Sita Enterprises LTD.

Report and Accounts 2021

SITA ENTERPRISES LIMITED

BOARD OF DIRECTORS

Mr. Ashok Tulsyan, Whole Time Director

Mr. Mukesh Sarswat, Independent Director

Mr. Sandeep S. Rathi, Independent Director

Smt. Sanju Tulsyan Smt. Sneha Tulsyan

COMPANY SECRETARY

Mrs. Shweta Mehta

CHIEF FINANCIAL OFFICER

Mr. V K Vora

BANKERS

Canara Bank Barclays Bank

AUDITORS

M/s. Patel Shah & Joshi Chartered Accountants

REGISTERED OFFICE

415-416, Arun Chambers, Tardeo Road, MUMBAI - 400 034.

CIN: L45202MH1982PLC026737

PHONE: 022 - 6662 7383 / 84 EMAIL: [email protected] WEBSITE: www.sitaenterprises.com

SITA ENTERPRISES LIMITED

N O T I C E

Notice is hereby given that the Thirty-Eighth Annual General Meeting of the members of Sita Enterprises Ltd. will be held on Thursday the 16[th] September, 2021 at 3.00 PM through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business:

Ordinary Business:

To receive, consider and adopt the Audited Financial Statements of the company for the year ended 31-03-2021 together with the Reports of the Directors and Auditors thereon.
To appoint a director in place of Mrs. Sanju Tulsyan (Director Identification Number: 00659808) who retires from office by rotation and being eligible offers herself for re-appointment.

Special Business:

Re-appointment of Mr. Ashok Tulsyan as Whole Time Director of the Company.

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

RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, and in accordance with the provisions of Section 152, 196, 203 and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof) read with Schedule V of the Companies Act, 2013, Mr. Ashok Tulsyan (Director Identification Number 00353156), Whole Time Director of the Company whose period of office is liable to expire on ninth August , two thousand twenty two and in respect of whom the Company has received a notice in writing from a Member proposing his re-appointment for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as Whole Time Director of the Company for a period from tenth August, two thousand twenty two to twenty ninth September, two thousand twenty four.

Re-appointment of Mr. Sandeep Rathi as an Independent Director of the Company.

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

RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV of the Act and other applicable provisions, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the re-appointment of Mr. Sandeep Rathi (holding DIN: 01996092), who is eligible for being re-appointed as an independent director and in respect of whom a notice in writing pursuant to section 160 of the Act has been received in the prescribed manner, be and is hereby ratified and approved for a period from thirtieth September, two thousand nineteen to twenty ninth September, two thousand twenty four. Resolved further that Mr. Sandeep Rathi being an Independent Director shall not be

required to retire by rotation as per the provisions of The companies Act, 2013 and other applicable rules and regulations.

By Order of the Board

Mumbai 13[th] August, 2021

Shweta Mehta Company Secretary

NOTES:

Explanatory Statement Pursuant to Section 102 of The Companies Act, 2013, relating to Special Business is annexed.
This Annual General Meeting (AGM) of the members of the Company is being held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) in compliance with the MCA and SEBI Circulars. The facility for the 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 the Notice.
Corporate Members are requested to send a scanned copy (in PDF / JPG format) of the Board Resolution authorizing their representatives to attend the AGM, pursuant to Section 113 of the Act, through e-mail at [email protected] with a copy marked to [email protected]
The Registers of Members and Transfer Books of the Company in respect of the Equity Shares of the Company will remain closed from 10[th] September, 2021 to 16[th] September, 2021, both days inclusive.
The facility for making/ varying/ cancelling nominations is available to shareholders. Nominations/ variations/ cancellations can be made by giving notice in Form SH-13 and SH-14 which can be obtained from the Share Department of the Company or Share Transfer Agent or from the MCA website- www.mca.gov.in.
Members are requested to contact Link Intime India Pvt. Ltd. (LIIPL), Share Transfer Agent of the Company, for consolidation of folios, transfer of physical shares into Demat form and other queries relating to their shares.
Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile number, Permanent Account Number (PAN), mandates, nominations,power of attorney, bank details and other changes, to their DPs in case of holdings in electronic form and to the LIIPL in case of holdings in physical form.
In compliance with applicable provisions, notice of the AGM along with Annual Report 2020-21 is being sent through electronic mode, to those members whose email addresses are registered with the Company/ Depositories. These will also be available on the Company’s website (www.sitaenterprises.com), BSE’s website (www.bseindia.com) and NSDL website (www.evoting.nsdl.com). Members who have not registered their e-mail addresses are requested to register the same with their Depository Participants (“DP”) in case the shares are held by them in electronic form and with LIIPL in case of physical form shares.
Members attending the AGM through VC / OAVM shall

be counted for the purpose of reckoning the quorum under Section 103 of the Act.

Members desirous of registering themselves as speaker shareholder or obtaining information on accounts and operations of the Company, are requested to address their queries at [email protected] from 13[th] September, 2021 to 15[th] September, 2021 till 5.00 p.m. mentioning their name, demat account number/folio number, email id, mobile number, so that the same could be suitably answered at the meeting/by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM, depending on availability of time.
The deemed venue for the Annual General Meeting shall be the Registered Office of the Company. Due to the pandemic, the AGM shall only be via VC/ OAVM, without any physical presence of shareholders at the said Registered Office.
In terms of Section 108 of the Act read with applicable provisions, the Resolutions for consideration at this AGM will be transacted through remote e-voting (facility to cast vote prior to the AGM) and also e-voting during the AGM. The Board of Directors of the Company (‘the Board’) have engaged the services of NSDL for E-voting and for conducting the AGM.
Ms. Swati Mittal (Membership No.22644), Practicing Company Secretary, has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The voting results along with the Scrutinizer’s report shall be placed on the Company’s website www.sitaenterprises.com and on the website of NSDL www.evotingnsdl.com and the same shall be communicated to the BSE Limited, where the shares of the Company are listed.
The instructions for members for remote e-Voting prior to AGM, e-voting at AGM and for joining Annual General Meeting are annexed.

Explanatory Statement Pursuant to Section 102 of The Companies Act, 2013 (“The Act”) Relating to Special Business:

a. Mr. Ashok Tulsyan has been appointed as a Whole Time Director of the Company till Ninth August, Two Thousand Twenty Two. It is proposed that his term may be further extended for a period up to Twenty Ninth September, Two Thousand Twenty Four. No remuneration, commission, allowances or other benefit shall be paid by the Company for this appointment. He holds the office as a director of the company subject to retirement by rotation and for reappointment by the members. Mr Ashok Tulsyan does not hold any whole time position (Director or otherwise) in other Companies. Mr. Ashok Tulsyan, Mrs. Sanju Tulsyan, spouse of Mr. Ashok Tulsyan and Mrs. Sneha Tulsyan, daughter of Mr. Ashok Tulsyan are interested in this resolution.
b. Mr. Sandeep Rathi has been acting as Independent Director on the Board of the Company. He was appointed for a period of ten years up to Twenty Ninth September, Two Thousand Twenty Four consisting of two consecutive terms of five years each subject to approval of members by requisite resolution as per the provisions of the Companies Act, 2013. After completion of his first term, he continues as an Independent Director subject to the ratification of his reappointment by the members now as per terms of his appointment and the applicable provisions. The Board after obtaining declaration of independence of the aforesaid

director and after satisfying itself about the independence of the aforesaid director in accordance with Section 149(6) of the Act and the listing agreement has recommended the re-appointment of the aforesaid director as Independent Director on the Board for a second term of five consecutive years. The Company has received notice(s) in writing from shareholder under Section 160 of the Companies Act, 2013, proposing the candidature for the appointment of aforesaid Independent Director.

None of the Directors of the Company other than the aforesaid Independent Directors are concerned or interested in the resolution for appointment as Independent Director.

The Board recommends the appointment of the aforesaid Independent Directors for a term of five consecutive years

Detail of Directors Seeking Appointment / Reappointment at the AGM:

Name	Sanju Tulsyan	Ashok Tulsyan	Sandeep Rathi
DIN	00659808	00353156	01996092
Date of Birth	27/01/1963	21/03/1957	10/07/1961
Date of Appointment	20/12/1993	16/01/1989	28/03/2003
Expertise	General Management	NBFC Business	Corporate Matters
Qualification	-	B.Com (Hons.),FCA	B.Com, FCA
No. of Shares held	63,900	1,30,500	Nil
No. of Board meetings Attended	5	5	5
Category	Director (Spouse of Mr. Ashok Tulsyan, Mother of Sneha Tulsyan - Promoter Directors in the Company)	Director (Spouse of Mrs. Sanju Tulsyan, father of Sneha Tulsyan - Promoter Directors in the Company)	Independent Director
Other Public Companies in which Directorship held	Goyal Housing and Finance Ltd.	Goyal Housing and Finance Ltd.	Nil
Member of the Committees of other Companies	Nil	Nil	Nil
Remuneration Drawn	Nil	Nil	Nil

By Order of the Board

Mumbai, 13[th ] August, 2021 Shweta Mehta Company Secretary

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING PRIOR TO AGM, E-VOTING AT AGM AND FOR JOINING ANNUAL GENERAL MEETING.

