit, directorship held in private companies that is either holding or subsidiary

company of a public company shall be included.)

Sr. No. Name of Public Company (ies)

1.

2.

3.

Sr. No. Name of Private Company (ies) that are either Holding or Subsidiary Company of a Public

Company:

1.

2.

3.

Sr. No. Name of Other Private Company (ies):

1.

2.

3.

Date : __________, 2020 Signature : _______________________

Place : Navi Mumbai Name : _________________________

Proposed Director

Page 32 of 112





FORM 'DIR-8'

Intimation by Director

[Pursuant to Section 164 (2) and rule 14 (1) of Companies (Appointment and

Qualification of Directors) Rules, 2014]

CIN: U70100MH1997PLC106903

Nominal Capital Rs: 32000000

Paid-up Capital Rs: 30520000

Name of Company: SEAWOODS ESTATES LIMITED

Address of its Registered Office: SECTOR 54 / 56 / 58 NRI COMPLEX NERUL NAVI MUMBAI 400706

To,

Board of Directors


I, ________________________son / Daughter / Wife of ____________ resident of

____________________Director /managing director/manager in the company hereby give notice that I was

a Director in any companies during the last Three Years: -

Sr. No Name of the Company Date of Appointment Date of Cessation

1.

2.

3.

I, further confirm that I have not incurred disqualification under section 164(2) of the Companies Act, 2013

in any of the above companies, in the previous financial year, and I, at present, stand free from any

disqualification from being a director.

Or

I, further confirm that I have incurred disqualifications under section 164(2) of the Companies Act, 2013 in

the following company(s) in the previous financial year, and that I, at present stand disqualified from being

a director.

Place : Navi Mumbai Signature : _________________

Date : __________, 2020 Name : ___________________

Proposed Director

Page 33 of 112





OTHER CRITERIA TO BE FULFILLED BY THE DIRECTOR

AS PER SECTION 164 OF THE COMPANIES ACT 2013:

A. The individual proposed to be appointed as Director shall have / obtain Director Identification Number

(DIN) prior to submission of nomination.

B. As per Section 164 of Companies Act, 2013

1. A person shall not be eligible for appointment as Director of a Company if: -

He is of unsound mind and stands so declared by a competent court;

He is an un-discharged insolvent;

He has applied to be adjudicated as an insolvent and his application is pending;

He has been convicted by a court of any offence, whether involving moral turpitude or

otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a

period of five years has not elapsed from the date of expiry of the sentence: Provided that if a

person has been convicted of any offence and sentenced in respect thereof to imprisonment for

a period of seven years or more, he shall not be eligible to be appointed as a director in any

company;

An order disqualifying him for appointment as a director has been passed by a court or Tribunal

and the order is in force;

He has not paid any calls in respect of any shares of the company held by him, whether alone or

jointly with others, and six months have elapsed from the last day fixed for the payment of the

call;

He has been convicted of the offence dealing with related party transactions under section 188

at any time during the last preceding five years; or

He has not complied with sub-section (3) of section 152.

2. No person who is or has been a director of a company which: -

Has not filed financial statements or annual returns for any continuous period of three financial

years; or

Has failed to repay the deposits accepted by it or pay interest thereon or to redeem any

debentures on the due date or pay interest due thereon or pay any dividend declared and such

failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as

a director of that company or appointed in other company for a period of five years from the

date on which the said company fails to do so.

Page 34 of 112





Annexure – I to Nomination Form:

DETAILS OF DIRECTOR TO BE APPOINTED IN ANNUAL GENERAL MEETING AS REQUIRED UNDER

SECRETARIAL STANDARDS – II

Particulars Details

Name

Age

Qualification

Experience

Date of first appointment on the Board

Shareholding in the Company

Relationship with other Directors / Managers / relatives KMPs

Board Meetings attended

Other Directorships / Chairmanships / Membership of

Committees of other Boards

OTHER DETAILS OF THE DIRECTOR TO BE APPOINTED IN ANNUAL GENERAL MEETING

(OPTIONAL TO BE GIVEN)

Particulars Details

Brief Profile

Details of election contested for the post of Director (Past &

Result)

Details of member of various resident committee and

contribution made

Details of litigation with Seawoods Estates Limited / Residents

/ Shareholders of Seawoods Estates Limited

Page 35 of 112





DIRECTORS’ REPORT

FOR THE FINANCIAL YEAR 2019-20

To

The Members of Seawoods Estates Limited (The Company)

Nerul, Navi Mumbai

Your Directors have pleasure in presenting the 23rd Annual Report of the Company together with the

Audited Financial Statements of the Company for the year ended March 31, 2020. Your Company holds its

AGM in the month of September each year as per provisions of the Companies Act, 2013. Holding of 23rd AGM

has been delayed due to delay in finalization of Audited Financial Statement and impact caused due to COVID-

19 Pandemic. Realizing need, your Company formed Expert Group of prominent Charted Accountant of NRI

Complex being subject matter expert to deal with matter arising during the process of Audit. Your Company

created special task force to meet lost time and ensure to conduct this 23rd AGM within extended time granted

by governmental authority as per provisions of the Companies Act, 2013.

This 23rd AGM is unique and different, due to COVID-19 – 19 Pandemic this will be conducted through Video

Conference (“VC”) / Other Audio-Visual Means (“OAVM”) facility as per applicable regulation and provisions of

the Companies Act, 2013.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company's performance during the year ended March 31, 2020 as compared to the previous

financial year is summarized below:

(Amount in Rs.)

Particulars For the Financial Year ended

March 31, 2020 March 31, 2019

Income 65,47,535 67,17,597

Less: Expenses 31,83,617 35,96,369

Profit/ (Loss) before tax 33,63,918 31,21,228

Less: Current Tax 11,37,097 11,98,453

Previous Year Provision Nil 3,00,633

Income Tax of earlier years w/off Nil Nil

Exception Income Nil Nil

Exception expenditure Nil Nil

Profit after Tax 22,26,822 16,22,142

Page 36 of 112





b. Appropriation:

Interim Dividend Nil Nil

Final Dividend Nil Nil

Tax on distribution of dividend Nil Nil

Transfer of General Reserve Nil Nil

Balance carried to Balance sheet 22,26,822 16,22,142

c. Operations Of The Company:

Your Company continues to be engaged in “manage, maintain and administer” of NRI Complex. There is

no change in nature of the business of the Company, during the year under review. Your Board of

Directors has summarized key activities undertaken or planned under various portfolios constituted by

the Board of Directors appearing elsewhere in this Report.

2. TAXATION MATTERS:

a. Matters pertaining to Income Tax:

Presently, disputed tax liability is for 2 years assessment viz. old case pertaining FY 2004-05 (AY 2005-06)

demand identified is Rs.2,05,890/-, for which details are being built up and for FY 2013-14 (AY 2014-15)

demand identified is Rs.43,130/-. Your Company had filed appeal with ITAT. The Board of Directors is

evaluating the option for application under Vivad se Vishwas scheme of Income Tax in order to settle

the disputed tax liability without levy of any interest/ penalty.

b. Matters pertaining to Goods & Service Tax:

GST Audit for FY 2017-18 & FY 2018-19 was completed during the year; additional GST liability identified

post-audit for the respective years was discharged along with applicable interest.

3. GOVERNANCE:

The activity of your Company is, as mentioned in object clause 65 of the MOA of the Company to

“manage, maintain and administer property (Seawoods Estates NRI Complex at Sector 54, 56 and 58) for

mutual benefit of the members.” Shareholding of the Company are flat and shop owners of the NRI

Complex, and your Company collects funds by way of M & R Charges along with other charges from NRI

Complex residents being shareholders of the Company and use funds so collected to manage, maintain

and administer NRI Complex. Process of collection of M & R Charger along with other charges and

spending of the same being managed by your Company as per detailed budget mechanism and approval

Page 37 of 112





of shareholders.

i. Principal – Agent Relationship:

You Company is acting as agent/ collective representative of the shareholder of the Company being

principal. Governance mechanism of your Company has been built and practiced provided under the

Companies Act, 2013 and supplemented by of Permanent Residents Committees (PRCs) being

constituted / reconstituted after every AGM. In special cases, Board of Directors of your Company

constituted Special Resident Committee (SRC) as required. Board of Directors generally being elected

representative of shareholders of your Company shall continue to remain responsible for all governance

matters in its fiduciary capacity towards its shareholders.

ii. Allocation of Portfolio amongst Directors:

For operation of the Company, certain portfolio has been created and being led by respective Portfolio

of Directors and supported 2nd Lead Director, which is as under2

Name of Portfolio 1st Lead Director 2nd Lead Director

Overall Coordination and

Governance related matters

Mr. Jagdish Digwal,

Chairman

Mr. Jagdish Digwal,

Chairman

Building Repair & Painting Mr. Nirjhar Gupta Mr. K K Kushwaha, Vice

Chairman

Mr. Sandeep Sareen

General Maintenance, Projects

(other than BR&P) and

Regulating Interiors Work

Mr. Samir Kant Shamshery

(Lead Director)

Mr. Gadadhar Behera

Mr. K K Kushwaha

Safety, Security & IT Mr. Pabitra Chakroborty Mr. Viraj Kulkarni

HR & Admin Mrs. Chitra Choudhary Mr. Virendra Lamba

Gardening Mr. Sandeep Sareen Mrs. Chitra Choudhary

Housekeeping Mrs. Chitra Choudhary Mr. Sandeep Sareen

Finance & Accounting, Audit Mr. Gadadhar Behera Mr. Sandeep Sareen

CS & Legal

Mr. Viraj Kulkarni Mr. Pabitra Chakroborty

Cultural& Club (Other than

Sports)

Mrs. Vineeta Srinandan

Mr. Gadadhar Behera

2Allocation of portfolio after joining of Mr Sandeep Sarin as Additional Director. Club and Culture portfolio was divided considering request of Mr Lamba and since his resignation as director, this portfolio currently being looked after by 2nd Lead Director. Mr Naresh Baral, Nominee director of IDBI Bank is not holding any portfolio as per his wish.

Page 38 of 112





Club (Sports Facility)

Mr. Virendra Lamba

[Resigned]

Mr. Sandeep Sareen

iii. Governing Framework for PRC and SRC:

The Board of Directors of your Company taken and propose to be taken various steps to streamline

governance framework as under:

i. All members of the Board are required to ensure confidentiality of information / data / documents

known to him as during his tenure as member of the board and thereafter. Violation of the same is

treated as breach of trust and misconduct. By becoming members of the Board of your Company,

all members are required to adhere to it, subject to provision of the applicable law.

ii. Your Company is operating services for residents of NRI Complex out of fund provided by

shareholders and therefore, it is required that residents of NRI Complex be part of governance

should be in good standing. Therefore, all members of PRC, members of SRC and directors should

ensure payment due to the Company with respect to their resident units should be paid on or

before respective due date. In case of non-payment of dues by any directors, same shall be

reported to shareholders in the Annual Report and in case of self-nominated PRC members, they

will cease to be members of such committees within 15 days from due date.

iii. In order to make SRC / PRC effective and members accountable, it is proposed as

i. Total number of members (non-director/ ex-officio) should not exceed more than 15 members

being around 1% of total numbers of shareholders of the Company.

ii. One person shall not be members of more than two PRC and in case more than 15 nomination

has been received for any RPC, 10 members will be selected by way draw of lot and 5

members to be nominated by Board of Directors out of non-selected nomination by way draw

of lot on the basis of expertise, experience and subject matter of interest.

iii. Maximum uninterrupted tenure of any person to any committee shall not be more than three

years in row. This is not applicable to members of committee nominated by the Board of

Directors.

iv. All members of RPC / SRC are equal and no other designation / subgroup can be created.

Based on the need, either on the recommendation of Lead Director / Approval of PRC, a SRC

can be created with members and terms of reference as approved by Board of Directors.

v. It is expected that members having subject matter expertise and having area of interest,

become members of respective PRC and SRC.

vi. Each PRC to meet at least once in calendar quarter and share its MoM with Board of Directors.

vii. PRC can take decision for removal of a person not attending / contributing for the cause of PRC

/ SRC of by way majority decision. Any members absenting for more than 2 consecutive

meeting shall cease to be member of such RPC/SRC.

viii. SRC shall stand dissolved on completion of the task / mandate as being given by Board of

Directors.

Page 39 of 112





Your Board of Directors will continue to work towards better governance, transparency and effective

deliverance structure and strive to take such measures as may be required from time to time. Your

Board of Directors is having zero tolerance towards element impacting reputation of your Company,

distributing harmony of the NRI Complex.

iv. Forensic Audit:

In the backdrop of the fact that a section of members wished to have Forensic Audit of books of

accounts of your Company, considering trust of members is utmost important to Board of Directors of

the Company, In previous Directors’ Report it was mentioned that “it is appropriate for Board of

Directors of your Company, in order to restore confidence of the few of shareholders with respect to

duly Audited and Approved Accounts of the Company, has requested the initiators for specific terms of

reference (TOR) for Forensic Audit, cost for the same to be incurred by the Company and names of

reputed qualified firm, so that the same can be put before Members of the Company for due approval.”.

Lead Director Legal was advised on several occasion and including in Board of Directors meeting held in

the month of August 2020 to present Terms of Reference (TOR) for Forensic Audit, with specific

allegations along with cost of conducting such audit and names of short listed reputed qualified firm, so

that approval of the members of the Company can be taken for the same. Lead Director Legal presented

at the eleventh hour and that too without any recommendation of finance and legal committee a

compilation of certain points having enormous inconsistencies in itself and this had frustrated stated

objective of Board of Directors to seek approval of members along with required information and

grounds for conducting such Forensic Audit. Key inconsistencies observed inter-alia includes (i) a

forensic audit was to conduct to examine financial records to find any illegal financial activity, whereas

submitted compilation was indicating Forensic Audit for procedures and protocols, which is subject

matter of internal audit and statutory audit which is being conducted (ii) no names of shortlisted names

of reputed qualified firm were provided, (iii) even matter related with typical management information

system were covered in the compilation. Board of Director found that such resolution before

shareholders will not serve any purpose. Any Forensic Audit proposal for shareholders’ approval should

contain reasons for conducting Forensic Audit with substantiation, names of reputed qualified firm and

cost involved.

v. Financial review of Unsolicited Report dated 31ST December 2018 by S. R. JAISWAL & ASSOCIATES,

Chartered Accountants:

A report dated December 31, 2018 by S. R. Jaiswal & Associates, Chartered Accountants raising

apprehensions about the financials of your Company has reached the office your Company. From initial

review it appeared that facts mentioned in report are twisted, presented to suit pre-determined

narrative and report apparently made to defame your Company including members of Board of

Page 40 of 112





Directors, who have served as honorary members of your Board of Directors of your Company and

residents of NRI Complex. Board of Directors taken cognizance of the same and it was decided to share

with shareholders a fact-based independent clarification with respect to each of the allegation

mentioned in the said report like non-compliance, violation of any legal provisions or any financial

misfeasance related to aspects covered therein. Lead Director Finance was advised by Board of your

Company to initiate the process of making fact-based response to the report with support of Tanveer

Bhagat & Company, Chartered Accountants, being internal auditor of the Company. Board of Directors is

yet to receive the same and your Board of Directors will share the same, once same is prepared and

made available.

vi. Cloud based Accounting:

In the previous year’s Directors’ report, your Board of Directors committed to implement Cloud Based

Accounting to take initiative of transparency further, so that members on request can see transaction

level details of transaction of the Company digitally along with supporting. As you are aware that your

Company had completed the study of the same and moving towards cloud-based accounting of entire

financial matter, which is currently at ADDA for members revenue and other revenue and expenses are

in Tally.

