Equity Analysis

Directors Report

    SignatureGlobal India Ltd
    Industry :  Construction
    BSE Code
    ISIN Demat
    Book Value()
    543990
    INE903U01023
    61.7227816
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    SIGNATURE
    0
    18073.89
    EPS(TTM)
    Face Value()
    Div & Yield %:
    1.58
    1
    0
     

Dear Members,

Your Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statements of Signatureglobal (India) Limited for the financial year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The consolidated and standalone financial performance of the Company for the financial year ended 31st March, 2022 is summarized below:-

(Amount Rs In Lakhs except Earnings Per Share Data)

Particulars Consolidated Standalone
2021-22 Current Year 2020-21 Previous Year 2021-22 Current Year 2020-21 Previous Year
Revenue from operation and other income 93,959.89 15,471.93 44,105.88 40,173.62
Operating Profit/(Loss) before Depreciation (11,569.10) (8,012.66) (6,809.67) (81.83)
Less: Depreciation 2,072.64 1,180.96 1,719.62 1,100.58
Profit/ (Loss) before Tax and exceptional items (13,641.74) (9,196.83) (8,529.29) (1,018.75)
Share of loss in associate - (3.21) - -
Less: Exceptional Items - 549.27 - -
Loss before tax (13,641.74) (9,746.10) (8529.29) (1018.75)
Less: Provision for Tax -Current Tax 16.54 796.56 671.98
Deferred Tax Credit (1945.11) (1,898.53) (1,408.44) (917.24)
Income tax earlier years (163.14) (16.42) (164.68) (20.36)
Profit/(Loss) after Tax (11,550.03) (8,627.71) (6,956.17) (753.13)
Other Comprehensive income 705.54 (2,778.44) 664.42 (2746.30)
Total Comprehensive income - - (6,291.75) (3,499.43)
Total Comprehensive income attributable to Holding Company (10,935.79) (11,380.14)
Non-controlling interest 91.30 26.01 - -
Total Profit/ (loss) for the year (10,844.49) (11,406.15) (6,291.75) (3,499.43)
Earning per share (10.23) (7.56) (6.11) (0.66)

FINANCIAL

The Company has prepared the Standalone and Consolidated Financial Statements for the Financial Year 2021-22 in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

As per Ind AS 115, the revenue from real estate projects is recognized only at a point in time upon the Company satisfying its performance obligation as compared to earlier percentage of completion method as per the Guidance Note on Accounting for Real Estate Transactions. Accordingly, revenue recognition for our projects occurs following the receipt of occupancy certificate and after receipt of substantial amount of collections. When the total project cost in our estimates exceeds total revenues from the projects, the loss is recognized immediately. As the outcome of the contracts cannot be measured reliably during early stages of the project, contract revenue is recognized only to the extent of costs incurred in the statement of profit and loss.

During the year, total income at consolidated level was Rs 93,959.89 Lakhs as compared to \Rs 15,471.93 Lakhs in the Financial Year 2020-21. During the year under review, total income at standalone level was Rs 44,105.88 as compared to Rs 40,173.62 Lakhs in the Financial year 2020-21.

STATE OF COMPANY?S AFFAIRS

The Company is well-established in Gurugram, Haryana and Delhi NCR region for affordable and mid segment housing projects. In our experience, the combination of our brand recognition, quality product offerings and competitive pricing has enabled us to attract home buyers resulting in selling of substantial portion of our projects soon after their launch.

IMPACT OF COVID-19

The second wave of COVID-19 pandemic led to loss of human life and suffering worldwide. It presented an unprecedented challenge to public health, food systems and the economy as a whole. The economic and social disruption caused by the pandemic was devastating.

Due to the large number of infections in India, several State Governments announced lockdowns in the first quarter of Financial year 2021-22 to prevent the spread of COVID-19. This led to the curtailment of economic activity. Once lockdown restrictions were eased, the economy started witnessing a strong recovery.

The health and safety of its employees and stakeholders remained the top priority for the Company with several initiatives to support employees and their families during the pandemic.

