Your Directors have pleasure in presenting the Eleventh Annual Report of the businessand operations of the Company together with audited financials for the year ended 31stMarch 2017.
The highlights of the Company's performance for the year ended 31st March 2017 are asunder:
Rs. in Lakhs
|Particulars || |
Year ended March 31 2017
Year ended March 31 2016
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Profit before taxes ||557.45 ||682.10 ||1070.71 ||1034.67 |
|Profit after taxes ||351.31 ||475.95 ||730.15 ||716.31 |
|Balance brought forward ||1991.54 ||1817.13 ||1703.87 ||1600.82 |
|Transfer to Capital Redemption Reserve ||18.38 ||18.38 ||500.00 ||500.00 |
|Balance carried over to Balance Sheet ||1696.34 ||2290.65 ||1991.54 ||1817.13 |
Revenue from consolidated operations for the financial year ended 31st Mar 2017 was Rs.4205.58 Lakhs as against Rs. 6231.61 Lakhs during the previous year resulting in profitbefore tax of Rs. 557.45 Lakhs and profit after tax of Rs. 351.31 Lakhs against Rs.1070.71 Lakhs and Rs. 730.15 Lakhs respectively in the previous year.
STANDALONE OPERATIONS: s
Revenue from standalone operations during the year was Rs. 3874.43 Laksh as against Rs.5061.86 Lakhs in the previous year. Profit before tax was Rs. 682.10 Lakhs againstRs.1034.67 Lakhs and profit after tax was Rs. 475.95 Lakhs against Rs716.31 Lakhs during15-16.
The Financial summary as required u/s. 134(3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is provided in the prescribed format AOC - 3 in AnnexureIII to this report.
CHANGE OF REGISTERED OFFICE:
During the year the Company changed the Registered Office of the Company within theBangalore jurisdiction effective 2nd February 2017 to economise the cost. Necessaryfilings have been made with the RoC Karnataka and intimations have been sent to all thestakeholders. The new registered office address is mentioned above.
Your Directors do not recommend any dividend on the Equity Shares of the Company with aview to plough back the profits. However payment of the fixed dividend of 0.001% P.A.payable on the Preference Shares issued by the Company is declared for the financial year2016-17 amounting to Rs.404.00 including dividend tax of Rs. 67.00=
During this year 2016-17 the Company redeemed 183852 Optionally RedeemablePreference Shares'(ORPS) of Rs.10/- each at a premium of Rs. 1340= aggregating to Rs.248200200=. Transfer to Capital Redemption Reserve Rs. 1838520= was made out of theprofits as statutorily required.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes or commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this reporting.
Equity shares of your Company continue to be listed in the Institutional TradingPlatform of SME segment of the National Stock Exchange of India Limited SME EMERGE ITPExchange Plaza 5th Floor Plot No .C/1 G Block Bandra-Kurla Complex Bandra (East)Mumbai- 400 051 effective October 212014.
Pursuant to provisions of Section 204 of the Companies Act 2013 your Company hasengaged the services of Mr. K Jayarama Company Secretary in Practice Bangalore toconduct the Secretarial Audit of the Company for the financial year ended March 312017.
The Secretarial Audit Report (in Form MR - 3) is attached as Annexure - to this Report.
SUBSIDIARIES/ ASSOCIATES / JOINT VENTURES:
Agrim Realtech Private Limited Niwas Realtech Private Limited and Shakti BuildwellPrivate Limited continue to be wholly-owned subsidiaries of your Company. Thesesubsidiaries participate in the development of the 106 acre at G99 Integrated TownshipProject at Gurgaon along with the JV Company M/s. Spark Town Planners Private Ltd thedeveloper wherein 50% of the shareholding is held by your Company. The performance ofSubsidiaries/ Associates / Joint Ventures as required u/s.!29(3) of the Companies Act 2013read with Companies (Accounts) Rules 2014 is provided in the prescribed format AOC-1 inAnnexure l to this report
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended pertainingto the information of the employees of the Company to whom the said rules are applicableand who is employed throughout the year:
Name: Prakash Gurbaxani Age: 56 years Designation: Managing Director Remunerationreceived Rs. 35757199/-. Qualification: B.E. (Civil Engg.) M.S. (ConstructionManagement) Experience 32 years Date of commencement of employment: 25.01.2007 and lastemployed with TSI Ventures(lndia) Private Limited Bangalore.
REMUNERATION POLICY OF THE COMPANY
The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isattached as Annexure- to this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Director's Responsibility statement it is hereby confirmed that:
(i) The Annual Accounts have been prepared in compliance of the applicable AccountingStandards together with proper explanations relating to material departures;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made reasonable and
prudent judgments and estimates so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the Profit & Loss ofthe Company for that period.
