The Directors take pleasure in presenting before the shareholders the 56th AnnualReport together with the Audited statement of accounts of the company for the year ended31st March 2016:
|Particulars ||Year ended March 31 2016 ||Year ended March 31 2015 |
|Revenue from operations ||37295633 || |
|Other income ||2601460 ||59913 |
|Profit/Loss before taxation ||17923824 ||(2232672) |
|Less: Taxation: || ||- |
|- Current Tax ||2800500 ||- |
|- Deferred Tax ||7551206 ||(472143) |
|Profit/Loss after tax ||7572118 ||(1760529) |
|Share of profit in partnership firm ||816726 ||-- |
|Balance carried to Balance Sheet ||8388844 ||(1760529) |
During the year under review the company posted a profit of Rs.83.89 Lacs as against aloss of Rs.17.61 lacs during the previous year.
The company has made considerable progress in Slum Rehabilitation Project at Bhandup.The Board of Directors are of the view that substantial portion of the project would becompleted during the current financial year.
a. As earlier reported the company has entered into a partnership with Mr. Kokate ina firm named Shree Swami Samarth Builders and Developers wherein the company hascontributed 50% of the capital of the partnership.
b. The project SSSBD (Navneet Sadan) has been completed to the extent of 51% and workis going on as per schedule.
c. During the year under review the company has recognized its share in the accumulatedprofits of the partnership firm Shree Swami Samarth Builders and Developers based on theaudited accounts for the year ended 31s March 2016. wherein the company has 50%share.
d. In accordance with the partnership agreement the company has sold and registeredduring the year 15 Nos. CRDL residential flats for a total value of Rs.76649040.
3 Future Prospects:
The Company's line of business is to provide free housing by way of rehabilitating theerstwhile slum dwellers. The efforts of the company have been well recognized and havecome in for praise from neighboring slums who have approached the company to look intotheir property as well. The company sees tremendous potential in this line of activity.This would be part of the Government's scheme of housing for all by 2020.
4. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which these financial statementsrelate and the date of the report:
No material changes and commitments affecting the financial position of the Companyoccurred during the financial year ended 31st March 2016.
5. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The internal control commensurate with the activities is supplemented by continuousreview by the management. The internal control system is designed to ensure that everyaspect of the company's activity is properly monitored. At the Group level there has beenan extensive exercise conducted on Internal Financial Controls. The Statutory Auditorshave specifically commented on the existence of adequate Internal Financial Controls inrelation to the activities of the company.
6. Public Deposits:
The company has not accepted any deposits covered under Chapter V of the Act.
7. Particulars of Loans Guarantees or investments:
The Company has not made investments and/or given loans guarantees during the yearunder review.
8. Statutory Auditors:
M/s.Bipin B Shah & Associates Chartered Accountants (Regd.No101519W) have resignedfrom the office of Auditors of the company on 20th March 2016 due to preoccupations andthereby creating a casual vacancy. The Board of Directors of the company through circularresolution dated 27th March 2016 appointed Bipin B Shah & Co .Chartered Accountants(Regd.No.101511W) having address at 30 Nawab Building 2nd Floor D. N. Road Fort Mumbai400 001 who holds a valid Peer Review Certificate as the Auditors of the Company to fillthe casual vacancy caused by the resignation of M/s.Bipin Shah & Associates CharteredAccountants in terms of Section 139 of the Companies Act 2013 read with the -
rules thereon and they will hold office till the conclusion of this Annual GeneralMeeting. Further the Board of Directors have recommended the appointment of Bipin B Shah& Co.Chartered Accountants (Regd.No.101511W) as Auditors of the company for theperiod of five years from the conclusion of the ensuing Annual General Meeting till theconclusion of the Company's Sixtieth Annual General Meeting. This requires the approval ofthe shareholders at the ensuing Annual General Meeting.
9. Auditors' Report:
There are no qualifications reservation or adverse remarks or disclaimer made by theauditor in his report.
10. Extract of the annual return:
Extract of the annual return in Form No. MGT - 9 is attached and forms part of thereport (Annexure - I).
11. Corporate Social Responsibility (CSR):
Since the Company does not meet the criteria specified under Clause 9 of Companies(Corporate Social Responsibility Policy) Rules 2014 the said rules are not applicable tothe Company.
