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Country Condos Ltd.

BSE: 531624 Sector: Infrastructure
NSE: COUNCODOS ISIN Code: INE695B01025
BSE LIVE 15:40 | 23 Jun 3.18 -0.19
(-5.64%)
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3.49

HIGH

3.49

LOW

3.16

NSE 14:49 | 23 Jun 3.25 -0.05
(-1.52%)
OPEN

3.50

HIGH

3.50

LOW

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OPEN 3.49
PREVIOUS CLOSE 3.37
VOLUME 1950
52-Week high 5.65
52-Week low 2.96
P/E 39.75
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.49
CLOSE 3.37
VOLUME 1950
52-Week high 5.65
52-Week low 2.96
P/E 39.75
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Country Condos Ltd. (COUNCODOS) - Director Report

Company director report

To

The Members of

M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 29th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars Year ended 31.03.2016 Year ended 31.03.2015
(12 Months) (12 Months)
Turnover 4526.67 3296.16
Profit / (Loss) 76.13 166.89
Balance brought forward 83.31 238.83
Balance carried forward 159.44 83.31

FINANCIAL PERFORMANCE OF THE COMPANY

The Board would like to inform that the development of the Company's real estate &construction activities and Hospitality Income has grown and has achieved a Turnover ofRs.4526.67 Lakhs comparing Last years Rs.3296.16 Lakhs only and has achieved a Profit ofRs.76.13 Lakhs Further other income of Rs.31.13 Lakhs has been arrived in addition tothe real estate & hospitality income.

During this year the Company had a Net Profit of Rs.76.13 Lakhs. The Net Profits of Rs.83.31 has been transferred to General Reserves to strengthen the Reserves of the Company.Currently the accumulated P&L Account Surplus is Rs.159.44 Lakhs.

The Board of Directors noted and took on record the report of the business review andanalyzed the various options available and suitable in the present circumstances to theCompany. The Board decided that it was no longer cost effective to manufacture and producethe goods in the present un-remunerative market conditions with the help of presentundertaking. Hence the Board after due discussions and deliberations decided todiversify / proposed to diversify its activities into the area of Hotel & HospitalityEntertainment Tourism industry etc.

NUMBER OF MEETINGS OF THE BOARD:

5 Board Meetings held during the Financial Year 2015-16.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.77597300/- (Rupees Seven CroreSeventy Five Lakh Ninety Seven Thousand Three Hundred Only) as on 31st March 2016.

The entire Paid-up Share Capital of your Company is listed with both the StockExchange(s) namely M/s. BSE Limited (BSE) and M/s. National Stock Exchange of IndiaLimited (NSE).

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areport on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:Additional information as required u/s 134 of the Companies Act 2013:

Information as required under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 forming part of Directors Report for theyear ended 31st March 2016.

The information as per Section 134 of the Companies Act 2013 has to be presented:

A. Conservation of energy

(i) The steps taken or impact on conservation of Energy: The Company iscontinuously monitoring the consumption of energy and implements wherever necessary therequired measures for conserving it.

(ii) Steps taken by the Company for utilising alternate sources of Energy: NIL (iii)The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:
(i) The efforts made towards technology absorption : No technology - indigenous or foreign is - involved.
(ii) The benefits derived like product Improvement cost reduction product Development or import substitution: : Not applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial year) : No technology has been imported during the year.
(a) The details of technology imported : NIL
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed : Not applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; : Not applicable
(iv) The expenditure incurred on Research and Development. : NIL

C. Foreign exchange earnings and outgo:

2015-16 2014-15
Foreign Currency Earnings/Inflow NIL NIL
Foreign Currency Expenditure / Outflow NIL NIL

Extracts of Annual Return and other disclosures under Companies (Appointment &Remuneration) Rules 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is enclosed as Annexure-Iand forms part of this report.

PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

Name of Director Designation Remune ration FY 15-16 Remune ration in FY 14-15 % of remune ration in 2016 as compared to 2015 Ratio of remuneration to MRE
D. Krishna Kumar Raju Vice-Chairman & CEO 3126896 0 N.A 21.90 Times
Key Managerial Personnel other than Directors:
U. Gandhi Chief Financial Officer 2925000 2193750 25% 20.48 Times
Laxmikanth. J Company Secretary 594000 553500 7.32% 4.16 Times

1. The Median Remuneration of the employees of the Company during the financial yearwas Rs. 11900/- Per Month.

2. In the financial year there was no increase in the median remuneration employees.

3. There are 80 permanent Employees on the Rolls of the Company as on 31st March 2016.

4. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee.

5. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - N.A. and

6. It is hereby confirmed that the remuneration is as per the remuneration policy ofthe Company.

The Directors are to report that no employee was in receipt of remuneration ofRs.6000000/- or more per annum or Rs.500000/- or more per month where employed for apart of the year.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri Y. Siddharth Reddy Vice-Chairman & Director of theCompany who retire by rotation at the 29th Annual General Meeting and being eligibleoffer himself for re-appointment.

Further D. Krishna Kumar Raju Vice Chairman & CEO of the company has beenreappointed for a period of 5 years with effect from 13.02.2016.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31stMarch 2016 the applicable accounting standards have been followed;

(b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the directors have prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis;

(e) that the directors have laid down internal controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and the listing agreement. There areno materially significant related party transactions made by the Company during theFinancial Year 2015-16 which may have the potential conflict with the interest of thecompany at large. Thus disclosure in Form AOC-2 is not required.

AUDITORS:

M/s. P. Murali & Co. Chartered Accountants Statutory Auditors of the Company thestatutory Auditors of the Company who holds office until the conclusion of the ensuingAnnual General Meeting and are eligible for re-appointment as per section 139 of CompaniesAct 2013.

M/s. P. Murali & Co. have expressed their willingness to get re-appointed as thestatutory auditors of the Company and furnished their certificate of eligibility andconsent for their re-appointment under section 141 of the Companies Act 2013 and therules framed there under. The Board based upon the recommendations of the Audit committeerecommends the appointment of M/s. P. Murali & Co. as the statutory auditors of theCompany.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

TYPES OF COMMITTEES:

The Company has 3 different Committees they are:

a. Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members:

Name of the Member Category
1. Sri P.V.V. Prasad Chairman Independent Non - Executive Directors
2. Sri G. Venkateshwar Rao Member
3. Sri S. Bal Reddy Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

b. Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the followingmembers:

Name of the Member Category
1. Sri P.V.V. Prasad Chairman Independent
2. Sri G. Venkateshwar Rao Member Non - Executive Directors
3. Sri S. Bal Reddy Member

The Company follows a policy on remuneration of directors and other senior managerialpersonel. The Policy is recommended by the Nomination and Remuneration Committee andapproved by the Board. More details of the same is given in the Corporate GovernanceReport.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category
1. Shri G. Venkateshwar Rao Chairman Independent Non - Executive Directors
2. Shri S. Bal Reddy Member
3. Shri P.V.V. Prasad Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Equity shares are listed at

1. BSE Limited Mumbai.

2. National Stock Exchange of India Limited Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year2016-17.

CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI Listing Regulations a separate sectioncontaining the Report on Corporate Governance together with the Certificate on thecompliance with the conditions of Corporate Governance issued by the Auditors of theCompany is appended hereto and they form part of this Annual Report.

SECRETARIAL AUDIT REPORT:

The Board of Directors have appointed Gopal Dhanaji Practising Company Secretary asthe Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended 31st March 2016 in compliance with the provisions of Section 204 of the CompaniesAct 2013.

The report of the Secretarial Audit Report by Gopal Dhanaji Practising CompanySecretary in Form MR-3 is enclosed as Annexure - II to this Report.

The report on secretarial audit does not contain any qualification or adverse remark.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy isformulated to provide an opportunity to employees and an avenue to raise concerns and toaccess in good faith the Audit Committee to the highest possible standards of ethicalmoral and legal business conduct and its commitment to open communication in case theyobserve unethical and improper practices or any other wrongful conduct in the Company toprovide necessary safeguards for protection of employees from reprisals or victimizationand to prohibit managerial personnel from taking any adverse personnel action againstthose employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls with reference tofinancial statements. In addition the Company has also Re-appointed M/s. Sankar &Raja Chartered Accountants as the Internal Auditors of the Company to conduct the regularInternal Audit and place its Report before the Audit Committee. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear under review.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review.

FIXED DEPOSITS:

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding on the date of the Balance sheet.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in the business operations of theCompany from the Financial Year ended 31st March 2016 to the date of signing of theDirector's Report.

RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the company has laid down various steps to mitigate theidentified risk.

MECHANISM FOR BOARD EVALUATION:

Regulations 27 of the SEBI Listing Regulations states that the board shall monitor andreview the board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies act 2013 states that theperformance evaluation of the independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding ofthe Company's vision and objective skills knowledge and experience participation andattendance in Board/ Committee meetings; governance and contribution to strategy;interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the working of its Board Committees. Astructures questionnaire was prepared covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and timelines of flow ofinformation between the Company management and Board.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March 2016 the Company has neither received anycomplaints nor there are any pending complaints pertaining to sexual harassment.

SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act 2013 Company does not have SubsidiaryCompany. Thus disclosure in Form AOC-1 is not required.