In-spite of challenging market condition due to the COVID-19 pandemic, the performance of the Company has been very promising. During the year, the Company and its subsidiary Companies have launched 7 new projects viz., Millennia 4, Signature Global Imperial, Signature Global City 37D, Signature Global City 92, Signature Global City 81, Signature Global Park 1 and Signature Global Infinity and obtained Occupation Certificate (OC)/ Partial Occupation Certificate for 7 running projects viz. Grand IVA, Orchard Avenue, The Serenas, Sunrise and Signature Global Park II, Signature Global Park III and Signature Global City I.

PROPOSED IPO OF THE COMPANY

The Company has filed ‘Draft Red Herring Prospectus? ("DRHP") dated 12th July, 2022 with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited for the proposed issue i.e. fresh issue of Equity Shares aggregating up to Rs 750 Crore and offer for sale of Equity Shares by the existing shareholders aggregating up to Rs 250 Crore. The Company is awaiting the approval from SEBI.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the year under review, the Company acquired 75,15,000 equity shares of face value of Rs 10 each in Signature Builders Private Limited and consequent to the acquisition Signature Builders Private Limited has become a wholly owned subsidiary of the Company w.e.f. 20th April, 2021.

During the year under review, the Company has also acquired 50,00,000 equity shares of face value of Rs 10 each by subscription to the rights issue in Signatureglobal Business Park Private Limited (a wholly owned subsidiary of the Company).

Except as stated above, there was no change in the holding of any subsidiary, joint venture or associate company during the year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company as of 31st March, 2022 has 12 subsidiaries. The performance highlights of the material subsidiaries are given below:

JMK HOLDINGS PRIVATE LIMITED ("JMK")

JMK is a wholly owned subsidiary Company of the Company and is engaged in the business of buying, selling, developing and dealing in land and immovable property, as well as owning, developing, purchasing etc. of immovable properties, including rendering consultancy services in real estates business.

JMK reported turnover of Rs 31,043.97 lakhs for the year ended 31st March, 2022 (31st March, 2021: Rs 6.59 lakhs) and reported a net profit of Rs 1,456.25 lakhs vis-a-vis profit of Rs 154.24 lakhs in the previous year ended 31st March, 2021.

STERNAL BUILDCON PRIVATE LIMITED ("STERNAL")

Sternal is a wholly owned subsidiary Company of the Company and is engaged in the business of real estate and infrastructure development, designing, developing, selling etc. of residential and commercial properties. It is also authorised to carry on business of selling and purchasing property buildings or lands and rendering consultancy services in real estates business.

It achieved turnover of Rs 26,649.79 lakhs for the year ended 31st March, 2022 (31st March, 2021: Rs 1,974.68 lakhs) and reported a net loss of Rs 1,325.9 lakhs vis-a-vis net loss of Rs 1,078.82 lakhs in the previous year ended 31st March, 2021.

SIGNATURE BUILDERS PRIVATE LIMITED ("SBPL")

SBPL is a wholly owned subsidiary Company of the Company and is authorised to engage in the business of real estate and infrastructure development, including purchase, sale, or deal in residential and commercial projects. SBPL is also authorised to carry on the business as owners, builders, developers, colonizers etc. and maintain all types of immovable properties of any description.

SBPL reported turnover of Rs 17,307.57 lakhs for the year ended 31st March, 2022 (31st March, 2021: Rs 568.56 lakhs) and reported a net profit of Rs 292.09 lakhs vis-a-vis net loss of Rs 96.79 lakhs in the previous year ended 31st March, 2021.

A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company is give in Form AOC-1 as Annexure-A as required under Rule 5 of the Companies (Accounts) Rules, 2014 forming part of this Annual Report.

ANNUAL RETURN

Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, as on 31st March, 2022 is available on the Company?s website at https://www.signatureglobal.in/investor.php.