The remote e-voting period begins on Monday, the 13[th] day of September, 2021 at 09:00 A.M. and ends on Wednesday, the 15[th] day of September, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 9[th] September, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 9[th] September, 2021.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e- Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP 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.
Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 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 IN30012**.
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

Password details for shareholders other than Individual shareholders 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’?
- (i) 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’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) 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.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) 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 etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

How to cast your vote electronically and join General Meeting on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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] with a copy marked to [email protected].
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 go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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 1020 990 and 1800 22 44 30 or send a request to Shri Sanjeev Yadav at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail 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]. If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

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

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member 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.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
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.
Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. 9[th ] September, 2021, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e- voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 9[th ] September, 2021 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

SITA ENTERPRISES LIMITED

D I R E C T O R S ' R E P O R T

To The Members:

Your Directors have pleasure in submitting the ThirtyeighthAnnual Report of the Company together with the audited Annual Accounts showing the financial position of the Company for the year ended on 31[st] March 2021.

Management Discussion & Analysis

i) Industry structure and development: The company is a NonSystemically Important Non-Deposit taking Non-Banking Finance Company (NBFC) registered with Reserve Bank of India Act, 1934. The company is engaged in investments and finance.

ii) Opportunities & Threats: The Company keeps a close watch on the trends in industry for making investments and giving loans in accordance with its size of operations considering the possible threats due to external factors including the ongoing Covid-19 pandemic crisis.

iii) Segment-wise or product-wise performance: The Company operates only in the segment of finance and investment and as such there is no reportable segments wise or product wise performance.

iv) Outlook: With the ongoing Covid-19 pandemic crisis and other factors, the management is striving to achieve reasonable performance in the current financial year: 2021-2022.

v) Risks and concerns: The Company has exposure in shares, securities, properties, loans & advances and any adverse development in stock market and industry will have an impact on the Company’s performance.

vi) Internal control systems and their adequacy: The Company has adequate internal control systems commensurate for its limited operations. The Company has appointed Internal Auditors to observe the Internal Controls, and to assess that the workflow of the organization is being done through the approved policies of the Company. The observations of internal auditors are considered by the Audit Committee of the Board.

vii) Financial & Operational performance

The Financial and Operational performance during the year was as under:

er:
	Rupees in Lakhs
Gross Income	59.51
Gross Operating Profit	33.40
Provision for Taxation	5.40
Profit After Tax	28.00

Covid -19 Pandemic

The impact assessment of Covid-19 pandemic is a continuously evolving process, given its longevity and intensity. The company continues to monitor all material changes to future conditions arising due to pandemic. Management is of the view that at present there are no reasons to believe that the pandemic will have any substantial impact on the performance of the company. Nevertheless, the impact in sight of the evolution of pandemic in the future period is uncertain and could impact the future performance.

Dividend and Transfer to Reserves

Your Directors do not recommend any dividend for the year ended on 31[st] March 2021. An amount of Rs. One Lac has been transferred from surplus balance in Statement of Profit and Loss

to general reserve during the year. An amount of Rs. Six Lakhs has been classified as special reserve as per RBI guidelines.

Directors and Key Managerial Personnel

Mrs. Sanju Tulsyan retires from the Board by rotation and being eligible, offers herself for re-appointment as director at the ensuing Annual General Meeting of the Company. At the said meeting the re-appointment of Mr. Ashok Tulsyan as a Whole Time Director and ratification of re-appointment of Mr. S. Rathi as an independent director shall also be placed for consideration of shareholders for approval by appropriate resolutions. Both these appointments shall be for period up to twenty-ninth September 2024. The appointment of Mr. Ashok Tulsyan as Whole Time Director shall continue to be without any remuneration, perks or benefits payable to him.

During the year five board meetings were convened and held.

The Independent Directors of the company have given declarations under Section 149(7) of the act that they meet the criteria of independence as provided under Section 149(6) of the Act.

Apart from sitting fees paid to the independent directors no other remuneration is paid to directors. Commensurate with the very limited size of operations of the company the Board has, on recommendation of Nomination and Remuneration Committee -

i) Framed a policy for selection and appointment of Directors and Senior Management and their remuneration. As per company’s policy the independent director should possess fair professional qualification, sound ethics and attributes, and should meet the criteria of independence.

ii) Adopted a framework for performance evaluation of the Board, its Committees, individual directors and chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

NBFC Activities

The Company is classified as an Investment and Credit Company (NBFC-ICC) as per RBI guidelines. The Company is not accepting/holding public deposits and as such no amount on account of principal or interest on public deposit was outstanding on the date of balance sheet.

Particulars of Loans, Guarantees or Investment

The Company being an NBFC registered with Reserve Bank of India, the provisions of section 186 of The Companies Act, 2013 are not applicable to it.

Audit Committee

The Company has constituted an audit committee with Mr. S Rathi, Mr. Mukesh Sarswat and Mr. A. Tulsyan as members.All recommendations of the audit committee have been accepted by the board.

Directors’ Responsibility Statement

To the best of their knowledge and belief, and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(C) of the act:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. That 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 at the end of the financial year and of the profit and loss of the company for that period.
c. That the directors have taken proper and sufficient care 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.
d. That the directors have prepared the annual accounts on a going concern basis.
e. That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively.
f. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Related Party Transactions

Related party transactions were on arm’s length basis and were in the ordinary course of the business. Details of the transactions with Related Parties are provided in the accompanying financial statements. There was no transaction during the year which would require to be reported in Form AOC.2.

Statutory Auditors

M/s. Patel Shah & Joshi, Chartered Accountants, are the statutory auditors of the company. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Report on the financial statements for the period.

Secretarial Auditors

Swati Mittal, the secretarial auditors, has given a Secretarial Audit Report in form MR3 for the period. There are no qualifications, reservations or adverse remarks or disclaimers made by her in the Report.

Risk Management Policy

Commensurate with its very limited size of operations the Company is keeping a close watch on the trends in industry for lending of funds and making investments. It is also considering the possible threats due to external factors.

Corporate Social Responsibility

It is your company’s belief that its primary goal is to fulfill responsibility towards all its constituents i.e., shareholders, customers, government, regulatory bodies, etc. The company maintains fair and ethical practices in its dealings as part of its social responsibility. Further provisions of section 135 of the act and submission of corporate governance report are not applicable to the company.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful, or improper practices, acts or activities and to prohibit any adverse action against those who report such practices in good faith. The Whistle-Blower Policy is disclosed on the website of the Company.

Other Information

The disclosure under Section 197 of the Companies Act, 2013 has been annexed to this report. The company has no employee of the category specified in Section 197(12) of the Act.

The Company has not consumed any significant quantity of energy; therefore, no comments are made on conservation of energy and technology absorption. There has been no foreign exchange income/outflow during the year under review. The provision of cost audit is not applicable to the Company.

The shares of the company are listed at BSE Limited (Bombay Stock Exchange). The company has paid the due listing fees to the exchange.

There have been no other material changes and commitments, if any, affecting the financial position of the company, which have occurred between the end of the financial year and date of the report. During the year - there has been no change in nature of business conducted by the company, there has been no change in share capital, no share has been transferred in suspense account, no fraud has been reported to the audit committee, no order or penalty was passed against the company by any authority.

The Company has the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

The company is following the guidelines of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There have been no cases reported during the year.

The Company is giving effect to various compliances applicable to it and adopting policies commensurate with its limited size of operations.

The board places on record its appreciation for the continued support and cooperation extended by employees, customers, bankers, and all other constituents.

On behalf of the Board

Mumbai, 28[th] June, 2021 A. Tulsyan S. Tulsyan Director Director

Annual Return

In accordance with Section 134(3)(a) of the act, an extract of the Annual Return in form MGT-9 is annexed. A copy of annual return shall also be placed on the website of the company– www.sitaenterprises.com.

Subsidiaries, Associates and Joint Ventures

The company does not have any subsidiary or joint venture. The company has an associate company namely - Bombay Mercantile & Leasing Company Ltd. The accounts of this associate concern have not been consolidated with that of the company as there is no requirement for the same as per provisions of Accounting Standard - Ind (AS) 28. for the reasons mentioned in the prescribed form AOC– I, annexed separately.