Proposed software “Real Books” will facilitate online viewing of required transaction level details by the

shareholders using authorization matrix. Processes involve small, customized development. Matters

were discussed in meeting of Board of Directors of your Company and Board on several occasion

advised Lead Director Finance to implement the same with support from concerned person. While no

progress on this front has been made, nonetheless, your Board of Directors continue remain committed

to implement Cloud Based Accounting for benefits of members and all other stake holders.

vii. Matter related with CHS:

Committee was formed last year to examine view of certain section of shareholders that CHS format is

better than current format of company for “manage, maintain and administer” NRI Comple. As reported

in 22nd Annual Report that CHS Committee made interim suggestion to amend AOA of Your Company last

year.

Meanwhile, ignoring the previous committee (SRC), the Lead Director Legal this year made a subgroup

to examine the matter of conveyance, which delved on CHS matter, too. The matter yet to come to

Board of Directors, after due review and recommendation by Legal Committee, with clarity and in a

form that it can be brought before the members. Your Board of Directors think it appropriate to

reiterate that your Board of Directors will not do any compromise in the matter, impacting value of

shareholders. SEL will like to continue to pursue its legal case filed against CIDCO inter-alia asking for

conveyance of entire land in its possession, along with FSI rights and protect value of shareholders using

Page 41 of 112





all means at its disposal. In case it is required, your Board of Directors will appoint a SRC to take this

forward along with legal opinion from reputed law firm.

viii. Transfer of Flats / Shops without transfer of Shares of the Company:

As per Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 A. Every unlisted

public company shall issue securities only in Demat form and provides dematerialization facilities to all

its securities on or after 2nd October, 2018 and B. Every holder of securities of an Unlisted Public

Company, who intends to transfer such securities, mandatorily requires such securities to be in Demat

form before such transfer on or after 2nd October 2018.

In terms of above rules, with reference to Seawoods Estates Limited, all transfer of shares post 2nd

October 2018 could only be affected in Demat form.

As shareholders of the Company are only flat / shop owners at “NRI Complex”, it is required that change

in shareholding be aligned with change in flat ownership. However, there are cases, where flat / shops

have been transferred, but shares cannot be transferred in the name of the buyer as shares are held in

physical form and the seller of the flat is not able to convert them on DMAT. Your Board has taken

cognizance of such situation and working out resolution in consultation with subject matter expert in

time bound manner.

4. COVID – 19 PANDEMIC:

As you are aware that since March 2020, India started impacting from COVID -19 Pandemic. Hence,

Government of India, Government of Maharashtra and local administration of Navi Mumbai Municipal

Corporation has been taking various measures with respect to lock down and unlocking under various

applicable laws. Your Company took up the challenges to its stride and enumerated its objective as

under:

Ensure compliance of applicable guidelines being issued by government instrumentality.

Ensure safety of each resident and also staff members including outsourcing staff.

Ensure running of essential services for the benefit of NRI Residents.

Ensure mechanism for delivery of essential services from time to time to NRI Resident.

Target, no infection to any one and ensure response to NRI Resident in case of emergency.

Your Company under the leadership of then CEM Mr Anurag Vishwakarma supported the manifested

objective of your Company and handled the situation, by stationing himself inside NRI Complex 24*7,

away from his family. His task was to manage operation of your Company on the one hand and handle

pressure from few of resident out of ignorance and arrogance on the other. Like a true solider, he had

shown highest degree of professionalism towards his duties in the midst of pressure and sacrificed his

Page 42 of 112





life. He suffered Brain Hemorrhage on 15thMay 2020 and after spending 3 days, he left for heavenly

aboard on 18thMay 2020.

Your Board of Directors would like to go on record towards contribution made by Mr. Anurag during his

short stint of approximately 5 months. While no amount of money can compensate loss of Mr Anurag to

his family, your Board of Directors along with residents made contribution to avoid hardship to family of

Late Shri Anurag. Currently, Mr. Babasaheb Giri, Chief Estate Manager is looking after day-to-day

operation of your Company under guidance of respective Portfolio Directors and with support of staff

members of your Company.

Under leadership of Mr. Anurag along with support from SEL staff and portfolio directors, following

measures were taken to meet above stated objectives.

Since, movement was stopped by government instrumentality, to support upkeep of NRI Complex

boarding and lodging facility was created for 75 staff members for a period of approx. 5months till

movement was allowed by government instrumentality.

Essential staff covers security staff, building attendant, housekeeping staff, electricians, and

plumbers.

Sanitization of entire complex was done 4- 5 times by Internal housekeeping team.

The required precautionary facilities were created and operated at the gate and buildings as per

advice / SOP from concern government instrumentality.

Thermal gun & Oximeter was / is used to check the temperature of all entering our complex.

RAT (Rapid Antigen Test) campaign was organized through NMMC twice in the complex.

Washbasins were installed at the main gate and all the employees, visitors had to wash their hands

with soap before entering the complex.

Sanitizers were installed at the entrance of all building lobbies and a notice indicating the use of the

same was prominently placed.

Security Guards / Building Attendants were exposed to new people more often, hence they were

provided face masks and were asked to wear them at all times for everyone’s safety.

Restricted entry of domestic helpers / drivers and car washers for minimal contact.

Delivery arrangements were made initially at gate and later at lobby to reduce contact.

Support system was created for residents undergoing medical care, senior citizens for delivery of

essential at doorsteps.

Guest House was converted into quarantine centres for residents, to support any exigencies.

Facility at guest room includes contact number of Security Officer’s and Resident doctor. Food and

drinking water for the covid patient staying in the guest quarantine room including other basic

essential needs of the patient was made available.

WhatsApp support group was created, to include residents of sealed floors where in the essential

needs of the group was duly met by SEL staff. A list of protocols was also framed for

implementation by COVID residents. The lift movement to the affected floor was blocked for two

Page 43 of 112





weeks.

Covid effected buildings were/are sanitized every alternate day.

The Housekeeping staff, building attendant & Security officers who serviced the residents of sealed

floors was given a PPE suit for their safety.

SEL Board of Directors coveys its sincere appreciation to all the residents who volunteered for bedding

and food items for the staff / workers.

5. MATTER RELATED WITH STRAY DOGS:

You Board of Directors are fully aware of difficulties being faced by residents mainly senior citizens and

young kids. Increased activities of stray dog are life threatening and penal measures approved by

shareholders during 22nd AGM were failed to yield any result. Few so called dogs lovers are continuously

feeding stray dogs in violation of applicable guidelines and your Board of Directors failed to reason out

with them even in the name of safety of fellow residents. We condemn such approach and attitude of co

residents. Board of Directors has been working on following action plan, in compliance with / subject to

applicable rules, regulation and guidelines.

The Board of Director had approached an NGO requesting them to adopt the stray dogs in NRI

Complex, but the request was rejected.

The Board of Director plans to get the stray dogs vaccinated so that in case of any untoward

incident, the chances of Rabies are eliminated.

The Board of Director plans to get the dogs neutered so that their population is curbed.

The Board of Director plans to create a dog park just outside the gate wherein the pet dogs can be

taken for a stroll and this would prevent them from walking on the footpath meant for residents.

The Board of Director plans to create a committee which will include residents who are keen on

helping find a solution to the problems related to stray dogs.

6. PROTECTION OF CARS FROM BIRD DROPPINGS:

Members are aware that certain large and fully grown trees near gate 2are permanent habitant of birds

of different species and it causes various nuances in the area like (i) foul smell, (ii) dirtying of cars due to

bird droppings, (iii) dirtying road and pathways and (iv) difficulty for morning walker and residents of

nearby building.

Your Company has tried working on various options, including seeking support from NMMC but

unfortunately all efforts have gone in vain. Hence post deliberation it is appropriate of having a parking

shade under the trees to save cars and attend to the stench emanating from the Bird droppings. This

action would give relief to residents of building around that area, to all morning walkers and protecting

the cars having their designate parking below these trees.

Page 44 of 112





7. MAJOR REPAIR AND PAINTING PROJECT:

After approval of proposal for Major Repair and Painting of all 46 buildings and all other buildings of NRI

Complex in 22nd AGM of the Company by the shareholders. The Board of Directors of the Company,

Building Repair Committee (BRC) and Building Repair Monitoring Committee (BRMC) with support of

staff members, agencies appointed for the purpose has taken actions:

a. Signed required agreement with short listed contractors with support of independent legal advisor

appointed for the purpose.

b. Opened separate account with SBI and later with Axis Bank as Escrow Account, Axis Security

Trustee as Trustee of the said account. Certain charges are payable to Axis Security Trustee for

managing Escrow Account and Legal Director offered to his services to re-negotiate with the Axis

Bank, which is still under process.

c. BRMC as per approval of AGM was constituted and considering overwhelming response of

residents, all applicants has been retained as members of BRMC.

d. Netting in 22 buildings was done by February 2020 has prevented some large chunks falling down

and withstood the storms despite. Netting for remaining building were done subsequently either by

main contractor or separate contractor appointed for the purpose.

e. Scaffoldings on front-side of 30 buildings done, which withstood the storms and rains and pre work

preparation was completed by March 2020.

f. Unfortunately, due to COVID-19 and later due to heavy rainfall, work could only start in the month

of October 2020 at slower pace.

g. Challenges were on multiple fronts, availability labour with contractors, fear of spread infection due

to large scale operation of repair, restriction imposed by governmental authority, closure of train

service impacting movement of workforce and lodging of large number of labours inside complex is

not a particle resolution.

h. BRMC with support of all stakeholders working ways and means to speed up implementation of the

Major Repair and Painting project.

i. Major Repair and Painting Project Budgeted Expenses, Actual Expenses and Revised Budgeted

Expenses is / proposed as under:

Details Note

FY 19-20 FY 20-21 FY 21-22 FY 22-23

BE Actuals BE Revised

BE BE

Revised

BE BE

Revise

d BE

Major Repair and

Painting Charges 564 564 1,128 282 282 1,128 -

282

Expenditure Incurred 564 60 1,128 416 416 1,401 - 379

Net Surplus / Deficit - 504 - -134 - -273 - -97

Cumulative Net

Surplus / Deficit 504 370 97

-

Page 45 of 112





j. Your Board of Directors had decided to raise separate invoice for Major Repair and Painting Charges

for each quarter. Due date for Major Repair and Painting Charges for October – December 2019

quarter was extended from December 2019 till March 2020. Major Repair and Painting Charges for

January – March 2020 quarter from March 202 to April 2020 to June 2020 and finally to October

2020.

k. Total expenses till date are about Rs 189 Lakhs including GST.

l. Considering progress of project, invoicing for Major Repair and Painting Charges likely to be as

Invoice 3 – January 31, 2021

Invoice 4 – April 30, 2021

Invoice 5 – July 31, 2021

Invoice 6- Oct 31, 2021

Invoice 7 – January 31, 2022

Invoice 8 - April 30, 2022

8. WASTE MANAGEMENT PROJECT:

Your Company had taken the initiative of converting wet waste management into Bio Energy on BOT

basis and agreement to this affect was also signed. Members were informed in 22nd Annual Report

about requirement of further due diligence of the Project and Waste Management Committee was

formed to evaluate technology, location of facility and single facility or multiple facilities covering entire

NRI Complex, each per building or based on cluster of buildings. Board of Directors reviewed the Project

and sought opinion of matter experts. Key issue being observed is proposed location of the unit and few

of the residents are having reservation about location due to proximity of the unit closer to their tower.

Based on suggestion of subject matter expert, Board of Directors of your Company decided to look at

requirement of waste management afresh covering technology, location and financial and economic

analysis.

9. DG SET INSTALLATION

We are pleased to inform all residents that Phase II of remaining 8 DG set back up has been completed

and commissioned. The required approval for operations of the DG sets from the relevant Govt.

authorities has also been received. In case of power failure, the DG set back up power supply will take

over automatically and supply will be available to one of the lift (B) and common area lightings (utilities)

of each building. Consequent to installation of DG sets for back-up power in place of inverters, estimated

savings in electrical power consumption is to the tune of 18%.

10. CULTURE EVENTS AND CELEBRATION

Your Company is managing operation of NRI Complex, a residential complex of gated community. As a

tradition, various cultural events and activities being organized creating engagement platform of

Page 46 of 112





residents. However, COVID-19 Pandemic resulted in inevitable changes from March 2020.

Events gets created bring out talent of resident’s family and showcase rich cultural heritage of India.

Diwali 2019 was celebrated by illuminating the prominent areas of the complex with lights, cultural

program included a Hindi drama “Ahalya Moksh” followed by a Kathak dance group performance by

eminent artists. Christmas 2019 was celebrated keeping the flavor of fun and frolic in mind. The

customary entry of Santa brought in smiles on the faces of the young children. Welcoming 2020 A New

Year party was also organized.

In continuation of tradition of at NRI Complex, where each of Republic day and Independence Day,

during Republic 2020. we invite and honor war heroes of our forces. your Company had ahonor of

hosting --- celebrations were organized keeping the patriotic flavor of the day. Previous evening of

Republic Day was showcasing of Indian freedom struggle and remembers stars of Indian freedom

movements.

Due to COVID-19, entire cultural activities moved online, and festivals were hosted of Facebook Page

and competitions were organized in the category of Fine Arts and literature. A simple format of

Independence Day celebration was organized this year.

In order to build connect with residents and support, Knowledge Sharing Series was organized on the

topics like

Identification of Covid Symptoms by Dr. Asmita Deshmukh,

Acupressure to increase immunity during Covid by Dr.SachinLohiya,

Mental health and well-being during Covid times by Ms.Snigdha Gupta

Prevention of heart diseases by Dr. Sanjeev Kalkekar in association with Apollo hospital

A navigation of the website Geeta Supersite created by IIT Kanpur research team in association with

Sakhi foundation.

Joyful living and stress management by Mr. Sandeep Mahajan (Art of living)

Regular Oral hygiene to prevent dental problems by Dr. Vishwas Madan

Grooving to teen tunes, an interactive workshop for adolescents in association with IAP Navi

Mumbai by a panel of six eminent doctors.

11. SECURITY, SAFETY & IT MATTERS:

Your Company is pleased to inform you that Security and IT initiatives played pivotal role during COVID-

19 – 19 Crisis. We are glad to share key achievement during the year. Your Board along with security

committee successfully conducted the tender exercise of Gate and Building attendants. The tender was

awarded to BVG India. Security played a pivotal role as COVID-19 warriors by taking care of COVID-19

Patients by providing all essential items at their doorsteps. They also took additional responsibilities of

housekeeping and gardening as the respective staff was not available due to lockdown. Your BOD has

Page 47 of 112





arranged for the stay within the complex of 45 security staff to ensure all services are ran smoothly with

minimum inconvenience to all our residents.