DIRECTORS AND KMPs

During the year ended 31st March, 2022 and till the date of this Report, following were Directors on the board of the Company;

S. No. Name of Director(s) DIN Date of Appointment
1. Mr. Pradeep Kumar Aggarwal* 00050045 02/11/2017
2. 3. Mr. Lalit Kumar Aggarwal# Mr. Ravi Aggarwal* 00203664 00203856 15/02/2022 05/11/2015
4. Mr. Devender Aggarwal# 00161465 15/02/2022
5. Mr. Chandra Wadhwa# 00764576 15/02/2022
6. Mr. Kundan Mal Agarwal$ 00043115 02/04/2021
7. Ms. Lata PillaiA 02271155 15/03/2022
8. Mr. Venkatesan NarayananA 00765294 15/03/2022

* Mr. Pradeep Kumar Aggarwal was re-designated as Chairman and Whole Time Director and Mr. Ravi Aggarwal was re-designated as Managing Director with effect from 15th February, 2022.

# Mr. Lalit Kumar Aggarwal was appointed as Vice Chairman and Whole Time Director and Mr. Devender Aggarwal was appointed as Joint Managing Director and Mr. Chandra Wadhwa was appointed as Independent Director with effect from 15th February, 2022.

$ Mr. Kundan Mal Agarwal was appointed as Independent Director of the Company by passing Special resolution at the extra ordinary general meeting held on 2nd April, 2021 to continue to hold office after attaining the age of 75 years. His appointment was effective from 2nd April, 2021.

 

A Ms. Lata Pillai and Mr. Venkatesan Narayanan were appointed as Independent Directors with effect from 15 th March, 2022.

The Board is of the opinion that the independent directors have the necessary experience, expertise and integrity and are independent of the Management of the Company.

KMPs-

Mr. Sanjay Kumar Varshney and Mr. Rajat Kathuria were appointed as Chief Operating Officer and Chief Executive Officer of the Company respectively w.e.f. 15th March, 2022 and were also designated as Key Managerial Personnels (KMPs). Mr. Suraj Malik was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 14th February, 2022 and has since resigned from the post of Chief Financial Officer (CFO) w.e.f. 15th April, 2022.

After the closure of Financial Year, Mr. Anurag Srivastava resigned from the post of Company Secretary with effect from 24th May, 2022, however, he would continue in the employment of the Company.

Mr. M R Bothra and Mr. Manish Garg were appointed as Company Secretary and Chief Financial Officer (CFO) of the Company respectively with effect from 31st May, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors as required under Section 149(7) of the Companies Act, 2013 and they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

All the Independent Directors of the Company have been empanelled with the Independent Directors Databank as maintained by the Indian Institute of Corporate Affairs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no Change in the nature of Business of the Company during the financial year under review.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the year under review, in pursuance to the necessary approvals of the shareholders the following changes took place in the Authorized Share Capital of the Company:

a. ) On 7th December, 2021, the authorized share capital of the Company was increased from Rs 135,200,000 divided into 13,520,000 equity shares of Rs 10 each to Rs 350,000,000 divided into

35.000. 000 equity shares of Rs 10 each.

b. ) On 14th February, 2022, the authorized share capital of the Company was increased from Rs

350.000. 000 divided into 35,000,000 equity shares of Rs 10 each to Rs 500,000,000 divided into

50.000. 000 equity shares of Rs 10 each.

c. ) On 19th February, 2022, due to sub-division, there was change in the authorized share capital of Company from Rs 500,000,000 divided into 50,000,000 equity shares of Rs 10 each to Rs 500,000,000 divided into 500,000,000 equity shares of Rs 1 each.

During the period under review, in pursuance to the necessary approvals of the shareholders, clause V of Memorandum of Association was amended as per the provisions of the Companies Act, 2013 to reflect the aforesaid changes from time to time.

As on 31st March, 2022, the authorized share capital of the Company stood at Rs 500,000,000 divided into 500,000,000 equity shares of Rs 1 each.