SITA ENTERPRISES LIMITED

Annexure to the Directors’ Report

Information under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 20202021 [Not Applicable – Please see note Below.]

(ii) The percentage increase in remuneration of each Director, Managing Director & Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company in the financial year 2020-21. Mr. V.K.VoraChief Financial Officer (increase) 9.75%, Company Secretary (increase) 11.28%.

(iii) The percentage increase / decrease in the median remuneration of employees in the financial year 2020-21 (Increase) 11.28%

(iv) The number of permanent employees on the rolls of Company- Three (v) The explanation on the relationship between average increase / decrease in remuneration and Company performance (Profit before tax decreases by 43.04%). The overall increase in remuneration was 3.31%.

(vi) Comparison of the remuneration of the Key managerial Personnel against the performance of the Company. [ Not Applicable – Please see note Below.]

(vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Market Capital as on 31-03-2020was Rs. 292.50 Lakhs and as on 31-032021 was Rs.335.10 Lakhs. EPS as on 31-03-2020was Rs.1.87 and as on 3103-2021was Rs.0.93. The last public offer for equity shares of the company was an offer for sale made in 1994-95 for 7.5 Lakhs equity shares of Rs. 10/each at par. The market quotation (BSE Closing price of a single equity share of company as on 31-03-2021 was Rs. 11.17 representing a 14.56% increase from the closing price as on 31-03-2020.

(viii) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. [ Not Applicable – Please see note below.]

(ix) The comparison of each remuneration of Key Managerial Personnel against the performance of the Company during the Financial Year 20202021 is as: [ The amount paid to key managerial personnel during the year was 8.50% of total gross revenue and 18.05% of profit after tax.]

(x) The key parameters for any variable component of remuneration availed by the Directors. [ Not Applicable – Please see note Below.]

(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. [ Not Applicable – Please see note Below.]

(xii) Affirmation that the remuneration is as per the Remuneration Policy of the Company.

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company. [ Not Applicable – Please see note Below.]

AOC - I

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to subsidiaries or Associates Companies or Joint Ventures.

Part – A – Subsidiaries – Not Applicable (No Subsidiary)

Part – B – Associates

		Name of Associates	Bombay Mercantile & Leasing Company Ltd.
		1. Latest audited Balance Sheet Date	31/03/2020
		2. Date on which the Associate wasassociated	01/04/2002
		3. Shares of Associate Company held by the company on the year end
		Number of Shares	12,05,000
		Amount of Investment in Associates (Rs. in Lakhs)	180.75
		Extent of Holding (inpercentage)	48.98
		4. Description of how there is significant influence	No significant influence as per Ind AS 28
		5. Reason why the associate is not consolidated	* As per note below
		6. Net worth attributable to shareholding as per latest audited Balance Sheet(Rs. in Lakhs)	348.17
		7. Profit or Loss for the year(Rs. in Lakhs)	22.90
		i. Considered in Consolidation (Rs. in Lakhs)	-
		ii. Not Considered in Consolidation (Rs. in Lakhs)	22.90

The company (SEL) does not have significant influence over BombayMercantile and Leasing Company Ltd. (BML) in terms of provisions of Accounting Standard - Ind AS 28 as there is no - (a) Representation on the board of directors or equivalent governing body of the investee; (b) participation in policy making processes, including participation in decisions about dividends or other distributions ; (c) material transactions between the entity and its investee; (d) interchange of managerial personnel; or (e) provision of essential technical information. Joint Ventures – Nil

Name of Associates or joint ventures which are yet to commence operation – NA

Name of Associates or joint ventures which have been liquidated or sold during the year – NA

For and on behalf of the Board

A Tulsyan S. Tulsyan Director Director

NOTES

Apart from sitting fees of Rs.50,000/- paid to independent directors no remuneration was paid to directors. Payments to Key ManagerialPersonnel (KMP) – Rs.1,80,000/- to Company Secretary and Rs. 3,25,571/- to CFO. The company maintains the minimum number of employees for day-to-day affairs and this remuneration is in line with the basic needs. Clause no. i, vi, viii, x, xi, xii are not applicable / relevant / material. There are no employees in the company covered by provisions of section 197(12) of the Companies Act, 2013 read with rule 5 (2) 7 5 (3) of the companies (Appointment and remuneration of managerial personnel) Rules, 2014 for which particulars are required to be furnished.

Shweta Mehta V K Vora Company Secretary Chief Financial Officer

Mumbai, 28[th] June, 2021

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31[st] March 2021

Pursuant to Section 92 (3) of the Companies Act, 2013 & rule 12(1) of the Company (Management & Administration) Rules, 2014.

REGIS	TRATION & OTHER DETAILS:
i	CIN	L45202MH1982PLC026737
ii	Registration Date	22ndMarch,1982
iii	Name of the Company	SITA ENTERPRISES LIMITED
iv	Category/Sub-categoryof the Company	Companyhavingshare capital
v	Address of the Registered office & contact details	415-416, ARUN CHAMBERS, TARDEO ROAD,MUMBAI– 400 034
vi	Whether listed company	YES at BSE Limited
vii	Name, Address & contact details of the Registrar & Transfer Agent, if any.	Link Intime India Pvt. Ltd C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai – 400083. Tel:022 – 49186000

II	PRINC	IPAL BUSINESS ACTIVITIES OF THECOMPANY	IPAL BUSINESS ACTIVITIES OF THECOMPANY	IPAL BUSINESS ACTIVITIES OF THECOMPANY	IPAL BUSINESS ACTIVITIES OF THECOMPANY
	All the b	usiness activities contributing10% or more of the total turnover of the comp				anyshall be stated
	Name &	Description ofmain products/services					NIC Code of the Product /service			%		to total turno of the compan	ver y
	Financia	l Services(NBFC activities)					99711					100

III	PARTI	CULARS OF HOLDING , SUBSIDIARY& ASSOCIATECOMPANIE				S / CONCERNS
	Sr. no.	Name & Address of the Company				C	IN/ GLN No.		Holding/ Subsidiary/ Associate			% of Shares Held	Applicab le Section
	1	Bombay Mercantile & Leasing Company Limited 415-416, Arun Chambers, Tardeo Road, Mumbai - 400034				U51900	MH1984PTC032615		Associate			48.98	2(6)

IV	SHAR	EHOLDING PATTERN (Equity Share capital Breakup as % of total Equity)
i)	Category-wise Share Holding
	Category of Shareholders		No. of Shares held at the beginningof theyear				No. of Shares held		at the end of theyear				% change during the year
			Demat	Physical	Total	% of Total Shares	Demat	Physical	Total		%	of Total Shares
A			Promoters
(1)			Indian
	a)Individual/HUF		823500		823500	27.45	823500		823500			27.45	-
	b)Central or State Govt.
	c)Bodies Corporate		1426500		1426500	47.55	1025398		1025398			34.18	-
	d)Bodies Corporate - LLP						401102		401102			13.37
	e)Bank/FI
	f) Any other
	SUB TOTAL: (A) (1)		2250000		2250000	75.00	2250000		2250000			75.00	-
(2)	Foreign		-	-	-	-	-	-	-			-	-
	SUB TOTAL:(A) (2)
	Total Promoter Shareholding (A) =(A)(1)+(A)(2)		2250000		2250000	75.00	2250000		2250000			75.00	-

i)	Category-wise Share Holding (Continued)
	Category of Shareholders		No. of Shares held at the beginningof theyear				No. of Shares held a		t the end of theyear				% change during the year
			Demat	Physical	Total	% of Total Shares	Demat	Physical	Total		%	of Total Shares
B	Public Shareholding
(1)	Institutions		-	-	-	-	-	-	-			-	-
	SUB TOTAL:(B) (1)
(2)	Non-Institutions
	a)Bodies Corporate
	i)Indian		12551	55500	68051	2.26	12477	55500	67977			2.26	-0.01-
	ii)Overseas
	b)Individuals
	i) Individual shareholders holdingnominal share capital up to Rs.1 lakh		301625	159200	460825	15.36	294123	158000	452123			15.07	-0.29
	ii) Individuals shareholders holding nominal share capital in excess of Rs.1 lakh		109948	74700	184648	6.15	119298	74700	193998			6.46	+0.31
	c)NBFCs Registered withRBI		0	0	0	0	0	0	0			0	0
	d)Others(specify)
	i) Hundu Undivided Family		36419	0	36419	1.21	35893	0	35893			1.20	-0.01
	ii)Non Resident Indians		57		57	0.01	0	0	0			0	-0.01
	iii) Clearing member		0	0	0	0	9	0	9			0.01	+.01
	SUB TOTAL: (B) (2)		460600	289400	750000	25.00	461800	288200	750000			25.00