12. Corporate Governance:
The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements as stipulated by Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as per the requirement of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 forms an integral part ofthis Annual Report. The requisite certificate from a Practising Company Secretaryconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
13. Board of Directors:
A. Composition of the Board:
The composition of the Board is in conformity with Regulation 17 of the SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 which inter alia stipulates thatthe Board should have an optimum combination of executive and non-executive directors withat least one woman Director and at least 50% of the Board should consist of independentDirectors if the chairman of the board is an executive director. If the chairman is anonexecutive Director 1/3rd of the Board should be independent Directors.
As on 31st March 2016 the Board comprised six Directors including one Woman andindependent Directors.
B. Changes in Directors and Key Managerial Personnel:
No changes in Directors and Key Managerial Personnel have been made during the yearunder review.
Mr. Chetan R Shah who retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.
Mr.Nilesh D Dand who retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.
C. Number of Board Meetings held during the year ended 31st March 2016 and the datesof the Board Meetings : Four Meetings of the Board of Directors were held. The dates onwhich the said meetings were held are as follows :
27th May 2015; 14th August 2015; 4th November 2015and 11th February 2016
14.Director's attendance record and details of Directorships / Committee Positions held
|Name of Director ||Designation & Category of Directorship ||No. of Board Meeting attended |
|Mr.V.B.Haribhakti Chairman ||Non-Executive Independent Director ||4 |
|Mr.S.Ramamurthi ||Non-Executive Director ||4 |
|Mr.Nilesh D Dand ||Non-Executive Director ||4 |
|Mr.Chetan R. Shah ||Non-Executive Director Pramoter ||4 |
|Mr.V.Ranganathan ||Non-Executive Independent Director ||4 |
|Mrs. Sonal M. Shah ||Non-Executive Director- Promoter ||4 |
15. Board Committees:
The Board of Directors has constituted four Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholders' Grievance Committee and Committee of Board ofDirectors. All decisions pertaining to the constitution of Committees appointment ofMembers and fixing of terms of reference / role of the committees are taken by the Boardof Directors.
Detailed particulars relating to the above Committees have been furnished in CorporateGovernance for the year ended 31s March 2016.
16. Particulars of contracts or arrangements with related parties:
During the financial year no transactions fall under the purview of Section 188 of theCompanies Act 2013 hence it is not applicable.
17. Secretarial Audit Report:
Secretarial Audit for the Financial year 2015-16 was conducted by Mr. V. NagarajanPractising Company Secretary in accordance with the provisions of Section 204 of theCompanies Act 2013. The Secretarial Auditor's Report is attached to this Report (AnnexureII).
18 Cost Auditor:
Pursuant to Section 148 (1) of the Central Government and Companies (Cost Record &Audit) Rules 2014 dated June 30 2014 the appointment of Cost Auditors is not applicableto the Company. However in compliance of Section 209 (1) (d) 600 (3) (b) of theCompanies Act 1956 and relevant Cost Accounting Records Rules 2011 a Compliance Reportobtained from the practicing cost accountant is uploaded in MCA Portal every year.
19. Vigil Mechanism:
Vigil Mechanism policy has been introduced by the Board on the framework for reportinginstances of unethical/improper conduct and action for suitable steps to investigate andcorrect the same. The Whistle blower policy which is under the ambit of Vigil Mechanism isan extension of the Company's Code of Conduct through which the Company seeks to provide amechanism for its employees Directors vendors or customers to disclose any unethical and/ or improper practice(s) taking place in the Company for appropriate action andreporting. Through this policy the Company provides the necessary safeguards to allWhistle Blowers for making in good faith.
20. Risk management policy:
Risk Management Policy has been adopted by the Board to ensure sustainable growth byimplementing a proactive approach in reporting evaluating and controlling / resolvingrisks associated with the business of the company. In order to achieve this the Policyestablishes a structured and disciplined approach to Risk Management including thedevelopment of the risk areas so as to guide decisions on risk related issues.
21. Declaration of Independence:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under Section 149 of theCompanies Act 2013 issued thereunder and under Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
22. Policy for determining Materiality:
In pursuance of Regulation 30 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company has adopted this policy for determination ofmateriality based on the criteria mentioned in the said regulation (MaterialInformation) and that the information has been and is being promptly forwarded tothe Stock Exchange.
23. Policy on Preservation of Documents:
In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) the Board has adopted this Policy forPreservation of Documents as required under applicable regulations adhering to thefollowing mandatory provisions.
To determine preservation period for records/documents based on their reference valueand legal requirements. The following aspects are considered while arriving at thepreservation period:
Company's own information retrieval needs (reference value)
Statutory requirements under respective statutes.
To ensure easy retrieval.
To ensure that unwanted records do not occupy storage space.