PAID UP SHARE CAPITAL

During the year under review, the following changes took place in the Paid-up Share Capital of the Company:

a. ) pursuant to shareholders? resolution dated 19th February, 2022, the face value of Company?s equity shares was changed from Rs 10 each to Rs 1 each. Accordingly, the cumulative number of issued, subscribed and paid-up equity shares pursuant to sub-division is 56,879,400 equity shares of face value of Rs 1 each.

b. ) the Company has allotted on 23rd March, 2022, 5,68,79,400 equity shares of Re. 1/- each as Bonus Equity Shares out of surplus available in securities premium in the proportion of 1:1 (i.e., one equity share of Rs 1 each for every 1 equity share of Rs 1/- each.

The paid up equity share capital as on 31st March, 2022 was Rs 11,37,58,800/- (Rupees Eleven Crores Thirty Seven Lakhs Fifty Eight Thousand Eight Hundred Only) divided into 11,37,58,800 equity shares of Rs 1 each.

DEBENTURES

During the year under review the following debentures were issued/redeemed/transferred:

Name of allottee Date of allotment/redemp tion/transfer No of Debentures F ace value Partial Redemption/ Fully Redemption /Allotment/Tr ansfer
HDFC Capital Affordable Real 3rd August, 2021 36,180 10,000 Allotment
Estate Fund-I
Transferred from ICICI Prudential Real Estate AIF- 1 to HDFC Capital Affordable Real Estate Fund-I # 13 th July, 2021 1,00,000 10,000 Transfer
HDFC Capital Affordable Real Estate fund -2 20th October, 2021 54,950 10,000 (Partial Redemption)
HDFC Capital Affordable Real Estate Fund- 2 2nd December, 2021 36,802 10,000 (Redemption)
HDFC Capital Affordable Real Estate Fund- 2 2nd December, 2021 57,600 10,000 (Redemption)

# Date of amendment in the Debenture Purchase agreement dated 14th June 2021, recorded in the Board meeting dated 3rd August, 2021.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has not declared dividends on the Equity Shares, therefore, provisions for transfer of unclaimed dividend to investor education and protection fund under the Companies Act, 2013 were not applicable.

DIVIDEND

In view of the losses, the Board does not propose to pay any dividend for the financial year ended 31st March, 2022.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no instance of one time settlement with any Bank or Financial Institution during the financial year 2021-22.

AMOUNT TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the Financial Year ended 31st March, 2022.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

During the year under review, the Company was converted from a private limited company to a public limited company pursuant to a special resolution passed by our Shareholders on 14th February, 2022 and the name of the Company was changed from Signatureglobal (India) Private Limited to Signatureglobal (India) Limited with effect from 10th March 2022 after receiving the Certificate of Incorporation from the Central Government (Registrar of Companies).

Except as disclosed in this Report, no material changes and commitments which could affect the Company?s financial position have occurred between the end of the financial year of the Company and date of this report.

BUSINESS RISK MANAGEMENT

The Company is in the business of Real Estate development, prone to inherent business risks like any other organization. To minimize the adverse consequence of risks on business objectives the Company has framed this Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today?s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal control systems commensurate with the nature of the Company?s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board has appointed M/s Jain Jindal & Co. as Internal Auditor of the Company for the Financial Year 2021-22.

ANNUAL EVALUATION BY THE BOARD

The provisions of Sub-rule 4 of Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable on Company, therefore, disclosure of annual evaluation by the Board of its own performance and that of its committees and individual directors not required to disclose.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 and the particulars of the employees who are covered by the provisions contained in Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) thereof for the time being in force, the details of remuneration etc. of Directors, Key Managerial Personnels and employees covered under the said Rules are not applicable on the Company.

VIGIL MECHANISM

The Company has formulated "Vigil Mechanism/ Whistle Blower Policy" to provide Vigil Mechanism to the employees including Directors of the Company to report genuine concerns and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and rules made thereunder.