	Total Public Shareholding (B)= (B)(1) + (B)(2)		460600	289400	750000	25.00	461800	288200	750000			25.00

C	Shares held by custodian for GDRs & ADRs
	GRAND TOTAL:(A+B+C)		2710600	289400	3000000	100	2711800	288200	3000000			100

ii)	Shareholding of Promoters	Shareholding of Promoters
	Sr. No	Shareholders’ Name	Shareholding at the beginning of the year (01/04/2020)			Shareholding at the end of the year (31/03/2021)
			No.of Shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	No.of Shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	% change in shareholding during the year
	1	BombayMercantile & LeasingCo. ltd	1025398	34.1799	-	1025398	34.1799	-	-
	2	Ashok Tulsyan HUF	600000	20.0000	-	600000	20.0000	-	-
	3	Abhinandan Textiles AndTradersLLP. *	375000	12.5000	-	375000	12.5000	-	-
	4	Ashok Kumar Tulsyan	130500	4.3500	-	130500	4.3500	-	-
	5	Sanju Tulsyan	63900	2.1300	-	63900	2.1300	-	-
	6	Shanti Devi Tulsyan	27100	0.9033	-	27100	0.9033	-	-
	7	Sita EquityLLP *	15602	0.5201	-	15602	0.5201	-	-
	8	Tulsyan Products LLP *	10500	0.3500	-	10500	0.3500	-	-
	9	Anjua Tulsyan	1000	0.0333	-	1000	0.0333	-	-
	10	Sneha Tulsyan	1000	0.0333	-	1000	0.0333	-	-
	TOTAL		2250000 75.00 - 2250000 75.00 - -
iii)	Change in Promoters’ Shareholding
	There are no changes in thepromoter’s shareholdings duringthe financialyear 2020-21. *(converted from Private Limited Company)

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

iv)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

	Sr. No.	Shareholders’ Name	Shareholding at 01/04/2020 / 31/03/2021 of theyear		Date	Increase/ Decrease in shareholding	Reason	Cumulative Shareholding during theyear (01/04/2020 to 31/03/21)
			No. of Shares	% of total shares of the company				No. of Shares	% of total shares of the company
	1	CHARM FISCAL COMPANY PVT.LTD.	52900	1.7633	1 Apr 2020	0
			52900	1.7633	31 Mar 2021			52900	1.7633
	2	MANMOHAN R. PRAHALADKA	18865	0.6288	1 Apr 2020	0
			18865	0.6388	31 Mar 2021			18865	0.6288
	3	AMIT HUKMICHAND HEDA	15000	0.5	1 Apr 2020	0		15000	0.5000
					27 Nov 2020	-1534
			13466	0.4489	31 Mar 2021			13466	0.4489
	4	SUMAN DEVI BAGARIA	52350	1.745	1 Apr 2020	0
			52350	1.745	31 Mar 2021			52350	1.745
	5	MUKESH KUMAR BAGERIA	17390	0.5797	1 Apr 2020	0
			17390	0.5797	31 Mar 2021			17390	0.5797
	6	DEEPAK HARLALKA	25208	0.8403	1 Apr 2020	0
			25208	0.8403	31 Mar 2021			25208	0.8403
	7	SANGEETA PAWAN KHETAN	25300	0.8433	1 Apr 2020	0
			25300	0.8433	31 Mar 2021			25300	0.8433
	8	NILESH PAWAN KHETAN	25100	0.8367	1 Apr 2020	0
			25100	0.8367	31 March 2021			25100	0.8367
	9	SATYANARAYAN KHETAN	24300	0.8111	1 April 2020	0
			24300	0.8111	31 March 2021			24300	0.8111
	10	RAJ KUMAR LOHIA	11733	0.3911	1 Apr 2020	0
			11733	0.3911	31 March 2021			11733	0.3911
*T – Tr	ansfer
v)	Shareholding of Directors and Key Managerial Per		sonnel(KMP)
	Sr. No.	Shareholders’ Name	Shareholding at the beginning (01/04/2020)/ end (31/03/2021) of theyear		Date	Increase/ Decrease in shareholding	Reason	Cumulative Shareholding during the year (01/04/20 to 31/03/21)
			No. of Shares	% of total shares of the company				No. of Shares	% of total shares of the company
	A	Directors
	1	ASHOK TULSYAN	130500	4.35	01 Apr 2020	-
			130500	4.35	31 Mar 2021			130500	4.35
	2	SANJU TULSYAN	63900	2.13	01 Apr 2020	-
			63900	2.13	31 Mar 2021			63900	2.13
	3	SNEHA TULSYAN	1000	0.03	01 Apr 2020
			1000	0.03	31 Mar 2021			1000	0.03
	4	MUKESH SARSWAT	0	0	01 Apr 2020
			0	0	31 Mar 2021			0	0
	4	SANDEEP RATHI	0	0	01 Apr 2020
			0	0	31 Mar 2021			0	0

	B	Key Managerial Personnel(KMP)- Nil Shareholding

V INDEBTEDNESS

The Company had no indebtedness with respect to secured or unsecured Loans or Deposits during the financial year 2020-21

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Whole Time Director – NIL, Independent Directors - sitting fees paid to Mr. Sandeep Rathi - Rs. 25,000/- and to Mr. Mukesh Sarswat- Rs.25,000/. Key managerial Personnel – Paid to Company Secretary - Mrs. Shweta Mehta Rs. 1,80,000 /-and to CFO - Mr. V K Vora - Rs. 3,25,571/-

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES – NIL

FORM MR-3

SECRETARIAL AUDIT REPORT

FOR FINANCIAL YEAR ENDED ON 31 MARCH,2021

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

To,

The Members, SITA ENTERPRISES LIMITED 415/416, Arun Chambers, Tardeo Road, Mumbai -400034. Maharashtra - India

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sita Enterprises Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided to me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the companyand also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanisms in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of;

The Companies Act, 2013 (the Act) and the rules made there under;
The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under;
The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;
Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 ( ‘ SEBI Act’);
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 – Not applicable as the company has not issued any shares during the year under review;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable as the Company has not issued any shares/options to directors/employees under the said guidelines / regulations during the year under review;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable as the Company has not issued any debt securities which were listed during the year under review;
(f) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted / proposed to delist its equity shares from any Stock Exchange during the year under review;
(h) The Securities and Exchange Board of India (SEBI (Buyback of Securities ) Regulations, 2014 - Not applicable as the Company has not bought back or proposed to buy-back any of its securities during the year under review.
Other Laws applicable to the Company ;
i. The Reserve Bank of India Act, 1934;
ii. Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.
I have also examined compliance with the applicable clause of the following;
I. The Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.
II. The Listing Agreements entered into by the Company with BSE & NSE and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

I further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with my letter of even date which is annexed as “ANNEXURE A” and forms an integral part of this report.

Swati Mittal Practicing Company Secretary

(Swati Mittal) FCS No.: 60360 C P No.: 22644 UDIN No.: A060360C000481374

Place: Kolkata Date: 18/06/2021

“ANNEXURE A”

To,

The Members,

SITA ENTERPRISES LIMITED

415/416, Arun Chambers, Tardeo Road, Mumbai - 400034. Maharashtra - India

My report of even date is to be read along with this letter.

Management’s Responsibility

It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
In response to my queries during the course of audit, wherever required, I have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.
The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on a test basis.

Disclaimer

I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.
Due to the pandemic caused by Covid–19 and prevailing lockdowns/restrictions on movement of people imposed by the Government, for the purpose of issuing this report, I have conducted my audit remotely based on the records and information made available to me by the Company electronically.
The secretarial audit report to the members in form no. MR3 under Section 204(1) of the Companies Act, 2013, for the period up to 31March, 2020 and other reports filed with the stock exchanges for the period up to31March,2021 were issued by another firm of Company Secretaries. I have relied upon these reports and certificates while issuing my report.

Swati Mittal

Practicing Company Secretary

(Swati Mittal) CS No.: 60360 C P No.: 22644 UDIN No.: A060360C000481374

Place: Kolkata Date: 18/06/2021

Independent Auditor’s Report

To the Members of Sita Enterprises Limited Report on the audit of financial statements

Opinion

We have audited the accompanying standalone financial statements of Sita Enterprises Limited (“the Company”), which comprise the balance sheet as at March 31 2021, the statement of profit and loss, including the detail of other comprehensive income, the statement of changes in equity and the cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the CompaniesAct, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard (Ind-AS) and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. 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 Act and the Rules there under, 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 audit opinion on the Ind-AS financial statements.