Entire IT infrastructure of SEL office was revamped with new computers provided to the staff for

increasing their productivity and TAT whose machines were old and outdated. All faulty common

intercoms were replaced with new handsets. CCTV DVR capacity is ensured for 15 days of backup.

We are glad to share launching our own website www.nricomplex.in to provide one stop information at

the residents’ fingertips.

12. FIRE AND SAFETY:

Safety of residents is utmost priority and one of the risks being observed is risk from fire and your

Company is continuously working to towards (i) management and upkeep of fire infrastructure of NRI

Complex, (ii) Ensuring compliance of regulation applicable for fire safety and (iii) training to staff

members for swift emergency response and (iv) recently pre COVID-19Pandemic, training to residents

were conducted block by block to create awareness and ability deal with fire at initial stage.

13. HORTICULTURE AND GARDENING:

NRI Complex has been blessed with abundant Green Lungs, which have painstakingly been nurtured by

the Garden Team and Residents. Even during Covid restrictions in the severe summer months Late Sh.

Anurag Vishwakarma, the then CEM, ensured watering of lawns with the active support of Security

Team and Residents Volunteered to save the greenery around. To further add to the woes there were 2

storms in June and August, which caused massive uprooting of trees across the Complex. Total of 85 Big

/Small trees were uprooted, glad to share that 33 Trees have been replanted. This was one of the

difficult times to maintain and manage gardens of NRI Complex initially due to COVID and later due to

massive damage caused by storm. Your gardening team is working towards full restoration and

contingency planning.

14. HOUSEKEEPING:

NRI complex is the pride of Navi Mumbai and your company has always been committed to provide

clean & healthy environment. The housekeeping resident committee has been instrumental in awarding

Tender to Ecoshine Facility Solutions LLP following due process which even included Site visits. The

Board of Directors expresses its appreciation to committee members who contributed in finalizing the

contract.

During the time of Pandemic, the housekeeping of complex had become a challenge, but your Company

was able to keep up the key task with bare minimum resource available, thereby also ensuring safety of

residents by not permitting entry of workers from containment zones which was rigorously monitored

at the gate itself.

Going beyond scope of work and sanitized entire complex 4-5 times during the tenure and also

Page 48 of 112






alternate day sanitization of all COVID effected buildings.

Timely housekeeping services to COVID effected sealed floors.

Deep pressure cleaning of Rotunda & other fountains.

Sprinkle of Lime on pavements during rains.

Frequent cleaning of lifts, building porch & entrance lobby by disinfectants.

Ensured Garbage pickup is not missed even a single day during the entire lock-in period.

Deep cleaning of stairs lifts lobbies & Entrance porch using machines.

Effective monitoring by resident committee through online system on Whats-App.

Timely resolution of housekeeping issues has always been our endeavor and your company would

continue to provide services to make this complex best in terms of hygiene.

15. WATER CHARGES PAYMENT TO NMMC:

a. NMMC bills the Company for fresh drinking water under two consumer numbers, consumer

numbers no. 200319793 for residential portion of consumption and consumer numbers no.

200319794 for commercial portion of consumption covering club house and shops.

b. Entire water consumption as per meter is getting divided between residential being 65% of total

water metered and commercial being balance 35% of total water metered. Rationale and basis of

the same is not known, as nothing is available on the record. This formula was arrived at between

CIDCO and NMMC.

c. CIDCO has been paying entire water bill for consumer numbers no. 200319794 till March 2009 and

currently paying Rs. 56,010/- being payment towards bi-monthly billing. CIDCO also raised issue

with NMMC to install separate meter for commercial consumption, without any affect.

d. The Company has been paying bill for consumer numbers no. 200319793 on regular basis to

NMMC.

e. Dispute pertains for payment of bill for consumer numbers no. 200319794 due to ad-hoc and

arbitrarily allocation of total water as commercial consumption and billed at commercial rate of Rs.

30 per cu mtr. Total outstanding under this consumer number has been reported at Rs.

10,03,30,820/- as per bill for the period of February and March 2019 including interest and penalty.

Total outstanding as per last bill in F.Y 2019-2020 stands at Rs 11,35,02,213/- (as per water bill of

February and March 2020)

f. The Company contention and steps taken is as under, which has been communicated to NMMC

time and again.

Liability under consumer no.200319794 is of the CIDCO and not of the Company.

Separate meter to installed so that exact consumption for residential portion and commercial

portion can be determined.

Based on exact consumption pattern being observed over a reasonable period, exact

consumption of past to be determined and the Company will make payment towards its

liability.

Page 49 of 112





NMMC has installed water meter since September 2018. The actual reading of the meter have validated

Company’s & CIDCO’s stand. The estimated amount of payment if residential rates are applied to the

whole of the differential quantity for the period upto the last bill raised in FY 2019-20, comes to 85.86

lakhs (approx). Provision for water charges amounting to Rs.85.86 lakhs (estimated amount of

payment) has been made in the books of accounts during FY 2019-20.

16. LIFT UPGRADATION:

Lift Up-gradation for all 92 lifts of the complex has been commenced from February 2020 in line

approval of shareholders in 22nd AGM and tentative period of completion is 15 months end of April

2021. Due to COVID-19 Pandemic, scheduled completion anticipated to be delayed. Scope of lift up-

gradation is as under.

• Replacement of Automatic Rescue Device (ARD) system in the lift

• Installation of new car operating panels inside lift car and Hall operating panels at all floors

• Installation of new stainless steel (S.S 304) false ceiling with 5 watts LED lights.

• Emergency light fixing in lift cars

• Replacement of landing doors at ground floor with stainless steel (S.S.304).

• Emergency light inside lift cars.

• Installation of stainless-steel hand railing inside lift car

We are glad to inform you that till date work in building no 20, 32, 41, 2, 10, 22 has been fully completed

and expected that work in building no 5,9,12,17,19,26,29,35,36,40 to be completed by December 2020.

Working for remaining building to be released in the due course.

17. MATTERS PERTAINING TO EMPLOYEE:

None of the employee of the company is drawing remuneration of Rs. 1,02,00,000/- (Rupees One Crore

and Two Lakh) per annum or more if employed throughout the Financial Year or Rs. 8,50,000/- (Rupees

Eight Lakh and Fifty Thousand) per month if employed for a part of the Financial Year. Further, the

Company has not employed Managing Director or Whole-time Director or Manager. Hence, providing

details of drawing of remuneration by employee more than Managing Director or Whole-time Director

or Manager is not applicable.

Further, none of the employee either by himself or along with his spouse and dependent children holds

2 (two) percent or more equity shares of the Company.

Staff members of the Company critical resource to manage operation of your Company and Board of

Directors of your Company is continuously evaluating performance and deliverance staff and working on

ways and means to improve upon. In view of this, dedicated HR and Admin portfolio has been created

this year. One of the weak areas observed was finance and accounts function, more so to meet

challenges of increased compliance and support transparency. In view of this, your Company has hired a

Page 50 of 112





full-time chartered accountant to head of finance, accounts, commercial and secretarial &compliance

matter with support of effective and efficient team. Your Company value its staff members but having

zero tolerance policy towards lack of integrity, casual approach, inefficient and attitude and being not

inclined to improve. You Board of Directors has been taking such step as deemed appropriate from time

to time and will continue to do so in time to come.

18. DIVIDEND:

Pursuant to provision of Article of Association of the Company, it is restricted to declare the dividend to

its members.

19. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

Further, since the Company is restricted to declare dividend, no amount is lying in Unpaid Dividend A/c of the

Company.

20. TRANSFER TO RESERVES:

The Company has transferred the whole amount of profit for the Financial Year 2019 - 20 to its surplus account

as shown in the Audited Financial Statements for the Financial Year 2019 - 20.

21. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture

company.

22. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING / SUBSIDIARY:

During the year under review, your Company did not have any Holding and Subsidiary Company. Hence

the reporting under said clause is not applicable.

23. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73

of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during

the year under review. Hence, the requirement for furnishing of details relating to deposits covered under

Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not

applicable.

Page 51 of 112





24. LOAN FROM DIRECTORS OR DIRECTORS’ RELATIVES:

During the Financial Year under review, the Company has not borrowed the amount(s) from Directors or

Directors’ relatives.

25. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions/contracts/arrangements referred to in Section 188

(1) of Companies Act, 2013 with related party(ies) as defined under the provisions of Section 2 (76) of

the Companies Act, 2013, during the financial year under review. Hence, the requirement for furnishing of

details relating to transactions / contracts / arrangements is not applicable.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read

with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology

absorption, foreign exchange earnings and outgo etc. is given in Annexure – I which forms part of this

report.

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual

Return for the Financial Year ended March 31, 2020 made under the provisions of Section 92(3) of the

Act is attached as Annexure - II which forms part of this Report.

Further, The Company has placed its Annual Return as at 31st March 2019 referred to in Section 92 (3) in

MGT-7 format on the below mentioned web-address: www.nricomplex.in

28. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The Company has not made any loans, guarantees and investments covered under Section 186 of the

Act during the year under review.

29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere 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.

30. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Page 52 of 112






The internal control system with respect to financial statement and there adequacy has been duly take

care by the Board of Directors of the Company. The internal controls exist in the system and that

sufficient measures are taken to update the internal control system, as and when needed. The system

also ensures that all transaction are appropriately authorized, recorded and reported as and when

required.

Further, during the year under review, no material or serious observation has been received from the

Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

31. MATTERS RELATED TO INDEPENDENT DIRECTORS:

a. Appointment of Independent Directors:

Being an Unlisted Public Company not falling under the thresholds specified in Section 149 of the

Companies Act, 2013. Hence, appointment of Independent Director pursuant to Section 149 of the

Companies Act, 2013 is not applicable.

b. Statement on declaration by Independent Director:

Being an Unlisted Public Company not falling under the thresholds specified in Section 149 of the

Companies Act, 2013. Hence, appointment of Independent Director pursuant to Section 149 of the

Companies Act, 2013 and taking declaration from Independent Director is not applicable.

c. Statement regarding opinion of the Board with regard to integrity, expertise and experience

(including the proficiency) of the independent directors:

Since the Company is not required to appoint Independent Director, the reporting under said clause

in not applicable

32. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Appointment: Following Directors have been appointed During the Financial Year 2019-20:

Sr.

No.

Name of

Director DIN Designation

Date of

Appointment

Appointed

in Held on

1.

Mrs. Chitra

Choudhary 08560130

Non

Executive

Director

29/09/2019 AGM 29.09.2019

Page 53 of 112





2.

Mr.

Gadadhar

Behera

07634441

Non

Executive

Director

29/09/2019 AGM 29.09.2019

3.

Mr.

Samirkant

Shamsery

08559020

Non

Executive

Director

29/09/2019 AGM 29.09.2019

4.

Mrs.

Vineeta

Srinandan

08560315

Non

Executive

Director

29/09/2019 AGM 29.09.2019

5. Mr. Viraj

Kulkarni 02963687

Non

Executive

Director

29/09/2019 AGM 29.09.2019

The Board of Directors of the Company through circular resolution appointed Mr. Nirjhar Surendra

Gupta (DIN: 02011299) as Additional Non Executive Director of the Company which was

subsequently approved by members of the Company in 22nd Annual General Meeting held on 29th

September, 2020.

The Board of Directors of the Company in its meeting held on December 15, 2019 appointed Mr.

Sandeep Sareen (DIN: 08634763) as Additional Non Executive Director of the Company who shall

hold office of till ensuing Annual General Meeting. Necessary resolution for regularization of Mr.

Sandeep Sareen as Non Executive Director is given in notice of this Annual General Meeting.

Further, The Company was not required to appoint any Key Managerial Personnel as per Section

203 of Companies Act, 2013.

Cessation: Following Directors have been ceased to be Director of the Company during the

Financial Year 2019-20:

Sr.

No. Name of Director DIN Designation

Date of

Cessation Due to

1. Mr. Mukund Raj

Kulkarni 06991991

Non

Executive

Director

18/04/2019 Resignation

2. Mr. Manoj

Manmohan Kaul 07614482

Non

Executive

Director

31/05/2019 Resignation

3. Mr. Ravi Shankar

Pooli 07450359

Non

Executive

Director

29/09/2019 Ceased to be Additional

Director

Page 54 of 112





4. Mr. Sudhakar

Umacharan Ghildyal 08306845

Non

Executive

Director


Director

5. Mr. Shyamendra

Narain 01651306

Non

Executive

Director


Director

6. Mrs. Babita Pravin

Chandra 02058901

Non

Executive

Director

29/09/2019 Retired by Rotation in

22nd AGM

7. Mr. Praveen Sethia 02310777

Non

Executive

Director

29/09/2019 Retired by Rotation in

22nd AGM

However after 31st March, 2020 Mr. Virendra Lamba has tendered his resignation from the Board of

Directors of the Company on 31st October, 2020

Retirement by Rotation:

Mr. Jagdish Kumar Lilaram Digwal (DIN: 00240373), Mr. Krishna Kumar Kushwaha (DIN: 03617287)

and Mr. Pabitra Chakroborty (DIN: 06454005) are liable to retire by rotation in this Annual General

Meeting.

3 (three) Directors are retiring by rotation, out of which none of them are offering themselves for

re-appointment at the Annual General Meeting of the Company. 3 (Three) New Directors are to be

appointed in place of the Directors retiring by rotation and not offering themselves for re-

appointment.

Since Mr. Virendra Lamba has tendered his resignation and Mr. Sandeep Sarin shall cease to be the

Additional Director of the Company in this Annual General Meeting. 2 (two) Directors shall be

appointed on the Board of Directors of the Company in addition to the above cessations due to

retire by rotation.

33. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

The Board of Directors met 10 times during the Financial Year ended March 31, 2020in accordance

with the provisions of the Companies Act, 2013 and rules made there under.

The Company has complied with the applicable Secretarial Standards in respect of all the above-

Board meetings. The intervening gap between any two Meetings was not more than the period

prescribed by the Companies Act, 2013.

Page 55 of 112





Due to amendments in Secretarial Standard I issued by Institute of Company Secretaries of India,

the attendance of Directors with respect to Board Meeting is not required to be given.

b. Committee Meetings:

The Company was not required to constitute committee as required under Companies Act, 2013

except Stakeholder Relationship Committee and Internal Complaints Committee.

i. Stakeholder Relationship Committee (Formerly known as Share Transfer Committee):

Constitution and Composition:

After holding of previous AGM, Board of Directors reconstituted Stakeholder Relationship

Committee (SRC) on October 6, 2019.