(iii) The Directors took proper and sufficient care for the maintenance of proper andadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts are prepared on a "going concern" basis.
(v) Company has laid down internal financial controls and that such internal financialcontrols are adequate and were operating effectively.
(vi) The Company has devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
CONSERVATION OF ENERGY R& D AND TECHNOLOGY ABSORPTION:
I. CONSERVATION OF ENERGY
The Company has taken energy savings measures viz.
The buildings are ergonomically designed to consume less power and to includemore natural light and ventilation.
Use of major materials in construction which arecertified by IGBC (Indian GreenBuilding Council)
Implementing rain water harvesting system and Sewage Treatment Plants (S'TP) inthe projects.
Use of treated water for landscaping and flushing.
Use of LED and Solar power for street lighting and common areas to save power.
As the Company is not a manufacturing one R & D activities are notapplicable.
II. TECHNOLOGY ABSORPTION
Company works on a mechanized process to reduce cost and increase the efficiencyof the operations.
By appointing architects consultants technology up-gradation has been broughtto the projects.
The Sewage Treatment Plants (STP) - latest technology has been adopted which ismore efficient and energy savings.
The Company has not accepted any deposits in terms of the provisions of Section 73 ofthe Companies Act 2013 during the year under review.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AS REQUIRED u/s SECTION 186 OF THECOMPANIES ACT:
The Company has provided counter guarantee to Axis bank Limited to tune of Rs.3.70Crores on behalf the Joint Venture Entity M/s. Spark Town Planners Private Ltd. Details ofrelated party transactions forming part of the financials attached separately.
PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES AS REQUIRED u/sSECTION 188 OF THE COMPANIES ACT:
The particulars are provided in the prescribed format AOC-2 in in Annexure II to thisreport AUDITORS' REPORT:
Auditors' Report attached hereto is self-explanatory and needs no comments thereon.
FOREIGN EXCHANGE EARNINGS AND OUTFLOWS;
The Company witnessed nil inflow of Foreign Exchange but the outflow of ForeignExchange was Rs. 222583950/- (USD 3329602.84) on account of redemption of OptionallyConvertible Preference Shares.
M/s. RCE & Co Chartered Accountants Bangalore retire at the ensuing AnnualGeneral Meeting and are eligible for re-appointment.
Your Company has complied with all the requirements of corporate governance stipulatedunder clause 42 of the SME listing agreement entered into the National Stock Exchange ofIndia Limited. A report on Corporate Governance forms part of this report.
The practicing Company Secretary have examined the requirements of corporate governancestipulated under clause 42 of the SME listing agreement and have certified the compliance.The certificate is reproduced in the corporate governance report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135 of the Act read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the Board has constituted a CSR committee and based on therecommendation of the Committee the CSR policy has been approved by the Board of Directorsof the Company.
During the year under review the Company did not contribute the sum towards its CSRactivities as statutorily required i.e. 2% of the average net profit for three precedingfinancial years amounting to Rs. 13.25 lacs for want of identification of the relevantactivities. As such the manner in which the amount was spent is not indicated. In thenear future the Company will increase its contributions to CSR activities as the Companyis committed to contribute towards the betterment of the Communities where we have ourprojects.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in form MGT - 9 as on March 312016 is attached as Annexureto this report DIRECTORS:
During the year Dr. Archana Hingorani Director resigned from the Board with effectfrom 9th November 2016 and her resignation accepted and the Board placed on record itsdeep sense of appreciation for the valuable services rendered by her to the Board and tothe Company during his tenure as Director.
Mr. Prakash Gurbaxani Mr. Anant Kumar Kulkarni Mr. Sheshagiri Kulkarni and Mr. AnandSadashiv Kapre continue to be Directors of your Company.
The Promoter ILFS proposed appointment of Mr. Vinode Thomas (DIN - 01893613) asAdditional Non-Independent Non-Executive Director and Mr.-Vinode.was inducted into theBoard with effect from 18.07.16. He holds the office up to the ensuing Annual GeneralMeeting and it is proposed to appoint him at the ensuing Annual General Meeting asNon-Independent Non-Executive Director of the Company under Section 149 of the CompaniesAct 2013 and your Directors recommend the same.
The Company has received declarations from all Independent Directors confirming thatthey meet the criteria of
independence as prescribed under the Companies Act 2013.
The Directors take this opportunity to place on record their sincere thanks to theinvestors bankers auditors and all the employees for their support.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Prakash Gurbaxani |
| ||Managing Director |
|Place: Bengaluru || |
|Date: May 22 2017 || |