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 for the financial year ended March 31, 2021. These matters, if any, are addressedin the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no such key audit matters to be communicated in our report.

Other Information

The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report but does not include the financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the applicable laws and regulations.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 reasonable and prudent; and the 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 misstatement, whether due to fraud or error.

In preparing the 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 doso. Those Board of Directors are also 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 based on these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, 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 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has an adequate internal financial controls system 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 management.
Conclude on the appropriateness of management’s 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 statements or, if such disclosures are inadequate, to modify our 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a 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 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 matters, 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 other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

“Annexure B” to thisreport;

g) In our opinion, the managerial remuneration for the year ended March 31, 2021, has been paid / provided by the Company to its directors in accordance with the provisions of section 197(16) read with Schedule V to the Act;
h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company did not have any pending litigation which impact on its financial positions;
ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and
iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

For Patel Shah & Joshi Chartered Accountants, Firm Registration No.107768

Jayant I. Mehta Partner Membership No. 42630 UDIN: 21042630AAAADO5885

Mumbai, 28[th] June, 2021

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

I. 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 Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of theOrder.
II. 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, statement of changes in equity and the statement of cash flows 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 Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) On the basis of the written representations received from the directors as on March 31, 2021, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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 with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in

Annexure – A

Referred to in Paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our Report of even date

Re: SITA ENTERPRISES LIMITED(“the Company”)

I. During the year the company did notown any fixed assets
II. The Company’s business does not involve inventories.
III. The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
IV. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act 2013 with respect to loans and investments made.
V. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
VI. The Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.
VII. a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax and other material dues applicable to it. The provision relating to custom duty, provident fund, employees’ state insurance, Goods and service taxare currently not applicable to the Company. b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax were outstanding, at the year end, for a period of more than six months from the date they became payable.
VIII. There has been no borrowing or loans from financial institutions, bank or debenture holders or government during the year in the company.
IX. The Company has not raised any money by way of initial public offer, further public offer (Including debt instruments) and term loans.
X. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
XI. Apart from sitting fees paid to independent directors no managerial remunerationas per the provisions of section 197 of the Companies Act, 2013has been paid / provided by the company during the year.
XII. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 of the order are not applicable to the Company and hence not commented upon.
XIII. In our opinion and according to the information and explanations given to us, transactions with the related parties are following section 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.
XV. In our opinion and according to the information and explanations given by the management, the Company has not entered any non-cash transactions with directors or persons connected with him.
XVI. We report that the Company is a Non-Banking Finance Company (NBFC) it has been registered as an NBFC under section 45-IA of the Reserve Bank of India Act, 1934.

For Patel Shah & Joshi Chartered Accountants Firm Registration No. 107768W

Jayant I. Mehta Partner Membership No. 42630

Mumbai, 28[th] June 2021 UDIN: 21042630AAAADO5885

Annexure – B

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 Sita Enterprises Limited(“the Company”) as of March 31, 2021, 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. 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 the 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.

Auditor’s 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 as specified 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 internal financial controls system over financial reporting.

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 financial 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 has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, 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.

For Patel Shah & Joshi Chartered Accountants, Firm Registration No.107768W

Jayant I. Mehta Partner Membership No. 42630 Mumbai, 28[th] June 2021 UDIN: 21042630AAAADO5885

SITA ENTERPRISES LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2021

		Rupees
P A R T I C U L A R S Note No.	As at 31-March-2021	As at 31-March-2020
I ASSETS 1 Financial Assets Cash and Cash Equivalents 4 4,71,936 Trade Receivables 5 3,41,80,486 Loans 6 1,13,00,000 Investments 7 2,48,90,895 7,08,43,317 2 Non Financial Assets Current Tax Assets (Net) 4,75,377 Investment Property 8 3,54,62,765 3,59,38,142 TOTAL ASSETS 10,67,81,459 II LIABILITIES AND EQUITY 1 Liabilities Financial Liabilities Trade Advances Received 8,00,000 Sundry Payables 16,800 Non Financial Liabilities Current Tax Liabilities 5,40,000 Contingent Provisions 2,50,000 Total Liabilities 16,06,800 2 Equity Equity Share Capital 9 3,00,00,000 Other Equity 10 7,51,74,659 Total Equity 10,51,74,659 TOTAL LIABILITIES AND EQUITY 10,67,81,459 Notes forming part of the financial statements - 1 to 18		11,10,137 2,96,22,463 1,69,70,229 2,21,40,235
		6,98,43,064 2,53,952 3,41,00,043
		3,43,53,995 10,41,97,059
		12,50,000 22,700 3,00,000 2,50,000
		18,22,700 3,00,00,000 7,23,74,359
		10,23,74,359 10,41,97,059

As per our report attached For PATEL SHAH & JOSHI Firm Registration No. 107768W Chartered Accountants S. Tulsyan Director Jayant I. Mehta Membership No: 42630 Partner V K Vora Chief Financial Officer MUMBAI, 28 June, 2021 Director Shweta Mehta Company Secretary For and on behalf of the Board A.Tulsyan

SITA ENTERPRISES LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

		Rupees
P A R T I C U L A R S Note No.	Year Ended 31-March-2021	Year Ended 31-March-2020
I INCOME Revenue from Operations Interest and Receivables Financing Income 11 Dividend Income 12 Net gain on fair value changes 13 Other Operating Income 14 Total Revenue from Operations Other Income Total Income II EXPENSES Impairment on Financial Instruments 15 Employee Benefit Expense 16 Other Expenses 17 Total Expenses III Profit before Exceptional Items and Tax IV Exceptional Items V Profit before Tax VI Tax Expense (1) Current tax (2) Deferred tax (3) Income tax for earlier year Total Tax VII Profit for the year VIII Other Comprehensive Income IX Total Comprehensive Income for the year X Earning per equity share (Face Value of Rs.10): (1) Basic (in Rs.) (2) Diluted (in Rs.) Notes forming part of the financial statements - 1 to 18	47,02,869 43,956 10,62,007 1,41,836 59,50,668 - 59,50,668 12,68,643 5,35,571 8,06,154 26,10,368 33,40,300 - 33,40,300 5,40,000 - - 5,40,000 28,00,300 - 28,00,300 0.93 0.93	47,45,132 88,201 30,02,358 -
		78,35,691 9,486 78,45,177
		2,78,702 5,18,396 11,83,236
		19,80,334
		58,64,843 -
		58,64,843 3,00,000 - (34,280)
		2,65,720 55,99,123
		-
		55,99,123
		1.87 1.87
As per our report attached For and on behalf of the Board For PATEL SHAH & JOSHI Firm Registration No. 107768W Chartered Accountants Jayant I. Mehta Membership No: 42630 Partner A.Tulsyan S. Tulsyan Director Shweta Mehta V K Vora Company Secretary Chief Financial Officer Director

MUMBAI, 28 June, 2021

SITA ENTERPRISES LIMITED

STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH 2021

		Rupees
P A R T I C U L A R S	For the Year Ended 31-March-2021	For the Year Ended 31-March-2020
Cash Flow from Operating Activities: Net profit before tax and Extraordinary items Adjustments for: Net (gain) / loss on investments Depreciation (Profit)/Loss on sale of fixed assets Operating Profit Before Working Capital Changes Adjustments for: 1. Receivables 2. Loans 3. Current Tax Assets (Net) 4. Financial Laibiliies 5. Non Financial Liabilities Cash Generated from Operations Direct Taxes paid Net Cash from Operating Activities.........A Cash Flow from investing Activities Purchase of Fixed Asset Sale of Fixed Assets Purchase of Investment Sale of Investment Net Cash Used in Investing Activities.........B Cash Flow from Financing Activities: Net Cash Flow from Financing Activities.........C Net increase/(decrease) in Cash and Cash equivalents (A+B+C) Cash and Cash equivalents Opening Balance Cash and Cash equivalents Closing Balance Note: Figures in brackets represent outflows. Notes forming part of the financial statements - 1 to 18	33,40,300 (10,62,007) - - 22,78,293 (45,58,023) 56,70,229 (2,21,425) (4,55,900) 2,40,000 29,53,174 (5,40,000) 24,13,174 - - (1,10,60,768) 80,09,393 (30,51,375) (6,38,201) 11,10,137 4,71,936	58,64,843 (30,02,358) - -
		28,62,485 (2,46,22,463) 19,54,630 (37,249) 5,900 25,000
		(1,98,11,697) (2,65,720)
		(2,00,77,417)
		- - (3,19,78,926) 5,26,31,583
		2,06,52,657
		5,75,240 5,34,897 11,10,137
As per our report attached For PATEL SHAH & JOSHI Firm Registration No. 107768W Chartered Accountants Jayant I. Mehta Membership No: 42630 Partner MUMBAI, 28 June, 2021	A.Tulsyan S.Tulsyan Director Director Shweta Mehta V K Vora Company Secretary Chief Financial Officer For and on behalf of the Board