During the period under review, the Company has not received any complaint under the vigil mechanism policy of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2021-22, 27 (Twenty Seven) meetings of the Board were held on 1st April, 2021, 24th May, 2021, 4th June, 2021, 23rd June, 2021, 6th July, 2021, 12th July, 2021, 15th July, 2021, 29th July, 2021, 3rd August, 2021, 23rd August, 2021, 8th September, 2021, 15th September, 2021, 21st September, 2021, 21st October, 2021, 30th October, 2021, 12th November, 2021, 26th November, 2021, 6th December, 2021, 30th December, 2021, 10th January, 2022, 20th January, 2022, 11th February, 2022, 18th February, 2022, 21st February, 2022, 14th March, 2022, 23rd March, 2022 and 30th March, 2022. The provisions of the Companies Act, 2013 and Secretarial Standard-1 were complied with in relation to the time gap between two board meetings.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied with by the Company.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of annual accounts for the financial year ended 31st March, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2022 and of the profit of the Company for the period ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down proper internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; and

f. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITOR AND AUDITORS? REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of 18th Annual General Meeting till the conclusion of 23rd Annual General Meeting of the Company to be held in the year 2022.

The tenure of the Statutory Auditors of the Company will conclude at the end of ensuing Annual General Meeting (AGM) of the Company. Being eligible for re-appointment and based upon the consent received from M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), the Board of Directors of the Company, on the recommendation made by the Audit Committee, have proposed to re-appoint M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) for a further period of four years, to hold the office from the conclusion of 23rd Annual General Meeting till the conclusion of 27thAnnual General Meeting to be held for the Financial Year 2025-26 subject to the approval of the shareholders in the ensuing AGM.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, Board of Directors of the Company on the recommendation made by the Audit Committee has approved the appointment of M/s Goyal, Goyal and Associates, Cost Accountant (Reg. No. 000100) as Cost auditors of the Company for the F.Y 2022-23 and the necessary resolution for approval of the remuneration payable to the Cost Auditors forms part of the notice of the forthcoming Annual General Meeting of the Company.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR OTHER THAN WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no fraud reported in the Company during the Financial Year ended 31st March, 2022. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the Financial Year ended 31st March, 2022.

BOARD?S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY

STATUTORY AUDITORS

The Auditors? Reports for the financial year 2021-22 do not contain any qualification or reservation or adverse remark. The Notes on Financial Statement referred to in the Auditors? Report are selfexplanatory and do not call for any further comments.

During the year, no incidence of fraud as defined under Section 143(12) of the Companies Act, 2013, which is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013, has been reported by the Auditors to the Board of directors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Deepak Sharma & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year 2021-22. The report in respect of the Secretarial Audit carried out for the financial year 2021-22 in the Form MR-3 forms part of this Report as Annexure-B and does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is engaged in the business of providing infrastructural facilities viz., real estate development as defined under Schedule VI read with sub section (11) of section 186 of the Companies Act, 2013. Hence, the provisions of section 186 of the Companies act, 2013 are not applicable upon the Company.

However, the details of the loan, guarantee and investment made by the Company are given under Notes 5, 11 and 15 of the Financials Statements of the Company for the Financial Year ended 31st March, 2022.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO THE SECTION 188 (1) OF THE COMPANIES ACT, 2013

During the financial year, the Company has entered into various transactions with related parties. All related party transactions are undertaken in compliance with the applicable provisions of the Companies Act, 2013.

There were no related party transactions entered into by the Company with Directors, KMPs or other related parties which may have a potential conflict with the interest of the Company. Since all the related party transactions entered into by the Company during the financial year were at arm?s length basis and in ordinary course of business, no detail is required to be given in Form AOC-2. All transactions which are provided under Note No. 39 of the Financials Statement of the Company for the year 2021-22 with the related parties of the Company have been summarized in Form AOC-2 attached as Annexure C.

POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee of the Company, had framed a Policy for Nomination and Appointment of Directors. As required under Section 178 of the Companies Act, 2013 read with the Rules made thereunder, the Nomination and Remuneration Committee also recommended to the Board a Remuneration Policy for remuneration, to Directors, Key Managerial Personnels and Senior Management Personnel and other employees of the Company, which was duly approved by the Board. The Board on the recommendation of the Committee appoints the Senior Management Personnel from time to time. The Remuneration Policy of the Company is available on Company?s website at https://www.signatureglobal.in/investor.php.