The members of SRC as on 31st March, 2020 are as follows:

Sr. No. Name of Member Designation

1. Mr. Jagdish Kumar Digwal Chairman

2. Mr. Krishna Kumar Kushwaha Member

3. Mr. Viraj Kulkarni Member

4. Mr. Venkata Vardhan Member

5. Mr. R. K. Panigrahi Member

Change in Composition during the year 2019-20:

Sr. No. Name of Member Designation Date Induction / Cessation /

Any Other Change

1. Mr. Mukund Raj

Kulkarni Member 18/04/2019 Cessation by Resignation

2. Mr. Manoj

Manmohan Kaul Member 31/05/2019 Cessation by Resignation

3. Col. Bikash

Ranjan Das Member 18.06.2019 Cessation by Resignation

4. Mr. Sudhakar

Ghildyal Member 29/09/2019

Ceased to be Additional

Director. Hence ceased to

be Member

5. Mr. Shyamendra

Narain

Member &

Chairman 29/09/2019

Ceased to be Additional

Director. Hence ceased to

be Member & Chairman

6. Mr. Praveen Member 29/09/2019 Retire by Rotation in 22nd

Page 56 of 112





Sethia AM. Hence ceased to be

Member

7. Mr. Sudhakar

Ghildyal Member 23/06/2019 Inducted in Committee

8. Mr. Paramesh

Sharma

Member &

Chairman 23/06/2019 Inducted in Committee

9. Mr. Jagdish

Kumar Digwal Chairman 06/10/2019

Change in Designation.

Hence designated as

Chairman

10. Mr. Viraj Kulkarni Member 06/10/2019 Inducted in Committee

11. Mr. Venkata

Vardhan Member 06/10/2019 Inducted in Committee

12. Mr. K K Kushwaha Member 06/10/2019 Inducted in Committee

13. Mr. K K Kushwaha Vice

Chairman 06/10/2019

Change in Designation.

Hence designated as Vice

Chairman

Meetings:

The Committee met 19 times during the Financial Year ended March 2020 in accordance with

the provisions of the Companies Act, 2013 and rules made there under.

The Company has complied with the applicable Secretarial Standards in respect of all the

above-Committee meetings.

Due to amendments in Secretarial Standard I issued by Institute of Company Secretaries of

India, the attendance of Members with respect to Committee Meetings is not required to be

given.

ii. Internal Complaints Committee:

Constitution & Composition:

Your Company is committed to providing work environment that ensures every employee is

treated with dignity and respect and afforded equitable treatment. SEL will not tolerate any

form of sexual harassment and is committed to take all necessary steps to ensure that its

employees are not subjected to any form of harassment. Board of Directors in its meeting

dated November 17, 2019 adopted policy on prevention, prohibition and Redressal of sexual

harassment at workplace under sexual harassment of women at workplace (Prevention,

Prohibition and Redressal) Act, 2013 (POSH Act).

The Company has complied with the provisions relating to the constitution of Internal

Page 57 of 112





Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

The Members of the Committee as on 31st March, 2020 are as follows

Sr. No. Name of Members Designation

1. Mrs. Chitra Choudhary Chairperson

2. Mrs. Vineeta Srinandan Member

3. Mrs. Bharti Pawar Member

4. Mr. S. Venkat Vardhan Member

5. Mrs. Anupam Nidhi Member

6. Mrs. Harshali Rajesh Shelar Member

During the Financial Year 2019-20, the total number of complained Received by ICC: Nil

c. Risk Management Policy:

Considering the nature of operation of the Company and experience it gained during ongoing Covid

– 19 Pandemic, the Board of Directors of the Company has effectively reworked and demonstrated

Risk Management Policy and Guidelines to avoid events, situations or circumstances which may

lead to negative consequences on the Company's operation, and define a structured approach to

manage uncertainty and to make use of these in their decision making pertaining to all operation

and corporate functions.

During the year 2019-20, required initiative has been taken for fire safety, lift up-gradation and

major repair of NRI Complex, details of major repair is appearing in other section of annual report.

d. Annual evaluation of performance of Board of Directors:

Being an Unlisted Public Company not falling under the thresholds specified in Section 134 (3) (p) of

the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. Hence,

requirements of the provisions of S Section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of

the Companies (Accounts) Rules, 2014, are not applicable. Although, Director of the Company are

vigilant towards their duties and responsibilities as Director of the Company.

e. Vigil Mechanism Policy for the Directors and Employees:

As company does not fall under the criteria of section 177 (10) of Company’s act, 2013 for

establishing Vigil Mechanism, therefore no such mechanism was established by the Board of

Directors.

Page 58 of 112





34. Statutory Auditors:

a. Statutory Auditors:

i. Appointment:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit

and Auditors) Rules, 2014, M/s. EA Patil & Associates, Chartered Accountants, (FRN: 117371W /

W100092) was appointed as Statutory Auditors of the Company for a term of 5 years in 22nd Annual

General Meeting held on 29th September, 2020 and they shall continue to be the Statutory Auditors

of the Company till the conclusion of the Annual General Meeting of the Company to be held in

year 2023-24.

ii. Observations of Statutory Auditors on Financial Statements for the year ended March 31, 2020

Response to AS-9 qualification

In response to Auditor’s qualification on AS 9 Revenue Recognition, your Board would like to

present the following response:

SEL has consistently been following accounting policies in line with Experts Advice & as per the

AGM mandate as detailed in the Note 1: Significant Accounting Policies which is a culmination of

following:

As given in the Clause 65 of Memorandum of Association, our company is engaged in the

activities to control, manage, maintain and administer the estates and the properties referred

as “NRI Complex”.

SEL collects, as an advance, M&R Contribution from Flat / Shop (Unit) Owners of NRI Complex,

being Members of the Company on quarterly basis at approved rates, for meeting expenses on

account of Maintenance & Repairs including revenue in nature, capital in nature, special

maintenance project and for providing common amenities, and also collects other

contributions such as delayed payments, non-occupancy, betterment and other services etc.

Apart from above, Receipts from other than members like Interest earned on Fixed Deposits

kept with banks and Rental income of tower hiring, and other receipts like Advertisement

income, club restaurant rental income, shooting income, etc. are treated as revenue in the

Statement of Profit and Loss account.

Essentially, money received from Members handled at balance sheet level in line with

Mutuality concept and money received from Non-Members forms part of the profit and loss

account.

Page 59 of 112





Earlier managements have taken following opinions on the mutuality concept and accounting

treatment of members' contribution:

A) Ostwal Desai & Kothari, Chartered Accountants dated 29 November 2001

B) C.C. Chokshi & Co. Chartered Accountants dated May 26, 2004

C) S.V. Ghatalia & Associates, Chartered Accountants dated May 4, 2004

Members passed the following resolutions in the seventh Annual General Meeting held on 05th

June, 2004:

“Further Resolved that in continuation of the members’ decision of 3rd March, 2000, consent

of the company be & is hereby accorded to the Board of Directors to collect/ receive from the

owners of flats and/ or shops in the Seawoods Estates Complex, as an advance, an amount on

a periodical basis as may be decided by the Board & at the rate approved by them, towards

proportionate share of all costs, expenses & outgoings in the form of maintenance & general

repair charges, betterment charges, delayed payment charges or any other levies for

impositions (hereinafter referred to as ‘Contribution from Members’) on the property (ies) in

control with, managed or maintained by the Company and/ or occupied by the members of

the Company, and for providing common amenities, facilities and convenience for the

common use and mutual benefit of the members.”

“Further Resolved that the surplus of this collection over the expenditure, made during the

year or carried forward from previous years be held in trust for the use & benefit of the said

members in the subsequent year or years and therefore be treated as ‘’liability’’ in the books

of the Company at the end of the year provided that under no circumstances such surplus be

considered as income of the Company to be used for other purpose.”

Para 4.1 of AS-9 Defines the term Revenue as follows:

Revenue is the gross inflow of cash, receivables or other consideration arising in the course of

the ordinary activities of an enterprise from the sale of goods, from the rendering of services,

and from the use by others of enterprise resources yielding interest, royalties and dividends.

Revenue is measured by the charges made to customers or clients for goods supplied and

services rendered to them and by the charges and rewards arising from the use of resources by

them. In an agency relationship, the revenue is the amount of commission and not the gross

inflow of cash, receivables or other consideration.

Inter alia, Explanation to this Accounting Standard states that:

‘Revenue Recognition is mainly concerned with the timing of recognition of revenue in the

statement of profit & loss of an enterprise. The amount of revenue arising on a transaction is

usually determined by agreement between the parties involved in the transaction.’

Auditor’s view:

Our Auditors have placed reliance on the Accounting Standard 9 stating that “As per

accounting Standard -9 for Revenue Recognition, routine collection of M&R and other

Contributions from members of the Seawoods Estate towards the rendering of services,

Page 60 of 112





represents the consideration arising in course of an ordinary activities of the Company, hence

M&R and Other contributions Collection should have formed part of the Revenue.”

Conclusion:

Over the span of more than 15 years, SEL has had different statutory auditors; none of them

have expressed qualification on company’s continuing policy of Revenue Recognition in line

with our objects and the AGM mandate. Your Company treats member’s contribution and the

expenses there against, being done as an agent / representative of the members & not a

service provider to the members. The Auditors stand on taking the surplus as income and thus

transfer to reserves instead of carrying it forward as a liability ‘Members contribution held in

trust’ contradicts the members mandate vide the AGM.

As current auditor has opined differently, your Board of Directors propose review the matter

further including, if required, seek expert’s opinion as well as guidance from relevant

authorities to review and determine the future stand on this matter, which could not be done

this year given the paucity of time and the constraints on account of pandemic. Basis the

expert’s views, we will address this issue around presentation of revenue & expenses, as well

treatment of the members surplus.

Response to AS 10 Qualification:

In response to Auditor’s qualification on AS 10 Property Plant and Equipment, your Board would

like to present the following response:

This in our view is a corollary to the interpretation on treatment of revenue as per above referred

point. We have adopted the policy as per Note 1 Significant Accounting Polices, sub note-5:

Property Plant and Equipments, used for carrying out activities of maintenance and management

of the NRI Complex being for the benefit of the members of the Company(Hereinafter referred as

Member’s Fixed Assets) procured over period of time has been subsumed under “Member’s

Contribution Held in Trust” in the Balance Sheet of the Company. Details of “Member’s Fixed

Assets” as compiled is appearing as Table 1 of Sub-note 5 to Note 1: Significant Accounting Policies,

for the benefit of Members for reference.

Auditor’s view:

“As per Accounting Standard 10 for “Property Plant and Equipment”, the Company is expected to

identify the PPE if these Assets are used for providing services and are expected to be used for a

period more than 12 months.

As per the standard, the Company is required to recognize cost of an item of property, plant and

equipment as an asset if, and only if: (a) it is probable that future economic benefits associated with

the item will flow to the enterprise; and (b) the cost of the item can be measured reliably.

The Assets acquired out of the funds collected from the members are expected to be used for a

period more than 12 months, these assets have future economic benefit to the Company in form of

Page 61 of 112





its routine M&R collection and Cost of these assets is measured reliably, hence these assets should

have been recognized as PPE of the Company and disclosed under the Assets side of the Balance

sheet.”

Conclusion:

In our view, given the concept of mutuality and representative nature of our enterprise, these

assets created out of members contribution are for collective use and mutual benefit of the

members and does not generate any economic benefit identifiable as revenue for SEL. The value of

surplus carried forward needs to be adjusted to reflect the true surplus in the hands of SEL.

Members fixed assets register is maintained separately in order to keep tab of these assets for any

loss by theft, pilferage, etc. and its regular upkeep and maintenance. These are part of physical

verification of assets. These are also disclosed as part of Table 1 of Sub-note 5 to Note 1: Significant

Accounting Policies from the FY 2018-19.

As the new auditor has opined differently, we would seek expert’s opinion as well as guidance from

relevant authorities to review and determine the future stand on this matter, which could not be

done this year given the paucity of time and the constraints on account of pandemic.

iii. Reporting of frauds by Statutory Auditors under Section 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under

Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

b. MAINTENANCE OF COST RECORDS:

i. Appointment:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies

(Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not

required to appoint Cost Auditor.

ii. Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies

(Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not

required to maintain Cost Records under said Rules.

c. Secretarial Auditor:

Page 62 of 112





Being an Unlisted Public Company not falling under the thresholds specified in Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence,

requirements of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not

applicable.

d. Internal Auditor:

Being an Unlisted Public Company not falling under the prescribed thresholds specified in Section

138 of Companies Act, 2013. Hence, requirements of the provisions of Section 138 of the

Companies Act, 2013 with respect to appointment of Internal Auditor are not applicable. However,

the Board of Directors in its meeting held on 25th August, 2019 had voluntarily appointed M/s.

Tanveer Bhagat & Co. Chartered Accountants to conduct internal audit of Books of accounts of the

Company.

35. REGISTRAR & SHARE TRANSFER AGENT:

The Company has appointed K Fin Technologies Private Limited, formally known as Karvy Fintech Private

Limited (K Fintech) as its Registrar to the Issue & Share Transfer Agent.

36. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are

furnished as under:

37. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No 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.

a. DIRECTORS’ 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 March 31, 2020, the Board of Directors hereby

confirms that:

i) In the preparation of the Financial Statements, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

Page 63 of 112





ii) Such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2020 and of the profit of the Company for

that year;

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

iv) The Financial Statements of the Company have been prepared on a going concern basis;

v) Proper systems have been devised to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively;

b. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per

provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished.

c. DISCLOSURE UNDER SECTION 54 (1) (d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no

information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies

(Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 62 (1) (b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the

year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read

with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect

of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act

read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ACKNOWLEDGEMENTS AND APPRECIATION:

Page 64 of 112





Your Directors take this opportunity to thank members of staff of the Company, various service providers

including housekeeping, gardening staff, guards and security personals, suppliers, bankers, municipal

authorities, central and state Governments, shareholders, residents of NRI Complex, visiting dignitaries

during various festivals at NRI Complex for their consistent support and encouragement to the Company.

Your Board of Directors like to make special mention of support being provided by team of Internal Auditor

led by CA Tanveer Bhagat, who supported tirelessly to completion finalization of Financial Statement and

completing process of Audit and members Core Group.


SD/-


Chairman

DIN: 00240373

REGISTERED OFFICE:


Palm Beach Marg, Nerul, Navi Mumbai 400706


Place: Navi Mumbai

Page 65 of 112





ANNEXURE – I to Directors’ Report Information as per Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts)

Rules, 2014 and forming part of the Directors’ Report

For the Year Ended 31st March, 2020.

1. CONSERVATION OF ENERGY:

Sr. No. Particulars Details

1. Energy Conservation Measures taken

by the Company

The Company has taken measures to conserve energy

by installation of DG Sets and up-gradation of lift.

2. Total energy consumption / Units

Consumed

a. 925,478 in 2018-19

b. 871,952 in 2019-20

3. Impact of above measures resulting in

saving on account of units 53,526 as on 31.03.2020

4.

