Sikozy Realtors Ltd

Operating & Financial Performance & Internal Control:

Your company posted a Loss of Rs 13.77 Lacs in the financial year 2023-24 as compared to Net Loss of Rs 10.48 Lacs in the previous financial year 2022-23. The Company did not undertake any new projects during the financial year post the completion of existing project at Karjat and therefore there was no operational income recorded during the financial year .

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances.

Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Company's Policies on Remuneration, Whistle Blower and Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Company's website www.sikozyrealtors.in.

There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2024 and date of this Report of Directors.

Capital Reduction

During the financial year, your Company at it's Board Meeting held on February 13,2024 has approved the scheme of Capital Reduction and further ,the Scheme of Reduction of Capital was made pursuant to the provisions of Section 66 of the Companies Act, 2013 read with other Acts, Rules and Regulations, as may be applicable, as well as various other matters consequential or otherwise integrally connected herewith in the manner provided for in the scheme.

The purpose of the Scheme is Reduction of Equity Share Capital to undertake financial restructuring and reconstruction of the company whereby the company would write off carried forward accumulated losses of past years by reduction of 90% of its paid-up equity shares capital on proportionate basis so as to give true and realistic view of the value of the shares and present liner balance sheet of the company. In order to get fresh infusion of funds for the revival of business operations, which otherwise due to presence of continuous losses is not possible, the promoters of the petitioner company have proposed a restructuring in a manner that the accumulated losses gets cleaned up to the extent possible. Upon the Scheme becomes effective and after obtaining the necessary approvals, consent, permissions, the Subscribed, Issued and Paid -up capital of the Company shall stand reduced from Rs. 4,45,83,000/- (Rupees Four Crores Forty Five Lakhs Eighty Three Thousand) comprising of 4,45,83,000 (Four Crores Forty Five Lakhs Eighty Three Thousand) equity shares of Rs. 1/- (Rupees One only) each to INR 44,58,300/- (Rupees Forty Four Lakhs Fifty Eight Thousand and Three Hundred) divided into 44,58,300 (Forty Four Lakhs Fifty Eight Thousand and Three Hundred) equity shares of Rs. 1/- (Rupees One only) each by cancelling and extinguishing 4,01,24,700 (Four Crores One Lakh Twenty Four Thousand Seven Hundred) equity shares of Rs. 1/- (Indian Rupees One only) each, to write-off out of total accumulated losses of Rs. 4,01,24,700/- (Rupees Four Crores One Lakh Twenty Four Thousand Seven Hundred Only) be and is hereby authorized to set off the accumulated losses of the Company of Rs. 4,01,24,700 /- (Rupees Four Crores One Lakh Twenty Four Thousand Seven Hundred only) against the paid up capital of the Company from the equity shareholders in a proportionate manner with respect to their shareholding in a company without payment of any consideration to the aforesaid INR 4,01,24,700 (Four Crores One Lakh Twenty Four Thousand Seven Hundred Only) (“Capital Reduction”) in order to give true and fair view of books of accounts, on the terms and conditions as contained in the Scheme.

Since reduction of share capital is on proportionate basis, there shall not be any changes in the percentage shareholding of any shareholder of the Company.

During the year under review, the Company had consequent to the recommendation of the Audit Committee and approval of the Board of Directors of the Company at their respective meetings held on February 13, 2024; subject to the approval of the Members of the Company, the National Company Law Tribunal, Mumbai, BSE Limited and all other requisite approvals, as may be required; approved the Scheme of Arrangement i.e. Reduction of Share Capital of the Company (the Scheme) and had filed the draft Scheme with BSE Limited on March 30,2024 for seeking their “Observation Letter” on the draft Scheme.

The BSE Limited with vide its email dated 17^th May, 2024, has informed the management about the compliance of new BSE SOP circular dated 29/09/2023. Your Company's management is under process of complying with the new BSE SOP circular and complete the entire process for getting required approvals for No-objection Letter.

The management shall seek the approval of the members of the Company by way of special resolution for the proposed Reduction of Share Capital of the Company in future.

Statement on declaration given by independent directors under sub-section (6) of section 149:

The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid down under Section 149(6) of Companies Act, 2013, under Regulation 16(b) of SEBI (LODR) Regulations, 2015.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

The Company has not made any Loans or given Guarantees or provided security to any person and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013 during the financial year 2023-24.