DISCLOSURES RELATED TO COMMITTEES AND POLICIES

a.) AUDIT COMMITTEE-

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has constituted Audit Committee through resolution passed by Board in its meeting held on 14 th March, 2022 and also approved the terms of reference of the committee. As on the date of this report, the Audit Committee comprises of the following members:

Sr. No. Name of Member Committee Designation
1. Mr. Kundan Mal Agarwal Chairman cum Member
2. Mr. Chandra Wadhwa Member
3. Mr. Ravi Aggarwal Member

During the reporting year, no meeting of Audit Committee took place.

b.) NOMINATION AND REMUNERATION COMMITTEE-

In compliance with the provisions of the Section 178 of the Companies Act, 2013, Nomination and Remuneration Committee was constituted pursuant to resolution passed by Board in its meeting held on 23rd March, 2022 and last reconstituted pursuant to resolution passed by Board in its meeting held on 31st May, 2022. The scope and functions of the Committee are in accordance with Section 178 of the Companies Act and its terms of reference as stipulated pursuant to resolution passed by our Board in its meeting held on 23rd March, 2022. As on the date of this report, the Nomination and Remuneration Committee comprises of the following members:

Sr. No. Name of Member Committee Designation
1. Mr. Chandra Wadhwa* Chairman cum Member
2. Mr. Kundan Mal Agarwal Member
3. Mr. Pradeep Kumar Aggarwal Member
4. Mr. Venkatesan Narayanan Member

*In the meeting held on 31st May, 2022 Mr. Chandra Wadhwa was designated as the Chairman of the Committee in place of Mr. Kundan Mal Agarwal.

During the year, no meeting of Nomination and Remuneration Committee took place.

c.) STAKEHOLDERS? RELATIONSHIP COMMITTEE-

In compliance with the provisions of the Section 178 of the Companies Act, 2013, the Stakeholders? Relationship Committee was constituted pursuant to resolution passed by our Board in its meeting held on 23rd March, 2022 and last reconstituted pursuant to resolution passed by our Board in its meeting held on 31st May, 2022. The scope and functions of the Committee are in accordance with Section 178 of the Companies Act and its terms of reference as stipulated pursuant to resolution passed by our Board in its meeting held on 23rd March, 2022. As on the date of this report, the Stakeholders? Relationship Committee comprises of the following members:

Sr. Name of Member Committee Designation
No.
1. Mr. Chandra Wadhwa Chairman
2. Mr. Pradeep Kumar Aggarwal Member
3. Mr. Ravi Aggarwal Member

Mr. Kundan Mal Agarwal and Mr. Lalit Kumar Aggarwal ceased to be the member of the Committee w.e.f. 31st May, 2022 and Mr. Chandra Wadhwa and Mr. Ravi Aggarwal were appointed as member of the Committee w.e.f. 31st May, 2022.

In the meeting held on 31st May, 2022 Mr. Chandra Wadhwa was designated as the Chairman of the Committee in place of Mr. Kundan Mal Agarwal.

During the year, no meeting of Stakeholders? Relationship Committee took place.

d.) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE-

The Corporate Social Responsibility Committee was constituted by the Board in its meeting held on 17th September, 2019 and was last reconstituted by the Board in its meeting held on 31st May, 2022. The scope and functions of the Committee are in accordance with Section 135 of the Companies Act and the terms of reference of the Committee is as stipulated by the Board pursuant to resolution passed in its meeting held on 31st May, 2022.

As required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on the CSR activities is attached herewith as Annexure-D in the format prescribed including any statutory modifications/amendments thereto for the time being in force. As on the date of this report, the Corporate Social Responsibility Committee comprises of the following members:

Sr. No. Name of Member Committee Designation
1. Mr. Pradeep Kumar Aggarwal Chairman
2. Mr. Kundan Mal Agarwal Member
3. Mr. Lalit Kumar Aggarwal Member

Mr. Kundan Mal Agarwal was appointed as member of the Committee w.e.f. 14th March, 2022.