SITA ENTERPRISES LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021

	Rupees
A. EQUITY SHARE CAPITAL
P A R T I C U L A R S	Note 31-March-2021 31-March-2020
Balance at the beginning of the reporting period Changes in equity share capital during the year Balance at the end of the reporting period	18.9 3,00,00,000 3,00,00,000 - - 3,00,00,000 3,00,00,000
B. OTHER EQUITY
P A R T I C U L A R S	General Reserve Special Reserve Retained Earnings Reserves and Surplus Total Other Equity
Balance as at 01/04/2019 Profit for the year 2019-20 Other comprehensive income for the year (net of tax) Transfer to special reserves from general reserves & retained earnings Transfer to general reserves from retained earnings Balance as at 31/03/2020 Balance as at 31/03/2021 Balance as at 01/04/2020 Profit for the year 2020-21 Other comprehensive income for the year (net of tax) Transfer to special reserves from retained earnings Transfer to general reserves from retained earnings	5,38,50,000 - 1,29,25,236 6,67,75,236 - - 55,99,123 55,99,123 - - - - (1,10,00,000) 1,50,00,000 (40,00,000) - 1,00,000 (1,00,000) -
	4,29,50,000 1,50,00,000 1,44,24,359 7,23,74,359
	4,29,50,000 1,50,00,000 1,44,24,359 7,23,74,359 - - 28,00,300 28,00,300 - - - 6,00,000 (6,00,000) - 1,00,000 - (1,00,000) -
	4,30,50,000 1,56,00,000 1,65,24,659 7,51,74,659

Nature and Purpose of Reserves

General reserves

The general reserve is a distributable reserve and is created from time to time by appropriating profits from Retained Earnings. The general reserve is created by a transfer from one component of equity to another. Accordingly, it is not reclassified to the statement of profit and loss.

Special Reserve

Special Reserve has been created by transfer therein a sum not less than twenty per cent of the net profit every year as disclosed in the statement of profit and loss before any dividend is declared as per Reserve Bank of India (RBI) guidelines for NBFC. No appropriation of any sum from this special reserve shall be made by the company except for the purpose as may be specified by the RBI.

Retained Earnings

Retained earnings represents the undistributed profits/ amount of accumulated earnings of the company available for distribution to the shareholders.

Notes forming part of the financial statements - 1 to 18

As per our report attached For and on behalf of the Board For PATEL SHAH & JOSHI Chartered Accountants

Firm Registration No. 107768W

A. Tulsyan S. Tulsyan Director Director

Jayant I. Mehta

Membership No: 42630 Partner

Shweta Mehta V K Vora Company Secretary Chief Financial Officer

MUMBAI, 28 June , 2021

SITA ENTERPRISES LIMITED

Notes on Accounts for the Financial Year Ended 31-03-2021

1. Corporate Information

Sita Enterprises Limited (the Company) is a public limited company registered in India and incorporated under the provisions of the Companies Act, 1956. The Company is registered as a Non-Banking Financial Company with Reserve Bank of India as a non-systematic important NBFC not accepting / holding public deposits. It is classified as an Investment and Credit Company (NBFC-ICC) as per RBI guidelines. The Company is primarily engaged in Investments in shares, securities, mutual and other funds, properties and Financing through loans and trade receivables. Its registered office is at 415-416, Arun Chambers, Tardeo Road, Mumbai- 400034. Its shares are listed on BSE Ltd. (Bombay Stock Exchange)

2. Summary of Significant Accounting Policies and Disclosures

a. Statement of compliance

The standalone financial statements (hereinafter referred as financial statements) of the company have been prepared in accordance with the Indian Accounting Standards (hereinafter referred as ‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (“the Act”) [Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016] and other applicable provisions.

b. Basis of Preparation

The financial statements have been prepared on the historical cost and accrual basis except for certain financial instruments which have been measured at Fair Value / Amortised Cost as described in these notes.

c. Financial Instrument

All financial instruments are recognised initially at transaction value. Financial assets in the firm of receivables, loans and investments held for collecting contractual cash flows towards interest or other consideration and principal amount and are not held for sale are measured at amortised cost with impairment provisions. Receivables are accounted for using effective interest rate method or as per their respective terms. Financial assets in the form of investments held for future disposalshares and securities quoted on the stock exchanges are periodically valued at the quoted prices, units of mutual funds are valued at the NAV and such assets are classified at fair value through profit or loss. Investment properties and unquoted investments in entities are valued at cost. All financial liabilities are measured at transaction value.

d. Impairment of Financial Instruments

The company makes provisions for impairment or Expected Credit Loss and reversals on applicable investments, receivables, loans and advances and other financial assets, which are measured at amortised cost, on the basis of the company's assessment on the reporting date based upon the available qualitative and quantitative considerations and relevant information. Financial Assets are written off either partially or entirely when there is no realistic prospect of recovery.

e. Revenue Recognition

Revenue is measured at the fair value of consideration received or receivable. Revenue is recognised only when it can be reliably measured and it is probable that future economic benefits will flow to the Company. Interest income on loans and trade receivables is recognised on the accrual basis as per terms. Income on financing of receivables is recognised on reducing balance method of income calculation or as per terms. Dividend income is recognised on an accrual basis when the right to receive the dividend is established. Revenue on net Gain / Loss on fair value changes are accounted on the reporting / de-recognition date in respect of financial instruments in the form of investments which are classified at fair value through profit or loss. In respect of that financial instrument in the form of investments including investment property which are classified at cost, or amortised cost, revenue on net gain / loss are accounted on the de-recognition date.

f. Income Tax

Income tax provision is made as per the current applicable rates. As a measure of prudence and as permitted in the accounting standards, the company does not recognise in books deferred tax assets on carried forward losses and MAT credit entitlement for future tax liabilities. Due to multiple tax computation options announced in tax laws and other prevalent factors these credits may not be lucrative to avail in future assessments. These carried forward entitlements are claimed in tax computation and are availed by the company in the tax provisions of the reporting period, if found beneficial as per prevalent tax provisions .

g. Current Vs Non-Current classification

The Company presents assets and liabilities in its Balance Sheet based on current/non-current classification. An asset / liabilities is classified as current when it is expected to be realised / settled or intended to be sold or consumed in normal operating cycle. The normal operating cycle is considered within twelve months after the reporting period. The Company classifies all other assets / liabilities as non-current.

h. De-recognition

A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired, or its contractual obligations are discharged or cancelled, or expire. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

i. Fair value measurement

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments. The management regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

i. Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.
ii. Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
iii. Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

The carrying amounts of cash and cash equivalents, trade receivables, loans, Inter-corporate deposits, tax receivables, trade payables, deposits and other financial liabilities are considered to be the same as their fair values, due to their specific nature. The fair value of instruments in the form of investments in unlisted entities are observed with application of several valuation techniques. Due to multiple methods of valuations and number of assumptions required to be made in the exercise, the figures of fair value disclosures are estimates.

j. Capital Management

The primary objectives of the capital management policy is to ensure that the Company continuously complies with capital requirements required by the regulator, maintains and healthy debt to equity ratios in order to support its business and to maximise shareholder value. The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to fund growth or comply with regulatory capital requirements, Company depends on internal accrual or may raise additional capital. Company may monitor the amount of dividend payment to shareholders and return capital to shareholders.

k. Defined benefit obligation

The provisions of defined benefit obligations for employees are not applicable to the company for the period under report.

l. Earnings per share

Basic earnings per share is computed and disclosed using the weighted average number of equity shares outstanding during the period. Dilutive earnings per share is computed and disclosed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the period, except when the results would be anti-dilutive.

m. Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated. A set of financial statements with amount is rupees is also prepared for accounting and other purposes.

n. Others

Cash and Bank balance, Equity Share Capital, Other Equity, provisions, Financial Liabilities, disclosure of Contingent Liabilities in notes and other accounting matters are dealt with as per applicable provisions.

o. Recent accounting pronouncements

The Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such notification which would have been applicable from 1 April 2020.

3. Use of estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in making provisions of fair value changes, impairments, write offs and other provisions which may vary with the actual subsequent transaction. Appropriate with the size of operations in the company, important and material information is provided to assist users of financial statements as per MCA guidelines.