Related Party Transactions:

There were no material contracts or arrangements entered by the company during the year, which attracts the provision of Section 188 of the Companies Act, 2013, therefore no disclosure has been given in Form AOC-2. Further, all related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business therefore the approval of shareholders was not required to be taken during the period. All Related Party Transactions are placed before the Audit Committee for approval.

There are no materially significant related party transactions made by the Company with promoters, directors, KMP or other designated persons which may have a potential conflict with the interest of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.sikozyrealtors.com.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conversation of Energy and Technology Absorption.

Foreign exchange earnings and outgo

During the year, the total foreign exchange used was NIL and total foreign exchange earned was nil.

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors based on evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors and Key Managerial Personnel

Appointments & Cessation.

During the financial year the following appointments took place;

Mr. Jigar Desai who was appointed as an Additional Non-Executive Director w.e.f 21.04.23 was regularized as a Non-Executive Director at the 31^st Annual General Meeting held on September 30,2023.

Mr. Mangesh Kesarkar appointed as a CFO w.e.f 21.04.23 & Manager w.e.f 02.09.2023

Mr. Parag Shah appointed as an Additional Non-Executive Director appointed w.e.f 21.04.23 & re-designated as an Independent Director w.e.f 06.09.2023.

Ms. Priyanka Garg was appointed as an Additional Non-Executive Independent Director w.e.f February 5,2024.

Further, Mr. Nilesh Raghani resigned as an Additional Director in Executive capacity & CFO w.e.f 01.04.2023.

As per provisions of the Companies Act, 2013 Mr. Jigar Desai is liable to retire by rotation under Section 152 of the Companies Act,2013 and being eligible offers himself for reappointment.

None of your Directors have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Managerial remuneration

The information required pursuant to Section 197 of the Companies Act, 2013 read rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, The prescribed particulars of employees required under section 134(3)(q) read with rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, in respect of employees of the Company is not provided, as there are no employees drawing remuneration of Rs. 8.50 lacs per month or Rs. 1.2 Crore, per annum during the year under review. However, for further information Annexure B may be referred.

Auditors & Audit eport. Statutory Auditors

Your Company at the 30^th AGM had approved the re-appointment of M/s BKG &ASSOCIATES as Statutory Auditor of the Company for period of 5 years who shall hold the office from conclusion of the 30^th Annual General Meeting to conclusion of 35th Annual General Meeting to be held for the financial year ending March 31, 2027.

Your financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review. The Statutory Auditors were present in the last AGM.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BKG & Associates., Statutory Auditors, in their report other than the those mentioned hereinbelow;

Material Uncertainty Related to Going Concern

We draw attention to Note no.30 of the Notes to the financial statements, the Company has reported a net loss of Rs 13.77 lakhs for the year ended 31st March, 2024 (Previous Year Rs 10.48 Lakhs) and, as of date has reported accumulated losses of Rs. 603.74 lakhs (Previous Year Rs. 589.96 Lakhs) which has resulted in substantial erosion of net worth of the Company.

Management view:

The Company has undertaken scheme of Capital Reduction wherein losses of Rs.40,124,700 is proposed to be write off against the equivalent amount of paid up capital.

In view of the fact that its current assets are more than its total outside liabilities and management is evaluating various options including starting a new line of business .

Therefore, financial statements of the Company have been prepared on a going concern basis.

Internal Auditors

Your Company continued to implement the suggestions and recommendations given by Internal Auditor to improve the control environment. Their scope of work includes review of processesfor safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. U.HEGDE & ASSOCIATES, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as “Annexure C”.

The report is self-explanatory and do not call for any further comments. There are some adverse remarks inthe report and their explanation as per the management is enclosed herewith.

a) Regulation 47 of SEBI Listing Regulations,2015 requires the listed entity to publish financial results in newspaper specified in Regulation 33 within 48 hours of conclusion of meeting of Board of Directors at which financial results were approved , the same was not complied for the all the four quarters.