Natural ventilation equipment

installed on the sheds to Conserve

Energy

NA

5. Installed power factor control /

capacitor banks to conserve energy NA

2. RESEARCH AND DEVELOPMENT (R & D):


1. Specific areas in which R & D carried out by the Company Nil

2. Benefits derived as a result of the above R & D Not Applicable

3. Future plan of action Not envisaged

4. Expenditure on R & D Nil

3. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:


1. Efforts, in brief, made towards technology absorption, adaptation and

innovation Nil

2. Benefits derived as a result of the above efforts Not Applicable

3. Future plan of action Not envisaged

4. Expenditure on R & D Nil

4. FOREIGN EXCHANGE EARNINGS & OUTGO:

Page 66 of 112






1. Activities relating to exports Nil

2. Initiatives taken to increase exports Nil

3. Development of new export markets for products and services Nil

4. Export Plans Not Applicable

5. Total foreign exchange used Nil

6. Total foreign exchange earned Nil


SD/-


Non - Executive Director, Chairman,

DIN: 00240373

REGISTERED OFFICE:



Date : December 06, 2020

Place : Navi Mumbai

Page 67 of 112





ANNEXURE – II to Directors’ Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31st March, 2020

[Pursuant to section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN : U70100MH1997PLC106903

Registration Date : 27/03/1997

Name of the Company : Seawoods Estates Limited

Category / Sub-Category of the

Company

: Company Limited by Shares

Address of the Registered office and

contact details

: Address: Seawoods Estates Ltd, Sector 54/56/58, Nerul, Navi

Mumbai-400706, Tel. No: 35593055

Whether Company is Listed : No

Name, Address and Contact

details of Registrar and Transfer Agent,

if any:

: Name : KFin Technologies Pvt. Ltd.(KFintech)(formally

known as Karvy Fintech Private Limited

Address : Karvy Selenium , Tower B, Plot 31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad, 500 032, India

Tel No : (040) 67162222

Fax No : (040) 23001153

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

SR. No. Name and Description of main

products/services

NIC Code of the

Product/service

% to total turnover of the

company

1 Hire Charges on space for lease Other Business Activities (74) 53.25%

2 Interest on Fixed Deposits Other Business Activities (74) 26.42%

3 Miscellaneous Income Other Business Activities (74) 20.33%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

Page 68 of 112





IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of

the year

%

Change

during

the year

Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Shares

A. Promoters

(1) Indian

a)Individual/HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total(A)(1): - - - - - - - - -

(2) Foreign

a) NRIs –

Individuals - - - - - - - - -

b) Other –

Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-total (A)(2): - - - - - - - - -

Total

shareholding

of Promoter (A)

=

(A)(1)+(A)(2)

- - - - - - - - -

B. Public

Shareholding

(1) Institutions

Page 69 of 112





a) Mutual Funds - - - - - - - - -

b) Banks / FI - 5,14,000 5,14,000 16.84 - 5,14,000 5,14,000 16.84 -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e)Venture

Capital Funds - - - - - - - - -

f)Insurance

Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h)Foreign

Venture Capital

Funds

- - - - - - - - -

i) Others

(specify) - - - - - - - - -

Sub-total (B)(1): - 5,14,000 5,14,000 16.84 - 5,14,000 5,14,000 16.84 -

(2)Non-

Institutions

a) Bodies Corp.

i) Indian - 82,000 82,000 2.68 - 1,00,000 1,00,000 3.28 0.60

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual

shareholders

holding nominal

share capital up

to Rs. 1 lakh

- 23,34,000 23,34,000 76.48 38000 23,90,000 24,28,000 79.55 3.07

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1

lakh

- - - - - - - - -

c) Others

(specify)

NRI - 1,22,000 1,22,000 4.00 10,000 - 10,000 0.33 (3.67)

Foreign

Nationals/

Bodies/ OCBs

- - - - - - - - -

Page 70 of 112





Sub-total(B)(2):

25,38,000

25,38,000

83.16

48,000

24,94,000

25,42,000

83.29

0.13

Total Public

Shareholding

(B)=(B)(1)+(B)(2)

- 30,52,000 30,52,000 100 48,000 30,04,000 30,52,000 100

-

C. Shares held

by

Custodian for

GDRs & ADRs

- - - - - - - - -

Grand Total

(A+B+C) - 30,52,000 30,52,000 100 48,000 30,04,000 30,52,000 100 -

ii. SHAREHOLDING OF PROMOTERS:NIL

iii. CHANGE IN PROMOTERS’ SHAREHOLDING:NIL

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND

HOLDERS OF GDRS AND ADRS):

Sr.

No. Shareholder’s Name

No. of Shares held at the

beginning of the year

Cumulative Share Holding

during the year

No. of Shares

% of total

Shares of the

Company

No. of

Shares

% of total Shares

of the Company

1. M/s. Industrial Development Bank of India

At the beginning of the year

1,38,000 4.55 1,38,000 4.55

Date wise Increase in Shareholding during

the year specifying the reasons for

increase / decrease (e.g. allotment /

transfer / bonus / sweat equity etc.)

No Transfer executed during the year 2019-20

At the End of the year ( or on the date of

separation, if separated during the year) 1,38,000

4.55

1,38,000 4.55

2. Reliance Communications Infrastructure Limited


30,000 0.09 30,000 0.09

Page 71 of 112











separation, if separated during the year) 30,000 0.09 30,000 0.09

3. M/s. State Bank of Travancore


82,000 2.70 82,000 2.70

Date wise Increase / Decrease in

Shareholding during the year specifying

the reasons for increase / decrease (e.g.

allotment / transfer / bonus / sweat

equity etc.)




4. M/s. State Bank of Bikaner & Jaipur


62,000 2.04 62,000 2.04





equity etc.)



separation, if separated during the year) 62000 2.06 62,000 2.04

5. State bank of Patiala


60,000 1.98 60,000 1.98





equity etc.)




6. State Bank of Mysore

Page 72 of 112






56,000 1.84 56,000 1.84





equity etc.)




7. State Bank of Hyderabad


54,000 1.78 54,000 1.78





equity etc.)




8. State Bank of Indore


40,000 1.32 40,000 1.32





equity etc.)




9. M/s. Punjab National Bank


22,000 0.72 22,000 0.72





equity etc.)




10. M/s J.K. Surface Coatings Pvt. Ltd.

Page 73 of 112






6,000 0.19 6,000 0.19





equity etc.)




v. Shareholding of Directors and Key Managerial Personnel as on March 31, 2020:

Sr.

No. Shareholder’s Name

No. of Shares

held at the

beginning of

the year

Cumulative

Share

Holding

during the

year % of

total Shares

of the

Company

No. of

Shares

% of total

Shares of the

Company

1 Mr. Jagdish Kumar Lilaram Digwal 2,000 0.06 2,000 0.06









2. Mr. Krishna Kumar Kushwaha


2000 0.06 2000 0.06







separation, if separated during the year) 2000 0.06 2000 0.06

Page 74 of 112





3. Mr. Nirjhar Gupta

At the beginning of the year 2000 0.06 2000 0.06





equity etc.)




4. Mr. Gadadhar Behra


2000 0.06 2000 0.06





equity etc.)




5. Mr. Viraj Kulkarni


2000 0.006 2000 0.006





equity etc.)




6. Mr. Samir Kant Shamshery


2000 0.006 2000 0.006






Page 75 of 112





equity etc.)



7. Mr. Pabitra Chakroborty


2000 0.006 2000 0.006





equity etc.)




8. Mrs. Chitra Chaoudhary


-- -- -- --





equity etc.)

No Shares held in the Company


separation, if separated during the year) -- -- -- --

9. Mr. Naresh Chandra Baral


No Shares held in the Company





equity etc.)


separation, if separated during the year)

10 Mrs. Vineeta Srinandan

At the beginning of the year 4000 0.12 4000 0.12

Page 76 of 112









equity etc.)




11 Mr. Virendra Pal Singh Lamba


2000 0.006 2000 0.006





equity etc.)




12 Mr. Sandeep Sareen


2000 0.06 2000 0.06





equity etc.)




V. DESPOSITS AND LOANS (SECURED AND UNSCURED): NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL


SD/-

Page 77 of 112






Non - Executive Director, Chairman,

DIN: 00240373

REGISTERED OFFICE:



Date : December 06, 2020

Place : Navi Mumbai

Page 78 of 112


INDEPENDENT AUDITOR’S REPORT To the Members of Seawoods Estates Limited Report on the Audit of the Standalone Financial Statements Qualified Opinion We have audited the standalone financial statements of Seawoods Estates Limited (“the Company”), which comprise the balance sheet as at 31st March 2020, and the statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.Current year being first year of our audit, for the previous figures we have relied on the audited financials audited by previous year auditor. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give a true and fair view of in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2020, and its cash flows for the year ended on that date. Basis for Qualified Opinion

1. Attention is drawn to note no 4 for recognition of revenue which states that the Revenue / Income & cost / expenditure are generally accounted on accrual as they are earned or incurred. Attention is drawn to note no 1, Significant Accounting policy 4, The Company collects, as an advance, Maintenance and Repairs (M&R) including revenue expenditure, capital expenditure and special maintenance projects from members. Surplus (if any) is reflected in the balance sheet as under other long term liabilities. Other contributions received on account of delayed payment, non-occupancy, betterment and other services etc. are accounted under ‘Other Contribution collected from members’ in the Balance sheet under other long-term liabilities. As per clause 65 of Memorandum of Association, one of the objectives of the Company is to maintain and administer the property of Seawoods Estates NRI Complex (Seawoods Estate) for the mutual benefit of the members, hence the services provided by the Company to Seawoods Estate is regarded as its ordinary course of activity.

Page 79 of 112

As per accounting Standard -9 for Revenue Recognition, routine collection of M&R and other Contributions from members of the Seawoods Estate towards the rendering of services, represents the consideration arising in course of an ordinary activities of the Company, hence M&R and Other contributions Collection should have formed part of the Revenue. In our opinion, the present method of revenue recognition, followed by the Company, is departure of Accounting Standard 9 issued by ICAI. As a result of this departure, the revenue is understated to the extent of Rs 7,88,28,432(previous year Rs 7,49,60,387) and Expenditure are understated to the extent of Rs 7,11,05,058 (previous year Rs 6,12,38,965), resulting in profit/( Loss) of Rs 77,23,374 (previous year Rs 1,37,21,422). Had the Implication of this departure is determined from the inception of the Company, this would have increased shareholder’s fund, which is currently appearing as a part of Members Contribution Held in Trust.

2. Property Plant and Equipment (PPE) which are held in trust aggregating to Rs 60,78,715

(previous year Rs 59,25,715) includes the assets which are acquired from the routine collection of M&R aggregating to Rs 3,39,242 (previous year Rs 22,06,065). Refer note -1 Significant Accounting Policy 5, which states, the Fixed Assets acquired out of members contribution, its economic interest rest with members. These being used for the benefit of the members of Seawoods Estate and procured over the period of time has been subsumed under “Member’s Contribution Held in Trust’ and disclosed in the note 5 under other long term liabilities in the Balance sheet. As per Accounting Standard 10 for “Property Plant and Equipment”, the Company is expected to identify the PPE if these Assets are used for providing services and are expected to be used for a period more than 12 months. As per the standard, the Company is required to recognize cost of an item of property, plant and equipment as an asset if, and only if: (a) it is probable that future economic benefits associated with the item will flow to the enterprise; and (b) the cost of the item can be measured reliably. The Assets acquired out of the funds collected from the members are expected to be used for a period more than 12 months, these assets have future economic benefit to the Company inform of its routine M&R collection and Cost of these assets is measured reliably, hence these assets should have been recognized as PPE of the Company and disclosed under the Assets side of the Balance sheet. .

Page 80 of 112

The policy followed by the Company towards the identification and recognition of assets is a departure of Accounting Standard -10. As a result of it, Assets which are acquired during the year and not being reimbursement in nature of Rs 1,53,000 (previous year Rs 22,06,065) should have been part of PPE. The depreciation would have increased by Rs 3,70,170 (previous year Rs 3,79,409). Had the accounting done in line with the Accounting Standard, the PPE and shareholders fund would increase to that extent, which is currently appearing as a part of Members Contribution Held in Trust

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

Our opinion is not modified in respect of the following matters,

1. Refer note no 5 PPE held in trust by the Company for the assets acquired out of fund contributed by Members, its economic interest rest with Members. These assets are acquired by the Company for the benefit of members procured over the period of time, has been subsumed under “Member’s Contribution Held in Trust” in the Notes of the Company. Aggregate value of such assets provided with the financial statements is Rs 60,78,715 (previous year Rs 59,25,715). Attention is drawn to Note No. 5 (Table No-1) in the Financial Statements, in case of Property, Plant and Equipment held in trust aggregating to Rs 60,78,715 have been physically verified by the management on November 23, 2020 for their existence and working condition.

2. Company’s equity capital can only be subscribed by the members. Attention is drawn to foot note no 3 forming part of the financial statement, the Company has initiated the process of issuing 2000 each equity shares to 30-unit holders of the SEL aggregating to 60,000 equity shares.

Page 81 of 112

3. Members outstanding

a. Receivables include Rs 2,40,34,304/- due from CIDCO Ltd towards the routine M & R,

& Other contributions the company has initiated legal action against CIDCO for recovery of the above dues. The company is of the opinion that the same is recoverable, no provision has been made in the books of accounts.

b. Attention is drawn to note no 12 (b) forming part of the financial for members outstanding balance exceeding 6 months, the Company has sent various reminders for recovery of the amount. As per information and explanation provided by the management, none of the members have raised any dispute towards the outstanding balance.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No

Key Audit Matter Auditor's Response

1. Impact of pandemic COVID-19 on audit The condition and circumstances under which the audit is conducted are unique as in the month of March 2020, The World Health Organization declared the outbreak of Novel Coronavirus (COVID-19) as a pandemic which is spread across globally and in India. As a result of pandemic, a health emergency and ordered lock down resulted in temporary closure of non-essential business activities. These restrictions during the lock down has impacted our audit performance, as we could not visit to client’s location due to various restrictions.[Refer Note c of Note No. 1 of the Financial Statements]

Principal Audit Procedures 1. Audit has been performed based on sampling method and supporting documents for verification are called for in hard form and also in soft or digitalized form. 2. Since it was impracticable for us as auditors to attend the audit in the physical presence over the entire duration of our verification, our alternative audit procedures to obtain sufficient appropriate audit evidence regarding the existence including placing our reliance on the management and their estimations on account of pandemic situation.

a. Physical verification of cash in hand could not be performed in our presence as at the balance sheet date. The management has performed verification subsequent to the year-end due to lockdown and has reconciled figures with the books of accounts.

Page 82 of 112

The audit was performed from the remote location through remote access with limited mobility of staff and very restricted access to the documents and information and limited access to the system.

b. The Accounts Receivables figure for which balance confirmation could not be obtained, is assessed by the management for possible delays and doubtful amounts.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are responsible and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risk, and evidence that is

Page 83 of 112

sufficient and appropriate to provide basis for our opinion. The risk of not detecting material misstatement resulting from fraud is higher than for one resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, Intentional missions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 1030) of the Act, we are also responsible for expressing your opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Conclude on the appropriateness of the management use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify your opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matter, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and the matters that may reasonably be thought to be on our independence, and where applicable, related safeguards

.

Page 84 of 112

Other Matter:

Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as stated in the Basis of qualification Paragraph for Accounting Standard 9 towards recognition of revenue and Accounting Standard 10 for Property, Plant and Equipment.

(e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in

its financial statements –

a) Refer Note 12 a) forming part of the financials for the receivable from CIDCO Rs 2,40,34,304 in respect of M & R, & Other contributions. The company has initiated legal action against CIDCO for recovery of the above dues. The company is of the opinion that the same is recoverable, no provision has been made in the books of accounts.