24. Regulation 30(5)-Disclosure of events or information
One or more Key Management Personnel would be authorized for the purpose of makingdisclosures to the Stock Exchanges under this Regulation and the contact details of suchpersonnel shall be also disclosed to the stock exchange as well as on the website of theCompany.
25. Archival Policy
This Policy is framed in compliance of The Securities Exchange Board of India(ListingObligations and Disclosure Requirements) Regulations 2015 (LODR Regulations)notification dated September 2 2015 and other circulars as may be specified in thisregard. This policy shall be effective from February 15 2016.
26. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 states that: -
I. That in the preparation of the accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed;
ii. That appropriate accounting policies have been selected and applied consistentlyand reasonably so as to give a true and fair view of the state of affairs of the Companyand of the profit or loss of the Company for the year under review as at 31-3-2016;
Iii That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
iv That the annual accounts for the year ended 31st March 2016 have been prepared onthe basis that the Company is Going Concern.
v. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
vi. The directors in the case of listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
27. Disclosure under Section 134(3)(m) of the Companies Act 2013:
The disclosure relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is not applicable.
However while developing the SRA Project and the sale of buildings the Company adoptsbasic environment friendly measures in it construction activities and endeavour topractice the sustainability measures to improve the livelihood of the society at large.
28. Listing on Stock Exchanges :
Pursuant to the Reg. 109 - SEBI (ICDR) Regulation - 2009 (amendment) and SEBI (ListingObligations and Disclosure Requirements) Regulations - 2015 which were notified onSeptember 2 2015 with the objective of bringing the framework governing the regime oflisted entities in line with the Companies Act 2013 and as per LODR 2015 a new ListingAgreement was executed with BSE Limited on 12th February 2016. The AnnualListing Fee for the Financial Year 2016-17 has been duly paid within the stipulated timeto BSE Limited.
29. Separate Meeting of Independent Directors:
During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 17 of the SEBI (lOdR) met separately and discussed and reviewed inter-aliathe performance of Non-Independent Directors and the Board as a whole after taking intoconsideration the views of Executive and Non-Executive Directors.
They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably perform its duties. All the I ndependent Directors were present at the Meeting.
30. Dematerialization of shares:
Members are aware that the company's equity shares are under compulsory trading indematerialized form for all categories of investors.
Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
32. Particulars of employees:
The Company has no employee who receives remuneration to the extent provided in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014for the year ended 31st March 2016.
|Regd. Office: ||On behalf of the Board of Directors |
|Marathon FutureX || |
|N. M. Joshi Marg Lower Parel (W) || |
|Mumbai 400013 || |
|Dated: 20h May 2016 ||Chairman |
The Members of Citadel Realty and Developers Limited
Sub: Declaration by Director under Regulation 26 of the SEBI (Listing bligations andDisclosure Requirement) Regulations 2015.
I S. Ramamurthi Director of Citadel Realty and Developers Limited hereby declare thatall members of the Board of Directors and Senior Management Personnel have affirmed thecompliance with the Code of Conduct for the year ended March 312016.
| ||For and on behalf of the Board of Directors |
|Place : Mumbai ||S.Ramamurthi |
|Dated : 20th May 2016 ||Director & C.E.O. |
CERTIFICATE ON COMPLIANCE FROM THE PRACTISING COMPANY SECRETARY
Certificate of the Practising Company Secretary has been obtained on the compliance ofconditions of the Corporate Governance under Regulation 34(3) read with Schedule V of SEBI(Listing Obligations and Requirements) Regulations 2015 and the same is annexed.
To the Members of
CITADEL REALTY AND DEVELOPERS LTD.
I have examined the compliance of the conditions of Corporate Governance by CitadelRealty & Developers Limited (the Company) for the year ended 31st March2016 as stipulated under Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Requirements) Regulations 2015 of the said Company with the StockExchange.
The compliance of conditions of Corporate Governance is the responsibility of theCompany's Management. My examination was limited to procedures and implementationsthereof adopted by the company for ensuring compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.
Based on such a review and to the best of my information and according to theexplanations given to me I certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the said Listing Agreement.
On the basis of records maintained by the Shareholders/Investor's Grievance Committeeof the Company I wish to state that there were no investors' / shareholders' grievancespending against the Company for a period exceeding one month.
I further state that such compliance is neither an assurance as to the future viabilityof the company nor as the efficiency or effectiveness with which the management hasconducted the affairs of the Company.
Practising Company Secretary
ACS 1107 / CP 5080
Place : Mulund
Date : 20th May 2016