Reply : :- The Company has started complying with the requirements from the FY 2024-25.

b) Closure of Trading Window not intimated on time for following quarter ended December 31,2023 as required under per Para 4 of Schedule B to the SEBI Insider Trading Regulation it is mandatory for all listed companies to close its Trading Window from the end of “every quarter” till 48 hours after the declaration of financial results.

Reply : The Company will be cautious in intimating the closure of window at the end of quarter as per SEBI PIT Regulations 2015

c) Regulation 2(1)(c) of SEBI Insider Trading Regulations requires of Appointment of Compliance Officer under the said regulation, the same has not been complied.

Reply : The Compliance function w.r.t Insider Trading Regulations is being handled by CFO & Company Secretary though there is no formal appointment made in this regard . The Company will take necessary steps in the forthcoming Board Meeting in formally designating the Senior Personnel as Compliance Officer.

d) Regulation 44 of SEBI Listing regulation requires the listed entity to disclose the Voting results within two working days of conclusion of General Meeting there was delay of 5 days in declaring the same.

Reply :The Company shall be cautious in future and shall timely comply with the requirements

e) Regulation 30 of SEBI Listing Regulations requires the listed entity requires the listed entity to make disclosure within prescribed time limit w.r.t Proceedings of Annual General Meeting however the same has not been complied within the prescribed time limit.

Reply :The Company shall be cautious in future and shall timely comply with the requirements

f) Submission of Disclosure by Promoter on encumbrance as required under Regulation 31(4) of The SEBI Takeover Code,2011 was not disclosed to the Stock Exchange.

Reply :The Promoter in this case has not created on encumbrance on any of his shares in the Company, therefore the details were not submitted. However, the Company shall take necessary steps to comply with the requirements.

g) Submission of shareholding pattern as required under Regulation 31 of SEBI Listing Regulation was not submitted within the prescribed time limit and BSE Ltd had levied the penalty of Rs.9,440/-on the Company.

Reply : The Company shall take necessary steps to comply with the requirement within prescribed time limit . h) Submission of the statement on shareholder complaints as required under Regulation 13(3) of SEBI Listing Regulation was not submitted within the prescribed time limit, BSE had levied the penalty of Rs.2,360/- on the Company.

Reply : The Company shall take necessary steps to comply with the requirement within prescribed time limit .

i) Non filing of Form MGT-14 as required under Section 179(3) of the Companies Act,2013 and rules made thereunder for appointment of Secretarial Auditor & Internal Auditor , appointment of Key Managerial Personnel.

Reply : The Company shall ensure that all filing with Ministry of Corporate Affairs are duly submitted within prescribed time limit

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's construction business for theFY 2023-24.

Insider Trading:

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and the Code of Conduct for Prohibition of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations,2015.

Annual Return :

Pursuant to the provision of Section 134(3)(a) and Section 92(3) of the Companies Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules ,2014, Annual Return of the Company as March 31,2024 is uploaded on website of the Company on company's Website www.sikozyrealtors.in.

Depository System

The Company's Equity Shares are compulsorily tradable in electronic form. As on March 31, 2024, out of the Company's total equity paid-up share capital comprising of 4,45,83,000 Equity Shares, only 1,76,65,000 Equity Shares were in physical form and the remaining capital is in dematerialized form. As per SEBI Notification No.SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LADNRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

Therefore, Members are requested to take necessary action to dematerialize their holdings.

Further as per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

Research & Development:

As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.

Website of The Company:

The Company maintains a website www.sikozyrealtors.inwhere detailed information of the company and its business are provided.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.sikozyrealtors.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Following details are also available on the website of the Companies on www.sikozyrealtors.in

1. The details of such familiarization programs

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the

Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the current financial year.

Failure to implement Corporate Action

During the FY 2023-2024 under review, there was no corporate undertaken by the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code, 2016 (IBC):

During the FY 2023-2024 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided

Management Discussion and Analysis Report:

Management's discussion and analysis Report is annexed herewith as “Annexure D”.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance in “Annexure E”.

Conversation of energy, technology absorption and foreign exchange earnings and outgo

During the financial year, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 with reference to Conservation of Energy and Technology Absorption. During the financial year, the total foreign exchange earned was nil and total foreign exchange expended during the financial was also nil.

Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward-looking statements.

Acknowledgments