Shelter Infra Projects Ltd.
|BSE: 526839||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE413C01013|
|BSE LIVE 15:14 | 08 Sep||4.75||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Shelter Infra Projects Ltd. (SHELTERINFRA) - Director Report
Company director report
On behalf of the Board of Directors it is our pleasure to present the Forty Third AnnualReport together with the Audited Statement of Accounts of Shelter Infra ProjectsLimited ("the Company") for the year ended 31st March 2015.
The summarized standalone results of your Company are given in the table below.
Rs. in Lacs
*previous year figures have been regrouped/rearranged wherever necessary.
Gross revenues decrease to Rs. 389.58 Lacs against Rs. 816.55 Lacs in the previousyear. Profit before depreciation and taxation was Rs. 38.12 lacs against Rs. 105.6 Lacs inthe previous year. After providing for depreciation and taxation of Rs. 37.45 Lacs &Rs 25.02 Lacs respectively the net profit of the Company for the year under review wasplaced at Rs. (24.35) Lacs as against Rs. 46.82 lacs in the previous year. Due to toughmarket conditions and on account of very high levels of taxation the company's turnover interms of value has reduced at a marginal 47.71 % during the year under review. Howeverthe profit after tax has reduced by 152% due to unprecedented high levels of Raw Materialprices throughout the year.
The second half of 2014 was full of positive surprises for India's real estate sector.Important events like banks lowering interest rates RBI offering incentives forinfrastructure financing and creation of real estate investment trusts (Reits) wereone-of-its-kind initiatives that real estate developers cheered during last year. And thetwo most remarkable events was unveiling of 'Make-in-India' campaign and relaxation of FDInorms in construction sector has also brought in a lot of optimism into the sector whichis most of the times riddled with controversies.
Now when we have ushered into 2015 real estate developers and experts believe therecould be even more interesting trends that would rule the real estate sector. Unlikeconventional market trends residential plots are gaining prominence amid property buyers.Buyers prefer to buy plots for attractive returns in the mid-to-long term horizon. Thiscan further be justified by the fact that they are now considering upcoming smart citieswhere apartment culture is yet to catch pace. Also for the development of these smartcities smaller areas in the peripheries are being identified. As this concept is yet totake off in most areas plots tend to have become a strong investment option.
Cities falling along the major industrial corridors are expected to see immense growthin the coming years. As each corridor passes through various existing industrial clusterstowns and cities these are likely to become investment hubs. Thus once completed thereal estate growth at India's hinterlands connected via these corridors will beexponential.
Affordable housing has become the talk of town ever since BJP in their manifestopromised 'housing for all' by 2022.Post the budget that opened a jackpot for affordablehousing with a mammoth budget of Rs 4000 crore (Rs 40 billion) and tax incentives forhome loans the mission got another facelift. In July 2014 RBI also tweaked thedefinition of affordable houses. As per the changed norms home loans up to Rs 5000000in metropolitan cities and Rs 4000000 in non-metro cities will now come under thepurview of affordable housing.
Smaller property sizes are now taking precedence over larger units across the metros.Large swanky homes that are huge on maintenance are no longer an attraction for severalmetropolitan buyers. This was also validated by our recent survey where maximum peoplepreferred property sized 800-1200 sq. ft. Moreover understanding the affordabilityaspect of the prospective buyers builders are also launching properties that are smallerin size but fall well within the budget of the home buyer.
As we look forward to 2015 the macroeconomic environment is expected to continue toimprove. The single-family housing sector pricing and sales continues to strengthenalbeit at a slow and inconsistent pace. These positive macroeconomic parameters couldpotentially provide a further boost to the strengthening Commercial Real Estate recovery.
The paid up equity capital as on March 31 2015 was Rs. 357.02 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
Your Directors regret to declare any dividend for the year under report due to theoperating profit will be absorbed for the development of projects during the year.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN ;
Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return is Annexedas ANNEXURE 1.
COMMITTEES OF BOARD:
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
The Audit Committee comprises of 3 Directors Mr. Chinmoy Mazumdar as Chairman Mr.Kamal Kishore Choudhury & Mr. Shibram Nag as members of the Committee. The Committeehas the necessary financial background and expertise in financial and internal controlareas.
The composition of the Audit Committee and the details of meetings attended by theDirectors are given below:
During the Financial year the Audit Committee held 4 meetings on 26.05.201411.08.2014 13.11.2014 and 03.02.2015. The Audit Committee of the Company meets before theFinalization of Accounts in each year and also meets in each quarter before the results ofthat quarter is published in the newspapers and informed to the stock exchanges asrequired under clause 41 of the Listing Agreement.