SITA ENTERPRISES LIMITED

4 CASH AND CASH EQUIVALENTS Cash on hand Balance with banks in Current Accounts Detail in Note 18.4 5 TRADE RECEIVABLES At amortised cost - considered good Receivables on rental schedules- Secured Receivables from stock brokers - Unsecured Receivables from related party- Unsecured Less allowance for impairment loss Detail in Note 18.5 6 LOANS At amortised cost - Unsecured Loans repayable on short notice - considered good. Other Loans Less: Impairment Provision Balance on Expected Credit Loss Details in Note 18.6 7 INVESTMENTS At fair value through profit & loss Mutual Funds at NAV Equity Shares and securities quoted rates Others At Cost Unlisted Equity Shares of associates company Limited Liability Partnership, a related party Details in Note 18.7 8 INVESTMENT PROPERTY At Cost Opening balance Add :- Addition during the year Less :- Derecognition during the year Balance at end of the period Details in Note 18.8 9 EQUITY SHARE CAPITAL Authorised 30,00,000 Equity Shares of Rs.10/- each Issued, Subscribed and Fully Paid 30,00,000 Equity Shares of Rs.10/- each fully paid up in cash Details in Note 18.9 10 OTHER EQUITY General Reserve As per last account Less : Transfer to Special Reserve Add: Transfer from retained earnings Special Reserve Retained Earnings As per last account Add: Profit for the period Less: Transfer to Special Reserve Less: Transfer to General Reserve Total Other Equity	As on 31/03/2021 1,44,681 3,27,255 4,71,936 1,50,42,252 37,570 1,91,00,664 3,41,80,486 - 3,41,80,486 5,00,000 1,12,00,000 1,17,00,000 4,00,000 1,13,00,000 15,05,610 45,80,285 1,80,75,000 7,30,000 2,48,90,895 3,41,00,043 13,84,488 21,766 3,54,62,765 3,00,00,000 3,00,00,000 4,29,50,000 - 1,00,000 4,30,50,000 1,56,00,000 1,44,24,359 28,00,300 (6,00,000) (1,00,000) 1,65,24,659 7,51,74,659	As on 31/03/2020 96,831 10,13,306
		11,10,137
		1,15,04,370 - 1,81,18,093
		2,96,22,463 -
		2,96,22,463
		50,08,700 1,22,15,372
		1,72,24,072 2,53,843
		1,69,70,229
		25,14,902 8,20,333 1,80,75,000 7,30,000
		2,21,40,235
		3,03,77,935 89,12,808 51,90,700
		3,41,00,043
		3,00,00,000
		3,00,00,000
		5,38,50,000 (1,10,00,000) 1,00,000
		4,29,50,000
		1,50,00,000 1,29,25,236 55,99,123 (40,00,000) (1,00,000)
		1,44,24,359
		7,23,74,359

Details in Note 18.10

Rupees As on 31/03/2021 As on 31/03/2020

11 INTEREST AND RECEVIABLES FINANCING INCOME i. On financial assets measured at amortised cost Interest Income on financial assets Income from Receivable Financing Details in Note 18.11 12 DIVIDEND INCOME ii. On financial assets measured at fair value through profit and loss Dividend Income Details in Note 18.12 13 NET GAIN/(LOSS) ON FAIR VALUE CHANGES OF FINANCIAL INSTRUMENTS On Investments B) Others On Investment Property Total Net gain on fair value changes (C) Fair value changes: Realised gain/(loss) Unrealised gain/(loss) Total Net gain/(loss) on fair value changes (D) to tally with (C) Details in Note 18.13 14 OTHER OPERATING INCOME ii. On financial assets measured at fair value through profit and loss Income from partnership Firm Details in Note 18.14 15 Expected Credit Loss (ECL) Provisions and bad debts written off. ECL Provisions on Loans Recognised during the year (net) ECL Provisions on Loans Reversed during the yaear 16 EMPLOYEE BENEFIT EXPENSE Salary Bonus Details in Note 18.16 17 OTHER EXPENSES Other expenditure Details in Note 18.17 Details in Note 18.15 Director's fees, allowances and Expenses Travelling & Conveyance Rent Repairs & Maintenance Charges Communication Cost Printing & Stationery Advertisement and publicity Auditor's remunerations Internal Audit Fees Legal and Professional Charges Registrar & Depository Fees Listing Fees Losses on Investments written off A) Net gain /(loss) on instruments through profit and loss II. Net gain/ (loss) on derecognition of financial instruments Realised loss (debited to profit and loss) Unrealised loss (withdrawal of impairment provisions credited to profit and loss) Net gain/(loss) on derecognition Total IMPAIRMENT ON FINANCIAL INSTRUMENTS (on financial instruments measured at amortised cost) Loans Written off (Bad Debts) ECL Provisions on Investments reversed during the year	18,28,587 28,74,282 47,02,869 43,956 43,956 - - - 3,76,143 6,85,864 10,62,007 - - 10,62,007 10,62,007 1,41,836 1,41,836 1,46,157 - 11,22,486 - - 12,68,643 5,01,071 34,500 5,35,571 - 21,468 19,853 1,30,897 18,707 50,000 29,500 5,000 27,000 62,864 3,54,000 68,675 18,190 8,06,154	25,46,562 21,98,570
		47,45,132
		88,201
		88,201
		8,62,458 24,70,521
		33,32,979
		40,14,215 (6,81,236)
		33,32,979 (43,30,620) 40,00,000
		(3,30,620)
		30,02,359
		-
		-
		2,53,843 (12,47,207) 12,72,066 (40,00,000) 40,00,000
		2,78,702
		4,86,146 32,250
		5,18,396
		3,00,000 - 23,771 1,39,088 18,036 61,800 35,990 5,000 27,000 1,01,721 3,54,000 75,190 41,640
		11,83,236

SITA ENTERPRISES LIMITED

18. OTHER NOTES

18.1 The company is in the business of investment and finance and all its activities revolve around this business. As such, there are no separate reportable segments.
18.2 As per the provisions of ‘Non-banking Financial Company– Non Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016’, the company is required to follow the Accounting Standard and Guidance notes in so far as they are not inconsistent with any of the said directions. Chapter IV (Prudential Regulations) of the said directions which includes provisions about leverage Ratio, Asset Classification, Provisioning Requirements, Liquidity Risk Management, Credit Concentration and related disclosures in Balance Sheet are not applicable to the company.
18.3 There has been no event after the reporting date that requires disclosure in these financial statements.
18.4 Balance with bank in current accounts is after reconciliation of bank accounts with financial records.
18.5 Trade Receivables on rental schedules are for purchase of rental receivables on which financial income is received. These are secured on rental assets. Related party receivables are from an LLP, on which interest is received by the company. No debts are due from directors or other officers or any of them either severally or jointly with any other person and private companies in which any director is a partner or a director or a member.
18.6 All loans given are in India and are to medium size business houses. There are no loans to any Government entities. Loans include Rs. 108.00 Lakhs (Previous year Rs. 125.94 Lakhs) as Inter Corporate Deposit (ICD). Impairment provisions have been made on loans classified as ‘Other Loans’ on which interest has not been received and has not been provided for.
18.7 All investments are in India. There is no impairment provision balance on investments as on 31-03-2021 and 31-03-2020.
18.8 Investments in Properties are paid to the extent of amount due and payable as per the terms of purchase and progress of construction. Rental Income derived and direct operating expenses pertaining to investment property during the yearNil. All properties are in India. Fair value of investment property based upon estimate and market trends- as on 31-03-2021-Rs.360 on 31-03-2020– Rs. 367 (Rs.in Lacs).
18.9 Details of Equity Share Capital
a. Rights, preferences and restrictions attached to equity shares:
The Company has only one class of shares referred to as equity shares having a par value of Rs.10 entitling the holder to one vote per share. Right to receive dividend on equity shares may be approved by the Board / Annual General Meeting. The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013. Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.
b. Shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment, including the terms and amounts: NIL Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash, Aggregate number and class of shares allotted as fully paid up by way of bonus shares, and aggregate number and class of shares bought back during the period of five years immediately preceding the date as at which the Balance Sheet is prepared: NIL There was no change in the number of shares outstanding between 01/04/2020and 31/03/2021.
c. Shareholders holding more than 5% shares in the company, their number of shares and percentage of holding in total equity- held as on , 31/03/2021and 31/03/2020: Bombay Mercantile & Leasing Co Ltd- 10,25,398 shares (34.18%), Abhinandan Textiles And Traders LLP- 3,75,000 (12.50%) and Ashok Tulsyan (HUF)- 6,00,000 (20.00%).
18.10 An aggregate amount of Rs. 6 Lakhs has been classified as Special Reserve out of profit for the year ended 31-03-2021 as per RBI guidelines which provides for a transfer to such special reserve before declaration of dividend to the shareholders.
18.11 The company has earned all revenue from operations in India. All financial assets, including receivables, loans and investments, are held in India. There has been no transaction in foreign currencies during the current and previous period
18.12 All dividend income has been received in India.
18.13 Net Gain/(Loss) on Fair Value Changes on Financial Instruments through Profit and Loss (FVPTL)does not include income from dividend which has been separately disclosed.
18.14 Other operating income comprises company’s share in Profit/(Loss) of entity in which the company has made investment.
18.15 Movement in Impairment Provisions during the year

Rupees in Lakhs

Movement in Impairment Provisions during the year		Rupees in Lakhs
	31-03-2021	31-03-2020
OpeningBalance	2.54	52.47
Withdrawal for bad debts on loans(credited toprofit and loss)	-	(12.47)
Withdrawal for investments(credited toprofit and loss)	-	(40.00)
Recognised duringtheyear	1.46	2.54
ClosingBalance	4.00	2.54

Amount written off during the current year Rs.11,22,486/- (Previous year Rs.12,72,066/-) as bad debts.