Page 85 of 112

b) Refer notes to accounts No 2 d) for which the Company is contingently liable i.e. cases under litigation where liability aggregating to Rs 280,412 may arise on determination of suits.

ii. The Company is not required to make provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For E. A. PATIL & ASSOCIATES LLP Chartered Accountants (Firm Registration No. 117371W / W100092) CA. Ujwal N Landge Partner Membership no. 108231 Place: Navi Mumbai Date: UDIN:

Page 86 of 112

Seawoods Estates Limited Annexure A to the Independent Auditor’s Report for the financial year ended 31st March, 2020. (Referred to in our report of even date)

i. In respect of Property, Plant and Equipment:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property plant and equipment. The company has maintained proper records showing full particulars of intangible assets;

(b) The PPE forming part of the financials aggregating to Rs 32,61,696 previous year Rs 36,78,317 have been physically verified by the management subsequent to the balance sheet date. In course of verification of PPE, the Company is yet to complete the verification of assets aggregating to Rs 7,48,396 which is under process.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The Company does not deal with the inventory accordingly, paragraph 3(ii) of the Order is not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (f) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not

either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the company has not

accepted any deposits or amounts which are deemed to be deposits under directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder.

vi. As per information and explanation provided by the management, the Cost records are not applicable

to the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

Page 87 of 112

vii. (a) According to the information and explanations given to us and on the basis of our examination of

the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service Tax, Goods and Service Tax, Sales Tax, Profession tax, Provident fund and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities except for the years are as follows :

Income tax demands Refer notes to Account no 2 d). for following years

AY 2014-15 – Income tax department disallowed expenditure and raised demand of Rs 43,130 and the company has initiated appeal with the ITAT

AY 2005-06 – income tax department has raised demand of Rs 2,37,282 and the company has initiated appeal with the ITAT

(b) According to the information and explanation given to us and examination of records of the Company, thereare no outstanding dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues on account of any dispute.

viii. The Company not obtained any loans or borrowing made from financial institutions and banks accordingly, paragraph 3 (viii) of the Order is not applicable to the Company.

ix. In our opinion and according to the information and explanations given to us, the company has not

raised any money by way of initial public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable;

x. The company has not taken any funds from any entity or person on account of or to meet the

obligations of its subsidiaries, associates or joint ventures. Hence this clause is not applicable.

xi. In our opinion and according to the information and explanation given to us, the Company has paid /provided managerial remuneration in accordance with requisite approval mandated by the provision of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) (a to c) of the Order is not applicable.

xiii. whether all transactions with the related parties are in compliance with sections 177 and 188 of

Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

Page 88 of 112

xiv. According to the information and explanations given to us and based on our examination of records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

xv. The company has not entered into any non-cash transactions with directors or persons connected

with him under section 192 of Companies Act, hence paragraph xv is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Hence paragraph xvi- (a to d) is not applicable.

For E. A. PATIL & ASSOCIATES LLP Chartered Accountants (Firm Registration No. 117371W/W100092) CA. Ujwal N Landge Partner Membership no. 108231 Place: Navi Mumbai Date: UDIN:

Page 89 of 112

Seawoods Estates Limited Annexure - B to the Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Seawoods Estates Limited(“the Company”) as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting

Page 90 of 112

Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal operate effectively as at March 31, 2020financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company are in process of implementing internal control process, in all material respects, over financial reporting and such internal financial controls over financial reporting need to operate effectively at the end of the Financial Year 2020, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For E. A. PATIL & ASSOCIATES LLP Chartered Accountants (Firm Registration No. 117371W/W100092) Sd/- CA. Ujwal N Landge Partner Membership no. 108231 Place: Navi Mumbai Date: UDIN:

Page 91 of 112

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

1. Introduction

The Company is engaged in the activities to control, manage, maintain and administer the estates and the propertiesconstructed by CIDCO at NRI Complex, Sector – 54, 56 and 58, Nerul, Navi Mumbai – 400 706 (hereinafter referred as “NRI Complex”).

2. Basis for preparation of Financial Statements:

The financial statements have been prepared under the historical cost convention, on accrual basis, in accordance with generally accepted accounting principles in India and the provisions of the Companies Act, 2013 and the applicable Accounting Standards. Expenses incurred for administration of the company has been charged to Profit and Loss account.

3. Use of Estimates:

The preparation of the financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affects the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Difference between actual results and estimates are recognized in the period in which the results are known/materialize.

4. Revenue Recognition:

Revenue / Income & cost / expenditure are generally accounted on accrual as they are earned or incurred. The Company follows mercantile system of accounting. The Revenues are stated net of indirect taxes collected.

Seawoods Estates Ltd (SEL), company registered under the Companies Act, 2013 is engaged in the activities to control, manage, maintain and administer the estates and the properties referred as “NRI Complex”. SEL collects, as an advance, M&R Contribution from Flat / Shop (Unit) Owners of NRI Complex, being Members of the Company on quarterly basis at approved rates1, for meeting expenses on account of Maintenance & Repairs including revenue in nature, capital in nature, special maintenance project and for providing common amenities, and also collects other contributions such as delayed payments, non-occupancy, betterment and other services etc. The surplus (if any) out of M&R Contribution made during the year or carried forward from previous years be held in trust for the use and benefit of the said members in the subsequent year or years and therefore is treated as liability in the books of accounts of the Company, at the end of the year. Apart from above, Receipts from other than members like Interest earned on Fixed Deposits kept with banks and Rental income of tower hiring, and other receipts like Advertisement income, club restaurant rental income, shooting income, etc. are treated as revenue in the Statement of Profit and Loss account.

Essentially, money received from Members handled at balance sheet level in line with Mutuality concept and money received from Non-Members forms part of the profit and loss account.

5. Property Plant and Equipments:

Property Plant and Equipments appearing in the Balance Sheet of the Company used for Company’s requirementsare stated at cost less accumulated depreciation. Cost includes inward freight, duties, taxes and incidental expenses related to acquisition and installation of the asset. Depreciation is provided on Written Down Value Method ('WDV') is based on the estimated useful lives of the assets as prescribed under Part C of Schedule II of the Companies Act, 2013. For additions and disposals, depreciation is provided pro-rata for the period of use.

1Rates gets approved by members of SEL in shareholders meeting. Page 92 of 112

Property Plant and Equipments, used for carrying out activities of maintenance and management of the NRI Complex being for the benefit of the members of the Company(Hereinafter referred as Member’s Fixed Assets) procured over period of time has been subsumed under “Member’s Contribution Held in Trust” in the Balance Sheet of the Company. Details of “Member’s Fixed Assets” as compiled is appearing as Table 1 for the benefit of Members for reference. As Member’s Fixed Assets are acquired out of fund contributed by Members, its economic interest rest with Members. Accordingly, no depreciation being charged or claimed under The Income Tax Act for Member’s Fixed Assets.

Table – 1

Details of Member’s

Fixed AssetsMain

head Sub Head Fin year of acquisition Units 2019-20 2018-19

GYM Equipment Precor Assurance Elliptical Fitness Crosstrainer 2016-17 2 5,56,140

5,56,140

GYM Equipment Precor Assurance Series Treadmill 2016-17 2 4,60,260

4,60,260

GYM Equipment Precor Assurance Series Recumbent Bike 2016-17 2 2,44,260

2,44,260

GYM Equipment Precor Vitality Series Chest Press 2016-17 1 1,65,500

1,65,500

GYM Equipment Precor Vitality Series Pulldown 2016-17 1 1,65,500

1,65,500

GYM Equipment Precor Vitality Series Shoulder Press 2016-17 1 1,65,500

1,65,500

GYM Equipment Precor Vitality Series Rear Dealt / Pec Fly 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Vitality Series Leg Press / Calf Extn 2016-17 1 2,01,330

2,01,330

GYM Equipment Precor Vitality Series Multi Press 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Vitality Series Bicep Curl / Tricep 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Vitality Series Pulldown / Seated Row 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Vitality Series Leg Extension / Leg Curl 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Vitality Series Abdominal / Back Extn. 2016-17 1 1,83,420

1,83,420

GYM Equipment Precor Discovery Series Smith Machine 2016-17 1 2,30,480

2,30,480

GYM Equipment Precor Icarian Adjustable Decline Bench 2016-17 2 1,05,530

1,05,530

GYM Equipment Precor Icarian Multi Purpose Bench 2016-17 1 26,605

26,605

GYM Equipment Precor Icarian Olympic Bench 2016-17 1 55,225

55,225

GYM Equipment Precor Icarian Olympic Decline Bench 2016-17 1 70,330

70,330

GYM Equipment Precor Icarian Olympic Beautybell Rack 2016-17 1 42,670

42,670

GYM Equipment 2.5 Kgs Rubber Dumbbell Pair 2016-17 2 1,600

1,600 Page 93 of 112

GYM Equipment 5 Kgs Dumbell Pair 2016-17 2 3,200

3,200

GYM Equipment 7.5 Kgs Dumbell Pair 2016-17 2 4,800

4,800

GYM Equipment 10 Kgs Dumbell Pair 2016-17 2

6,400 6,400


4,000


4,800


5,600


6,400


7,200


8,000

GYM Equipment 2.5 Kgs Olympic Rubber Disc Pair 2016-17 2 1,500

1,500

GYM Equipment 5 Kgs Olympic Rubber Disc Pair 2016-17 2 3,000

3,000


6,000


9,000


6,000


7,500

GYM Equipment Olympic 7ft Bar 2016-17 2 24,000

24,000

GYM Equipment Olympic 5ft Bar 2016-17 1 9,000

9,000

GYM Equipment Olympic 4ft Curl Bar 2016-17 1 8,600

8,600

GYM Equipment Spring Collars Each 2016-17 8 3,200

3,200

DG Set DG Set - 30 KVA - Bldg no.5,6,7,14,15 & 16 2018-19 2

11,87,434

11,87,434 DG Set DG Set - 20 KVA - Bldg no.12 & 13 2018-19 1 4,01,923 4,01,923 DG Set DG Set - 40 KVA - Bldg no.17,18,19 & 20 2018-19 1 3,05,354 3,05,354 DG Set DG Set - 40 KVA - Bldg no.43,44,45 & 46 2018-19 1 3,11,354 3,11,354 Plant & Machinery Lawn Mover Machine 2019-20 1 54,000 -

Plant & Machinery Floor Cleaner Machine 2019-20 1 45,000 - Sports Equipment Table Tennis Board-Club House 2019-20 1 54,000 - Total 60,78,715 59,25,715

Page 94 of 112

7. Investments:

Investments classified as long term investments are stated at cost. Provision is made to recognize a decline, other than temporary, in the value of investments. Investments classified as Current Investments are carried at lower of cost and quoted / fair value. Interest on fixed deposits is accounted on accrual basis.

8. Employee Benefits:

a. Defined Contribution Plan: Contributions to the Provident Fund/ESIC which is a defined contribution scheme are charged to the Profit and Loss Account and/or adjusted with Member’s Contribution, as the case may be in the period in which the liability is incurred.

b. Defined Benefit and Other Long-Term Benefit plan: The Company Provides for Gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the company. Liabilities with regard to the gratuity plan are determined by actuarial valuation determined by an independent actuary at each Balance Sheet date. The Company fully contributes all ascertained liabilities to a Fund created with the LIC.

c. Short Term Employee Benefits: Short-term employee benefits expected to be paid in exchange for the services rendered by employees are charged to Profit and Loss Account and/or adjusted with Member’s Contribution, as the case may be.

9. Taxes:

Income tax expense comprises current tax expense and deferred tax expense or credit computed in accordance with the relevant provisions of the Income Tax Act, 1961. Provision for current taxes is recognized under the taxes payable method based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income tax Act, 1961.

Deferred Tax Assets arising from timing differences are recognizedfor thefuture tax consequences attributable to timing differences that result between the profits offered for income taxes and the profits as per the financial statements of the Company.Deferred tax assets in respect of carry forward losses and other items are recognized onlyto the extent there is virtual certainty that these would be realized in future and are reviewed for appropriateness of their respective carrying values at each balance sheet date.

10. Impairment of Fixed Assets:

At the end of year, the Company determines whether a provision should be made for impairment loss on Fixed Assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard (AS 28) “Impairment of Assets”. Where the recoverable amount of any fixed assets is lower than its carrying amount, a provision for impairment loss on fixed assets is made for the difference.

11. Provision, Contingent liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a recent obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized in the financial statements nor disclosed in the financial statements

12. Operating Lease:

Assets taken on lease under which all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating leases are recognized as expenses on straight line basis

Page 95 of 112

2. NOTES TO ACCOUNTS:

a) Details of Auditor’s Remuneration:

Particulars 2019-20 2018-19 a. Statutory Audit Fees (Net of applicable Taxes) 2,00,000 60,000 b. As advisory fees for –

i. Taxation matter ii. Company law matter

iii. Management Services

- - -

- - -

c. In any other manner - -

b) As at 31st March 2020, The Company are in process of identifying Creditors covered under Micro & Small Enterprises & Others Act ,2006. Confirmation requests w.r.t to MSME identification were communicated on email to all the vendors.

c) Accounting for Taxes:

Provision for Income Tax is made on “Other Operating Revenue” at prevailing rates after taking into consideration benefits admissible under the provisions of the Income Tax Act,1961. Company follows the exclusive method for accounting of Indirect Taxes. As per the provisions of the Income Tax Act, 1961, Income of the Company has classified (i) lease rental revenue of roof top for tower installation as “Income from House Property”, subject to standard deduction u/s 24(a), (ii) interest income from fixed deposit as has been considered as “Income from Other Sources” and (iii) balance income from activities like shooting charges, club house rental from non-members, advertisement etc as “Income from Business & Profession”, subject to allowable expenses only to the extent of income under the head “Income from Business & Profession” to Total Revenueoffered to taxas per the Income Tax Act, 1961.

d) Contingent Liabilities:

Sr.No Particulars 2019-20 2018-19 1. Claims against the Company not acknowledged as debts NIL NIL 2. Estimated amount remaining to be executed on capital account

and not provided for NIL NIL

3. Other money for which the Company is contingently liable i.e. cases under litigation where liability may arise on determination of suits. AY 2005-06 AY 2014-15

Rs.2,37,282/- Rs. 43,130/-

Rs.2,37,282/- Rs. 43,130/-

Note:The Matter is related with the Assessment Year 2005-06for which demand notices have been issued by the Income Tax Department towards which necessaryrecords are being built, to initiate suitable action. For AY 2014-15, an appeal with the ITAT has been preferred, the disposal of which is awaited, the company shall apply for Vivad se Vishwas scheme.

e) Balance of debtors, creditors, Deposits received Loans & Advances are subject to confirmation, reconciliation

adjustment if any. In the opinion of the directors, the current assets, Loans & Advances will realize the value stated in the Balance sheet if realized in the ordinary course of the business.

f) The Earning per share is computed by dividing the net profit attributable to equity shareholders for the year by the number of equity shares outstanding during the year

g) As per Accounting Standard – 18 on Related Party Disclosures the disclosures of transactions with related party as defined in the Accounting Standard is not given as there is no transaction is reported between the company and its promoters, management personnel or other related parties as reported by the management.

Page 96 of 112

h) Club House Water Dues - Genesis and details of the matter i. NMMC bills the Company for fresh drinking water under two consumer numbers, consumer numbers no.