Mr. Ravi Aggarwal ceased to be the member of the Committee w.e.f. 31st May, 2022.

Mr. Lalit Kumar Aggarwal was appointed as member of the Committee w.e.f. 31st May, 2022.

During the period under review, CSR Committee met three times i.e. on 16th April, 2021, 29th September, 2021 and 31st March, 2022.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards Sexual Harassment of Women at Workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act?) and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and Complying with the other applicable provisions of the Act.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The disclosure to be made under sub section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by the Company are explained as under:

(a) CONSERVATION OF ENERGY-

(i) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY;

Most of Companies projects launched between Fiscal 2020 and Fiscal 2022 are certified by the Indian Green Building Council ("IGBC") in accordance with the IGBC green affordable housing system or have received EDGE certification in the affordable housing segment in Delhi NCR.

Company?s efforts towards sustainability have been recognized through various awards and recognitions including the Signature Global group being conferred the 8th IGBC Green Champion Award under the category of ‘Developer Leading the Green Affordable Housing Movement in India?.

For conservation & sustainable use of energy the Company is implementing Solar Panels, LED lights, Low VOC Paint & High performance Low-e Glazing on most of its projects which are very important factor for Green Building also.

(ii) THE STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY;

The Company is using Solar Panels during and after construction stage as an alternate source of energy.

(iii) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT;

The Company spent approx. Rs 22 Lakhs under capital investment on energy conservation equipments.

(b) TECHNOLOGY ABSORPTION-

(i) THE EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION;

The Company had taken initiatives towards digital journey and choose SAP (world class renowned ERP system, Sales force (world class CRM system), implementation is started effective from Aug 21 and Gone Live Effective April 22.

(ii) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST REDUCTION, PRODUCT DEVELOPMENT OR IMPORT SUBSTITUTION;

Broader benefits to move all IT operations on standard platforms considering the overall organizational growth and volume. Some of the benefits are articulated below;

• Single source of truth - One System across legal entities extended to Business partners and customers.

• Coverage of all the business processes and associated activities

• Integrated controls and financials across functions

• Automation enablement wherever necessary

• Near real time facilitation of Reports, Dashboards & MIS

• Mobile enabled key processes/ dashboards

• Scalable in terms of future growth both from application and infra standpoint

• Embedded Operational Analytics

• Access on the fly - choose the cloud model for whole Digital transformation with virtually zero business application system outage

(iii) IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARS RECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR)-

(a) THE DETAILS OF TECHNOLOGY IMPORTED;

MIVAN TECHNOLOGY: Mivan shuttering is a fast-paced construction technique which offers strength and durability to a building by use of aluminum formworks. It is much quicker than the traditional beam, column, and brick construction.

(b) THE YEAR OF IMPORT; From Financial Year 2019-20 to 2021-22

(c) WHETHER THE TECHNOLOGY BEEN FULLY ABSORBED; Yes

(d) IF NOT FULLY ABSORBED, AREAS WHERE ABSORPTION HAS NOT TAKEN PLACE, AND THE REASONS THEREOF; NA and

(iv) THE EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT NA

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO -There was no foreign exchange earning & outgo during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

During the year under review, there is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR-

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and consolidate its sectoral leadership.

The Board of Directors would like to express their sincere appreciation for assistance and cooperation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review. It will be the Company?s endeavour to nurture these relationships in strengthening business sustainability.

The Board of Directors offers their heartiest condolences to the family members for loss of their loved ones during the second wave of COVID-19 pandemic and are grateful and have immense respect for every person who risked his/ her life and safety to fight this pandemic.

PRADEEP KUMAR AGGARWAL
Chairman
DIN: 00050045
DATE: 24/09/2022
PLACE: Gurugram