18.16 The provisions of employees benefits are not applicable to the company for the period.
18.17 Auditors remuneration shown under other expenses includes audit fees Rs. 11800/- (Rs.17700/-) fees for reports Rs. 17700/- (Rs.18290/-).

18.18 Reconciliation of Effective Tax Rate with Income Tax Provision

Taxable income differs from profit before tax as reported in the Ind AS Statement of Profit & Loss because of differences in treatment of income and expenses in tax laws. Details in this respect are as follows:

Rs. in Lakhs

expenses in tax laws. Details in this respect are as follows:		Rs. in Lakhs
	Year ended 3/31/2021	Year ended 3/31/2020
Profit before tax asper Ind AS Profit & Loss	33.40	58.65
Effective Tax rate as applicable to the companyfor theyear	2.6%	15.60%
Tax amount with effect rate	8.68	9.15
Tax effect of :
Fair value Gain / Loss	(2.76)	(4.68)
Exempt Income	(0.37)	(0.14)
Disallowance on exempt Income	-	0.02
Disallowable Expenses/ (Non taxablegain)	0.38	0.44
Write offs allowable in Income tax Adjusted against impairment provision MAT credit used	- (0.82)	(1.94) -
Tax Provisions asper IT laws	5.11	2.85
Tax Provision Rounded-off	5.40	3.00

18.19 Related Party Transactions

Related Parties

Directors- Mr. Ashok Tulsyan, Mrs. Sanju Tulsyan and Mrs. Sneha Tulsyan. Independent Directors- Mr. S. Rathi and Mr.MukeshSarswat.

Key Managerial Personnel- CFO: Mr. V K Vora, Company Secretary & Compliance Officer: Mrs. Shweta Mehta.

Other Related Party- Sita Offers And Bourse Expertise LLP in which company and its non independent directors are partners

Transactions (Amounts are in Rs. Lakhs. Figures in brackets are for the previous year.) Sitting fees paid Rs. 0.50 (0.62) paid to Independent Directors.

Remuneration to Key Managerial Personnel paid Rs. 5.06 (4.58).

Other Related Party- Trade Receivables due to the company: Rs. 191.00 (181.18), Balance as on 31-03-2020: Rs. 191.00 (181.18), Gain on De- recognition of Investments: Rs. NIL (9.60) and Interest received: Rs.15.76 (3.94).

Directors- Advances received by the company: Rs. 21.90 (13.75), Repayment made: Rs. 21.90 (13.75) and Balance as at year end: NIL (NIL)

18.20 Financial Risk Management and Policies

The Company’s principal financial liabilities comprise trade and other payables which are quite minuscule. The Company’s principal financial assets include investments, loans, trade receivables and cash and cash equivalents that derive directly from its operations.The Company is exposed to market risk, credit risk and liquidity risk. The Company’s management oversees the management of these risks.

a. Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and prepayment risk. Financial instruments affected by market risk include loans and borrowings, deposits, other financial instruments.

Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that future cash flows of floating interest bearing investments will vary because of fluctuations in interest rates.The Company’s exposure to the risk of changes in market interest rates is not significant as there are no borrowings.

Foreign currency risk:

The Company does not enter into transactions in currency other than its functional currency and it is therefore not exposed to foreign currency risk.

Prepayment risk

Prepayment risk is the risk that the Company will incur a financial loss because its customers and counterparties repay or request repayment earlier than expected particularly in case of fixed rate loans when interest rates fall.

b. CreditRisk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans given, investments and balances at bank.

The Company measures the expected credit loss of trade receivables / loans based on historical trends, industry practices and the business environment in which the entity operates. The figures before impairment are:

Rs. in Lakhs

		Rs. in Lakhs
Trade receivables and Loans due as at	31 March 2021	31 March 2020
More than Six months	112.00	122.15
Others	346.80	346.31
Total	458.80	468.46

Credit risk on cash and cash equivalents is minimal as the Company’s banks are safe and sound.

c. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The company is not exposed to such risks as mentioned above.

SITA ENTERPRISES LIMITED

18.21 Categories of Financial Instruments

							Rs. in Lakhs	Rs. in Lakhs
	Carrying amount as		at 31st March, 2021		Carrying amount as		at 31st March, 2020
	FVTPL	FVTOCI	Amortised Cost	Total	FVTPL	FVTOCI	Amortised Cost	Total
Financial Assets
Cash on hand	-	-	1.45	1.45	-	-	0.97	0.97
Balance with Banks	-	-	3.27	3.27	-	-	10.13	10.13
Loans	-	-	113.00	113.00	-	-	169.71	169.71
Investments	60.86	-	188.05	248.91	33.35	-	188.05	221.40
Receivables	-	-	341.80	341.80	-	-	296.22	296.22
Financial liabilities
Advances and Payables	-	-	8.17	8.17	-	-	12.73	12.73

18.22 Fair value hierarchy

Disclosures of fair value measurement hierarchy for assets and liabilities as at 31 March 2021.

The following table provides the category-wise fair value measurement hierarchy of the Company’s assets and liabilities.

Rs. in Lakhs

Financial assets	Level Category	As at 31-03-2021	As at 31-03-2021	As at 31-03-2020	As at 31-03-2020
		CarryingValue	Fair Value	CarryingValue	Fair Value
Receivable at Amortised Cost	Level 2	341.80	341.80	296.22	296.22
Loans at Amortised Cost	Level 3	113.00	113.00	169.71	169.71
Investments at FVTPL	Level 1	60.86	60.86	33.35	33.35
Investments at Amortised Cost	Level 3	188.05	225.00	188.05	225.00
Financial Liabilities	Level 3	8.17	8.17	12.73	12.73

18.23 Basic and Diluted earnings per share of Rs. 0.93 has been calculated by dividing the net profit after tax i.e. Rs.28.00 Lakhs for the year by the weighted average number of equity shares outstanding during the year i.e. 30 Lakhs shares. (Face value of Rs.10/- each)
18.24 Amount due to Micro, Small & Medium Enterprises as per MSMED Act, 2006 as on 31-03-2021 and 31-03-2020- Nil.
18.25 The company has an associate - Bombay Mercantile & Leasing Company Limited (BML) an NBFC operating in Mumbai. The accounts of the associates have not been consolidated as the company (SEL) does not have significant influence over Bombay Mercantile and Leasing Company Ltd. (BML) in terms of provisions of Accounting Standard- Ind AS 28 as there is no- (a) Representation on the board of directors or equivalent governing body of the investee; (b) participation in policy making processes, including participation in decisions about dividends or other distributions ; (c) material transactions between the entity and its investee; (d) interchange of managerial personnel; or (e) provision of essential technical information.
18.26 Contingent liabilities and commitments (to the extent not provided for) - Uncalled liability on commitments for Investments in Properties under construction or development Rs. NIL and as on 31-03-2020 is Rs. 12.48 Lakhs.
18.27 An amount of Rs. 2.5 lakhs has been provided as Contingent Provision against Standard Assets and has been shown as Contingent Provision in the balance sheet.

		For and on behalf of the Board
As per our report attached
For PATEL SHAH & JOSHI
Firm Registration No. 107768W
Chartered Accountants	A.Tulsyan	S. Tulsyan
	Director	Director
Jayant I. Mehta
Membership No: 42630	Shweta Mehta	V K Vora
Partner	Company Secretary	Chief Financial Officer
MUMBAI, 28th June, 2021

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Sita Enterprises LTD. — AGM Information 2021

63703_rns_2021-08-21_06fb04b3-1fb9-40e5-bb65-609c898bc5c1.pdf