200319793 for residential portion of consumption and consumer numbers no. 200319794 for commercial portion of consumption covering club house and shops.

ii. Historically, entire water consumption as per meter is getting divided between residential being 65% of total water metered and commercial being balance 35% of total water metered. Rationale and basis of the same is not known, as nothing is available on the record. This formula was arrived at between CIDCO and NNMC.

iii. CIDCO has been paying entire water bill for consumer numbers no. 200319794 till March 2009 and currently paying Rs. 56,010/- being payment towards bi-monthly billing. CIDCO also raised issue with NNMC to install separate meter for commercial consumption, without any affect.

iv. The Company has been paying bill for consumer numbers no. 200319793 on regular basis to NNMC. v. Dispute pertains for payment of bill for consumer numbers no. 200319794 due to ad-hoc and arbitrarily

allocation of total water as commercial consumption and billed at commercial rate of Rs. 30 per cu mtr. Total outstanding under this consumer number has been reported at Rs. 10,03,30,820/- as per bill for the period of February and March 2019 including interest and penalty.

vi. The Company contention and steps taken is as under, which has been communicated to NNMC time and again. a. Liability under consumer no.200319794 is of the CIDCO and not of the Company b. Separate meter to be installed so that exact consumption for residential portion and commercial portion

can be determined. c. Based on exact consumption pattern being observed over a reasonable period, exact consumption of

past to be determined and the Company will make payment towards its liability. vii. NNMC has installed water meter since September 2018. The actual reading of the meter have validated

Company’s & CIDCO’s stand. The estimated amount of payment if residential rates are applied to the whole of the differential quantity for the period upto the last bill raised in FY 2019-20, comes to 85.86 lakhs (approx). Provision for water charges amounting to Rs.85.86 lakhs (estimated amount of payment) has been made in the books of accounts during FY 2019-20.

i) The figures of the previous year have been regrouped, re-arranged and re-cast where ever necessary.

FOR E. A. Patil & Associates LLP For Seawoods Estates Ltd Chartered Accountants (FRN:. 117371W / W100092)

Sd/- Sd/-

CA. Ujwal N Landge Jagdish Lilaram Digwal Gadadhar behera Partner Chairman Director Membership no. 108231 DIN:00240373 DIN:07634441 Place: Navi Mumbai Date: December,6th 2020. UDIN: 20108231AAAAGW9747

Page 97 of 112

Amount in Rs. Amount in Rs.

Particulars Note No.

As At 31st March 2020 As At 31st March

2019 I. EQUITY AND LIABILITIES(1) Shareholder's Fund(a) Share Capital 3 30,520,000 30,520,000 (b) Reserves & Surplus 4 13,358,750 11,131,928

43,878,750 41,651,928 (2) Non Current Liabilities(a) Long term borrowings - - (b) Other Long Term Liabilities 5 124,919,642 56,817,964 (c) Long term provisions 6 1,886,267 1,322,790

126,805,909 58,140,754 (3) Current Liabilities(a) Short term borrowings - - (b) Trade payables:

(1.) Payable to MSMEs - - (2.) Other Trade payables 7 5,952,985 2,467,107

(c) Other current liabilities 8 11,600,446 6,951,473 (d) Short term provisions 9 13,315,722 3,508,025

30,869,153 12,926,605

Total 201,553,811 112,719,287 ASSETS(1) Non current assets(a)Property Plant and Equipments:

Tangible Assets 10 3,261,696 3,678,317 (b) Deferred tax assets (Net) 18 137,595 - (c) Long term loans and advances - - (d) Other non-current assets 11 5,824,634 5,303,344

9,223,925 8,981,660 (2) Current assets(a) Current Investments - (b) Trade receivables 12 111,036,397 70,246,022 (c) Cash and Bank Balances 13 78,852,557 29,837,198 (d) Short term loans and advances 14 260,702 500,473 (e) Other current assets 15 2,180,231 3,153,934

192,329,886 103,737,627

Total 201,553,811 112,719,287

SIGNIFICANT ACCOUNTING POLICIES 1NOTES TO ACCOUNTS 2

As per our report of even date attachedFor E. A. PATIL & ASSOCIATES LLP For and on behalf of Board of DirectorsChartered Accountants of SEAWOODS ESTATES LIMITED(Firm Registration No. 117371W / W100092)

Sd/- Sd/-

CA. Ujwal N Landge Jagdish Lilaram Digwal Gadadhar BeheraPartner Chairman DirectorMembership no. 108231 DIN:00240373 DIN:07634441Place: Navi MumbaiDate: December 6th, 2020 UDIN: 20108231AAAAGW9747


CIN: U70100MH1997PLC106903Email: [email protected]

Balance Sheet as on 31st March 2020

Page 98 of 112


Particulars Note No.

For the year ended 31st March, 2020

For the year ended 31st March, 2019

I. Revenue:Revenue from Operations - - Other Income 16 6,547,535 6,717,597

Total Revenue 6,547,535 6,717,597

II.Expenses:Other direct expenses 17 2,506,593 2,710,904 Depreciation and amortization expense 10 677,024 885,465

Total Expenses 3,183,617 3,596,369

III. Profit before tax (I-II) 3,363,918 3,121,228 IV. Tax expense:

Current Income Tax 1,274,692 1,198,453 Previous year Provision - 300,633 Deferred Tax Charge/(Credit) (137,595) -

V. Profit/(Loss) for the period (III-IV) 2,226,822 1,622,142

VI.Earning Per equity share:Weighted average number of equity shares at the year end (Nos.) 3,052,000 3,052,000 Basic/Diluted Earnings Per Share of Rs.10 each 0.75 0.53 Adjusted EPS 0.75 0.53 SIGNIFICANT ACCOUNTING POLICIES 1NOTES TO ACCOUNTS 2As per our report of even date attachedFor E. A. PATIL & ASSOCIATES LLP For and on behalf of Board of DirectorsChartered Accountants of SEAWOODS ESTATES LIMITED(Firm Registration No. 117371W / W100092)

Sd/- Sd/-

CA. Ujwal N Landge Jagdish Lilaram Digwal Gadadhar BeheraPartner Chairman DirectorMembership no. 108231 DIN:00240373 DIN:07634441Place: Navi MumbaiDate: December 6th, 2020 UDIN: 20108231AAAAGW9747


CIN: U70100MH1997PLC106903 Email: [email protected]

Statement of Profit and Loss for the year ended 31st March 2020

Page 99 of 112


Particulars Amount Amount For the year

ended 31st March, 2020

Amount Amount For the year

ended 31st March, 2019

Cash Flow from Operating Activities :Net Profit Before Tax 3,363,918 3,121,228 Adjustment for:

Depreciation & Amortisation 677,024 885,465 Investing Activities (1,730,030) (1,055,415) Loss of Asset due to theft 23,998

Operating Profit Before Working Capital Changes 2,334,911 2,951,278 Adjustment for:

(Increase) / Decrease in Trade Receivables (40,790,375) (9,121,264) (Increase) / Decrease in Loans & Advances & Other Assets 960,386 (2,095,286) Increase / (Decrease) in Trade Payables & Other Liabilities 8,134,850 (1,267,787) Increase / (Decrease) in Members Contribution held in TrustGross Collection from Members 139,586,774 88,144,383 Less: Total Expenditure (73,426,453) 66,160,322 (75,179,839) 12,964,544

Increase / (Decrease) in Provisions & other long term liabilities 12,312,531 (244,672) Cash Generated From Operations 49,112,624 3,186,813

Direct Taxes Paid (1,542,894) (1,258,478) Net Cash Generated / (used) in Operating Activities (A) 47,569,730 1,928,334

Cash Flow from Investing Activities :Purchase of Fixed Assets (284,401) (11,690) Disposal of Fixed Assets (Net of Profit / Loss) - 231,517 Interest Received 1,730,030 1,055,415

Net Cash Generated / (used) in Investing Activities (B) 1,445,629 1,275,242

Cash Flow from Financing Activities :Shares Issued - - Loan taken - - Loan Repaid - - Interest Paid -

Net Cash Generated / (used) in Financing Activities ( C) -

Net increase / (Decrease) in Cash & Cash Equivalents (A+B+C) 49,015,359 3,203,576 Cash & Cash Equivalents at the beginnig of the year 29,837,198 26,633,622 Cash & Cash Equivalents at the end of the year 78,852,557 29,837,198

Cash & Cash Equivalents comprise of:Cash on hand 72,354 33,631 Balance with Bank

-Current A/c 48,710,730 5,829,028 -Fixed Deposits 30,069,473 23,974,539

SIGNIFICANT ACCOUNTING POLICIESNOTES TO ACCOUNTSAs per our report of even date attachedFOR E. A. Patil & Associates LLP For and on behalf of Board of DirectorsChartered Accountants of SEAWOODS ESTATES LIMITED(Firm Registration No. 117371W / W100092)

Sd/- Sd/-

CA. Ujwal N Landge Jagdish Lilaram Digwal Gadadhar BeheraPartner Chairman DirectorMembership no. 108231 DIN:00240373 DIN:07634441Place: Navi MumbaiDate: December 6th,2020UDIN:20108231AAAAGW9747

CIN: U70100MH1997PLC106903 Email: [email protected]


Cash Flow Statement for the year ended 31st March, 2020

Page 100 of 112

Note 3- Share Capital

Number Amount Rs. Number Amount Rs.

3,200,000 32,000,000 3,200,000 32,000,000

3,052,000 30,520,000 3,052,000 30,520,000

3,052,000 30,520,000 3,052,000 30,520,000

Number Amount Rs. Number Amount Rs.

3,052,000 30,520,000 3,052,000 30,520,000 - - - - - -

3,052,000 30,520,000 3,052,000 30,520,000

NIL

As at 31st March, 2019

Authorised

Total

Share Capital

Equity Shares

Equity Shares of ` 10 each


Issue of 60,000 Equity Shares (30 units*2000 shares per unit) of face value Rs.10 each on private placement basis is under consideration & subject to approval in the AGM.

Fresh Issue of Equity shares:


Details of Shareholders Holding more than 5% Equity Shares in the Company

Shares outstanding at the end of the yearAny other movement

Shares Issued during the year Shares bought back during the year

Equity Shares As at 31st March, 2020

Notes on Financial Statements for the Year ended 31st March, 2020

Issued, Subscribed and fully Paid upEquity Shares of ` 10 each

Shares outstanding at the beginning of the year

Particulars As at 31st March, 2019

Page 101 of 112

Note: 4 Reserves & Surplus

a. SurplusOpening balance 11,097,208 9,475,067 (+) Net Profit for the current year 2,226,822 1,622,142

Sub Total 13,324,030 11,097,208 b. Securities PremiumOpening Balance 34,720 34,720 (+) Add: Amount received on Private Placement - - Sub Total 34,720 34,720

Closing Balance (a+b) 13,358,750 11,131,928

Note: 5 Other Long Term Liabilities

Other Long Term Liabilities As at 31st March,

2020 As at 31st March,

2019 Others

Members' Contribution {Details as per Grouping} 121,537,917 55,377,595 Earnest Money Deposits 1,981,504 246,504 Security Deposits & Retention Money 1,253,375 1,193,865 Retention- Building Repair Project 146,846 -

Total 124,919,642 56,817,964

Particulars As at 31st March,


2019

GROUPING DETAILS FOR MEMBERS' CONTRIBUTION MEMBERS' CONTRIBUTION :Balance b/f 55,377,595 42,413,051 Less : Opening Balance of Contribution Recd. In Advance (967,254) (1,750,184) Add : Amount billed by SEL during the year towards M&R 62,733,152 58,480,412 Add : Contribution towards Upgradation of Lift - 13,239,236 Add : Net Balance Carried forward from Building Repairs Project 50,360,791 Add : Contribution towards Improvement of Lift 9,569,432 - Add : Other Contributions from Members (As per Annexure A) 16,095,280 16,479,975 Add : Profit on Sale of Invertors - 727,690 Add : Contribution Received in Advance- M&R 1,211,004 967,254 Add : Contribution Received in Advance - Building Repair Project 584,369 - Subtotal (A) 140,554,028 89,894,567 Less : Expenditure incurred during the year by SEL {Detailed Sheet Attached As per Annexure B}

I. Regular Maintenance and Upkeep 33,064,482 33,748,760 II. Sundry Festival A/c 293,208 (71,723) III. Special Maintenance Projects Expenditure 2,321,394 13,940,874 V. Employee Benefit Expenses 12,466,964 10,681,294 VI. Energy, Water, Insurance, Rates & Taxes and other charges 22,261,896 15,697,438 VII. Other Expenses 1,796,028 467,111 VIII. Net DeficIt from Club 1,222,480 716,085

Subtotal (B) 73,426,453 75,179,839

Member's Contribution Closing Balance C/d 121,537,917 55,377,595



Reserves & Surplus As at 31st March, 2020


Page 102 of 112

PARTICULARS As at 31st March,


2019 Delayed Payment Charges (Including accrual) 4,915,936 3,903,800 Non-occupancy 3,128,033 3,138,600 Betterment Contribution 2,202,520 2,205,488 Service Charges Received 1,483,296 1,671,735

Other Recurring Charges(Car Parking) 2,104,200 2,687,862 Other charges received from members 2,225,503 1,970,379 Other Recovery-Fines/ Penalties and balances written off 35,792 902,111 Total… 16,095,280 16,479,975



2019 I. Regular Maintenance and UpkeepMaintenance of Electrical & Plumbing 3,216,285 2,951,143 Maintenance of Garden 3,882,491 3,610,551 Maintenance of House Keeping 6,462,523 6,439,819 Maintenance of Lift 3,880,386 3,746,920 Maintenance Charges: Fire Fighting 942,529 1,112,835 Maintenance of Pest Control 185,900 240,792 Maintenance of CCTV Expenses 108,755 101,688 Security Charges 12,755,380 13,963,351 Repairs & Maintenance-Swimming Pool 107,045 90,776

Maintenance Charges -Common Area 1,523,188 1,490,885 Total… 33,064,482 33,748,760



2019 II. Sundry Festival A/cDonation and Sponsorship 756,805 879,460 Less: Expenses (1,050,013) (807,737) Total… 293,208 (71,723)



2019 III. Special Maintenance ProjectsExternal Leakage Water Proofing & Structural Repairs 130,237 2,642,552 Lift Improvement 1,825,816 7,381,747 D G Set 186,242 2,206,065 Maintenance(Staircase) 116,099 434,160

Maintenance Charges -Letter Box 63,000 459,987 Intercom System - 816,364 Total… 2,321,394 13,940,874



2019 IV. Net Surplus/ Deficit from Building Repairs ProjectContribution Received From Members (A) 56,352,508 -

Less: Expenditure Bank Charges (Custodian & Acceptance Fees-Escrow) 125,000 - Legal Consultant Charges 150,000 - Painting Repair Work Expenses 875,976 - Scaffolding Work Expenses 2,060,945 - Labour Work Expenses 2,330,720 -

Material Purchases 449,076 Total (B) 5,991,717 -

Net Surplus/(Deficit)=(A)-(B) 50,360,791 -

NOTE 5 Annexure B - STATEMENT OF EXPENDITURE

NOTE 5 Annexure A - STATEMENT OF OTHER CONTRIBUTIONS

Page 103 of 112



2019 V. Employee Benefit ExpensesSalary & Retainership and Staff welfare 10,184,913 8,745,833 Bonus & Exgratia 391,363 470,277 Incentive 166,930 105,033 Employee Leave Encashment 315,170 263,087 ESIC 83,509 104,091 Gratuity 393,704 373,866 Gratuity-Prior Period Expenses 84,370 - Provident Fund Expenses 507,796 426,616 Staff Insurance 339,209 192,491 Total… 12,466,964 10,681,294



2019 VI. Energy, Water, Insurance, Rates & Taxes and other charges:Building Insurance 1,018,027 817,059 Energy Charges 10,208,596 12,426,461

Software Subscription charges 467,560 531,600 Property Taxes & Land Revenue 428,978 428,978 Water Charges 1,552,735 1,493,340 Water Charges- Club House & Shops (Refer Note 2(h)) 8,586,000 - Total… 22,261,896 15,697,438



2019 VII. Other ExpensesAdvertisement 157,725 52,994 Seminar & Meeting Expenses 28,084 14,168 Rates, Duties & Taxes (including prior period) 726,369 14,041 Interest on late payment of taxes 204,488 - Office Expenses 323,145 202,051 Telephone Expenses 50,025 55,663 Travelling & Conveyance 42,863 55,167 Bank Charges and Bank interest 49,788 44,241 Computer, Software and Hosting Expenses 64,509 16,786 Legal Consultancy & Charges 120,000 12,000 Loss by theft (Laptop) 29,032 - Total… 1,796,028 467,111



2019 VIII. Net Surplus/ DeficIt from Club:

Club Income Yoga Room Rent 114,370 344,148 Club Lawn Bookings 467,000 157,000 Coaching Fees & Registration Charges 363,320 424,086 Community Hall Booking 280,430 208,650 Guest Room Booking 1,462,462 1,592,460 Mini Party Hall Bookings 150,445 174,767 Table Space Booking 27,849 73,834 (A) 2,865,876 2,974,945

Expenditure inccured for the club:Salary for Club Staff 677,801 559,780 Electricity Charges 1,546,689 1,618,708 Club Maintenance 418,406 391,339 Swimming Pool Operating Expenses 678,174 616,234 Maintenance Charges: Guest Room 81,369 92,696 Maintenance Charges: Fitness Centre Operation Expenses 283,961 285,664 Squash & Badminton Court Refurbishment - 59,780 Maintenance Charges: Gym 401,956 66,829 (B) 4,088,356 3,691,030

Net (Surplus)/Deficit=(B)-(A) 1,222,480 716,085

Total Expenditure incurred by SEL during the year (I)+(II)+(III)+(IV)+(V)+(VI)+(VII)+(VIII) 123,787,244 75,179,839

Page 104 of 112

Note: 6 Long Term Provisions

Long Term Provisions As at 31 March 2020

As at 31 March 2019

Provision for Employee Benefits - Gratuity Payable 1,886,267 1,322,790 Total 1,886,267 1,322,790

Note: 7 Trade Payables

Trade Payables As at 31 March 2020

As at 31 March 2019

Outstanding dues of creditors-Micro & Small Enterprises - - Outstanding dues of creditors-Other than Micro & Small Enterprises 5,952,985 2,467,107 Total 5,952,985 2,467,107

Payable to MSMEs & Other Trade Payables:

Note: 8 Other Current Liabilities

Other Current Liabilities As at 31 March 2020

As at 31 March 2019

Other PayablesStatutory Liabilites 5,140,746 884,352 Miscellaneous Deposits For Members Interior Works 5,519,262 5,797,808 Deposits- Club & Moving In Charges 348,468 269,313 Rent Received in Advance 591,970 - Total 11,600,446 6,951,473

Note: 9 Short Term Provisions

Short Term Provisions As at 31 March 2020

As at 31 March 2019

(a) Provision for employee benefitsBonus Payable 388,672 361,400 Incentive Payable 150,237 94,530 Leave Encashment 337,309 263,086 ESIC Payable 7,098 12,784 Provident Fund Payable 90,048 68,049

(b)OthersOutstanding Liablities for Expenses 3,576,358 2,654,176 Statutory Audit Fees 180,000 54,000 Provision for Water Charges- Club House & Shops differential liability (Refer Note 2(h)) 8,586,000 - Total 13,315,722 3,508,025

Note: 11 Other Non-Current Assets

Other Non- Current Assets As at 31 March 2020

As at 31 March 2019

MSEDCL - Deposits 2,676,882 2,676,882 STP Water Deposit with NMMC 135,000 135,000 Other Security Deposit 25,000 25,500 Deposit for Renewable Energy Project (Biogas) 500,000 500,000 Income Tax Paid 1,079,559 643,172 Investment with LIC for Gratuity Fund 1,408,193 1,322,790 TOTAL ………….. 5,824,634 5,303,344

The Company are in process of identifying Creditors covered under Micro & Small Enterprises & Others Act. Confirmation requests w.r.t to MSME identification were communicated on email to all the vendors

Page 105 of 112

Note: 12 Trade Receivables

Unsecured, considered good Debts outstanding for a period exceeding six months Contribution Receivable From Members 16,194,282 33,268,140 Receivable from CIDCO 24,034,304 24,034,304 Less: Provision for Doubtful Debts - -

40,228,586 57,302,444 Others Contribution Receivable From Members towards M&R & Lift Improvement 34,786,346 9,781,758 Contribution Receivable From Members towards Building Repair Project 33,840,057 -

Receivable from Others 2,181,408 3,161,820 70,807,811 12,943,578

TOTAL ………….. 111,036,397 70,246,022

a) Receivables from CIDCO:

b) Receivables from Members:

Note: 13 Cash and Cash Equivalents

Cash and Cash Equivalents As at 31 March 2020

As at 31 March 2019

Cash on Hand 72,354 33,631

Balance With Bank:AXIS BANK A/C NO.386010200002653 3,995,670 995,175 AXIS BANK A/C NO. 917020061631255 8,828,044 1,748,499 AXIS BANK BUILDING REPAIR ESCROW A/C NO. 92002000425630 26,098,007 - IDBI BANK A/C No. 0650102000005647 1,866,313 851,685 SURYODAY A/C NO : 182040000666 3,738 2,068,268 SURYODAY A/C NO. 182080000444 219,774 165,401 STATE BANK OF INDIA A/C NO. 00000038899527259 7,699,183 -

Fixed Deposits:Axis Bank 15,069,473 18,502,118 Indusind Bank - 5,472,421 IDBI Bank 15,000,000 -

TOTAL ………….. 78,852,557 29,837,198

Note: 14 Short- Term loans and advances

Short - Term loans and advances As at 31st March 2020

As at 31st March 2019

Advance to employees 85,000 71,000 Advance to Creditors 175,702 429,473

Total 260,702 500,473

Trade Receivables

Receivables include Rs.2,40,34,304/- due from CIDCO as appearing in the company’s books, representing amount collected

by them from members on behalf of Seawoods Estates Ltd in respect of M & R, & Other contributions. The efforts of the

company to recover the dues from CIDCO have not yielded desired results. Under such circumstances, the company has

initiated legal action against CIDCO for recovery of the above dues. The company is of the opinion that the same is

recoverable, no provision has been made in the books of accounts.

As at 31 March 2019 As at 31 March 2020

With respect to the members having outstanding dues for a long period, forming part of 'Contribution Receivable from

members for period exceeding six months', various measures for recovery of dues have been taken from time to time, inter

alia, by sending emails & auto reminders from ADDA and also recovery notices were sent to them separately. There has

been no dispute raised by any of the members against these outstanding dues. Moreover, in the past, these old recoveries

are made at the time of transfer / sale of unit while issuing NOC to the outgoing member.

Page 106 of 112

Note: 15 Other current assets

Other current assets As at 31st March

2020 As at 31st March

2019

Prepaid Expenses 1,126,283 505,711 IGST Refundable - 1,905,500 FD Accrued Interest 1,053,948 742,723

Total 2,180,231 3,153,934

Page 107 of 112

Note 10

Electrical Equipments 10 745,486 - - 745,486 706,991 718 - 718 - 707,709 37,777 38,495 Inverter, Stand and Battery 15 5,788,204 - - 5,788,204 4,298,956 282,529 - 282,529 - 4,581,485 1,206,719 1,489,248 Intercom System 10 1,291,735 - - 1,291,735 1,227,148 - - - - 1,227,148 64,587 64,587 Sports Equipment 5 636,151 - - 636,151 604,348 - - - 604,348 31,803 31,803 Office Equipment 5 891,096 55,809 - 946,905 814,954 17,050 5,912 22,962 - 837,916 108,989 76,142 Airconditioner-Gym 5 431,710 - - 431,710 377,659 24,362 - 24,362 - 402,021 29,689 54,051 Airconditioner-Guest room 5 216,000 - - 216,000 195,365 9,300 9,300 - 204,665 11,335 20,635 Airconditioner-Senior Citizens Room & CEM Room5 53,898 - - 53,898 14,858 7,068 - 7,068 21,926 31,972 39,040 Machinery 15 527,193 - - 527,193 320,724 37,526 37,526 - 358,250 168,943 206,469 Sundry Assets 5 1,960,196 - - 1,960,196 1,862,185 - - - 1,862,185 98,011 98,011 Water Control Equipment 15 994,728 - - 994,728 935,427 2,003 - 2,003 - 937,430 57,298 59,301 Access Control System 10 257,013 - - 257,013 240,020 1,373 1,373 - 241,393 15,620 16,993 CC TV System 10 2,934,962 - - 2,934,962 2,304,294 154,041 - 154,041 - 2,458,335 476,627 630,668 Fire Exitingusher 10 168,750 - - 168,750 151,381 5,262 - 5,262 - 156,643 12,107 17,369 Sub-Total 16,897,122 55,809 - 16,952,931 14,054,311 541,232 5,912 547,144 - 14,601,455 2,351,476 2,842,811

Furniture & Fixtures 10 929,720 25,160 - 954,880 808,332 26,172 4,468 30,640 - 838,972 115,908 121,388 Children Play Equipment 5 928,184 - - 928,184 881,774 - - - - 881,774 46,410 46,410 Porta Cabin 10 186,751 - - 186,751 168,307 5,321 5,321 - 173,628 13,123 18,444

Sub-Total 2,044,655 25,160 - 2,069,815 1,858,413 31,493 4,468 35,961 - 1,894,374 175,441 186,242

Computer 3 1,045,163 203,432 23,998 1,224,597 1,009,563 5,819 60,196 66,015 - 1,075,578 149,019 35,600

Sub-Total 1,045,163 203,432 23,998 1,224,597 1,009,563 5,819 60,196 66,015 - 1,075,578 149,019 35,600

Vehicles 8 147,502 - - 147,502 97,596 15,259 - 15,259 - 112,855 34,647 49,906

Sub-Total 147,502 - - 147,502 97,596 15,259 - 15,259 - 112,855 34,647 49,906

Leasehold land* 60 758,702 - - 758,702 194,944 12,645 - 12,645 - 207,589 551,113 563,758 Sub-Total 758,702 - - 758,702 194,944 12,645 - 12,645 - 207,589 551,113 563,758

Nana-Nani Park Development 5 295,292 - - 295,292 295,292 - - - - 295,292 - -

Sub-Total 295,292 - - 295,292 295,292 - - - - 295,292 - -

GRAND TOTAL 21,188,436 284,401 23,998 21,448,839 17,510,119 606,448 70,576 677,024 - 18,187,143 3,261,696 3,678,317

Previous Year Figures 24,611,178 11,690 3,434,432 21,188,436 19,827,569 880,456 5,009 885,465 3,202,915 17,510,119 3,678,317 4,783,609

NOTES:1) *Leasehold Land (STP) Period of Lease 60 years

2) Depreciation has been charged based on Useful life of assets as prescribed under Schedule II to the Companies Act, 2013.

Closing as on 31.03.2020

Op Balance as on 01.04.2019

On Opening Balance

On Addition Closing as on

31.03.2019 Particulars For the year

Op. Balance as 01.04.2019

Deductions Closing as on

31.03.2020 Useful Life

Total as on 31.03.2020

Additions during the Year

Deductions


STATEMENT OF FIXED ASSETS AS AT 31ST MARCH 2020Gross Block Depreciation Net Block

Page 108 of 112

Note: 16 Other Operating Revenues

Other Operating Revenues As at 31st March

2020 As at 31st

March 2019

Hire charges - Mobile Towers 3,486,340 4,229,000 Miscellaneous Income 1,331,165 1,433,182 Interest - Fixed Deposits 1,730,030 1,055,415

TOTAL 6,547,535 6,717,597

Note: 17 Other Operating Expenses

Other Operating Expenses As at 31st March

2020 As at 31st

March 2019

Auditors' Remuneration: - For Statutory Audit 200,000 60,000 AGM and EOGM Expenses 448,973 1,023,652 Rate, Duties & Taxes 13,574 63,546 Professional Fees 1,300,500 1,270,640 Printing & Stationery 543,546 293,066 TOTAL 2,506,593 2,710,904



Page 109 of 112

Sub- Notes

Axis Bank Opening Balance 18,880,353

Add : Additions During the year 8,335,176

Less: Matured During the year (12,146,056)

Add: Interest accrued 829,182

Closing Balance 15,898,655

State Bank of IndiaOpening Balance -



Add: Interest accrued -

Closing Balance -

Indusind BankOpening Balance 5,836,909

Add : Additions During the year 74,741


Add: Interest accrued -

Closing Balance -

IDBI BankOpening Balance -


Less: Matured During the year -

Add: Interest accrued 224,766

Closing Balance 15,224,766

Total Balance of Investments as on 31.03.2020 31,123,421

Seawoods Estates Limited

Page 110 of 112

Note 18 - Deferred Tax Asset (Net)2019-20

Amount (Rs)

Depreciation as per Companies Act 677,024

Depreciation as per Income Tax Act 147,812

Timing Difference 529,212

Deferred Tax Asset/(Liability) @ 26.00% 137,595

(+/-) Opening Bal. Carried Forward - DTL -

Net Deferred Tax Asset/(Liability) 137,595


Deferred Tax Asset/ Liability for F.Y.2019-20

Particulars

CIN: U70100MH1997PLC106903Email: [email protected]

Page 111 of 112

>180days <180days

Furniture & Fixures 10.00% 278,264 25,160 - - 30,342 273,082

Total 278,264 25,160 - - 30,342 273,082

Office Equipments 15.00% 279,658 26,009 29,800 - 48,085 287,382 Computers 40.00% 27,871 115,716 59,750 - 69,385 133,952

Total 307,529 141,725 89,550 - 117,470 421,334

Grand Total 585,793 166,885 89,550 - 147,812 694,416

Seawoods Estates Limited

DEPRECIATION AS PER INCOME TAX ACT 1961 FOR THE YEAR ENDED 31ST MARCH 2020

ADDITIONS DURING THE YEAR Disposal Total Depreciation W.D.V as on 01.04.2019

W.D.V as on 31.03.2020

RateParticulars

Page 112 of 112

Documents

23rd Annual Report Financial Year 2019-20