Section 177 of the Companies Act 2013 requires every listed company and such class orclasses of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel("the Code") which lays down the principles and standards that should governthe actions of the Directors and Senior Management Personnel.
Any actual or potential violation of the Code howsoever insignificant or perceived assuch is a matter of serious concern for the Company. Such a vigil mechanism shall providefor adequate safeguards against victimization of persons who use such mechanism and alsomake provision for direct access to the chairperson of the Audit Committee in appropriateor exceptional cases.
Effective October 1 2014 Clause 49 of the Listing Agreement between listed companiesand the Stock Exchanges inter alia provides for a mandatory requirement for all listedcompanies to establish a mechanism called Whistle Blower Policy" for employeesto report to the management instances of unethical behavior actual or suspected fraud orviolation of the company code of conduct.
In compliance of the above requirements SHELTER INFRA PROJECTS LIMITED being a ListedCompany has established a Vigil (Whistle Blower) Mechanism and formulated a Policy inorder to provide a framework for responsible and secure whistle blowing/vigil mechanism.
The Policy is an extension of the Code of Conduct for Directors & Senior ManagementPersonnel and covers disclosure of any unethical and improper or malpractices and eventswhich have taken place/ suspected to take place involving:
1. Breach of the Company Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions of employment and rules thereof
4. Intentional Financial irregularities including fraud or suspected fraud
5. Deliberate violation of laws/regulations
6. Gross or Wilful Negligence causing substantial and specific danger to health safetyand environment
7. Manipulation of company data/records
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets
All Protected Disclosures should be reported in writing by the complainant as soon aspossible not later than 30 days after the Whistle Blower becomes aware of the same andshould either be typed or written in a legible handwriting in English.
The Protected Disclosure should be submitted under a covering letter signed by thecomplainant in a closed and secured envelope and should be super scribed as"Protected disclosure under the Whistle Blower policy" or sent through emailwith the subject "Protected disclosure under the Whistle Blower policy". If thecomplaint is not super scribed and closed as mentioned above the protected disclosurewill be dealt with as if a normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer of the Companyor to the Chairman of the Audit Committee in exceptional cases.
The contact details of the Vigilance Officer are as under:-
COMPANY SECRETARY CUM COMPLIANCE OFFICER
DN-1 SECTOR - V SALT LAKE
KOLKATA West Bengal 700091
Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall detach the coveringletter bearing the identity of the Whistle Blower and process only the ProtectedDisclosure. The details of establishment of vigil mechanism for Directors & employeesto report genuine concerns are available at the website of the Company viz.
b. Nomination & Remuneration Committee
During the year the Committee had met on 06.06.2014 &
c. Stakeholders Relationship Committee
During the year the Committee had met on 27.05.2014 28.06.2014 24.07.201405.09.2014 and 04.02.2015
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
In the last AGM held on 26th September 2014 M/s. G. Basu & Co.Chartered Accountants have been appointed Statutory Auditors of the Company for a periodof 1 years. On recommendation Audit committee Board has proposed M/s. G.Basu &Company Chartered Accountants (Registration No. 301174E) re-appointment of StatutoryAuditors for financial year 2015-16 is being sought from the members of the Company at theensuing AGM.
Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report. The observations made in the Auditors' Report are explained below.
> In view of pending one time settlement proposal with the State Bank of Bankinterest from October 2012 has not been considered as a stop gap arrangement and not as adeviation of AS1.
In terms of Section 204 of the Act and Rules made there under M/s. K. Arun &Co. Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as ANNEXURE 2 to thisreport. The report is self-explanatory and do not call for any further comments.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
HUMAN RESOURCES :
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
DECLARATION BY INDEPENDENT DIRECTORS
Mr Sankalan Dutta Mr. Kajal Chatterjee Mr. Kamal Kishore Chowdhary and Mr. Shib RamNag are independent Directors on the Board of your Company. In the opinion of the Boardand as confirmed by these Directors they fulfils the conditions specified in section 149of the Act and the Rules made thereunder about their status as IDs of the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION:
This Policy envisages the role and responsibility of the Independent DirectorsConstitution of the Nomination and Remuneration Committee term of appointment ofManagerial Personnel Directors KMPs Senior Management remuneration of the ManagerialPersonnel KMPs Senior Management Independent Directors Stock Options to ManagerialPersonnel KMPs Senior Management other employees evaluation of Managerial PersonnelKMPs Senior Management Independent Directors etc. The Nomination and RemunerationCommittee will consist of three or more nonexecutive directors out of which at leastone-half shall be independent director(s) provided that Chairperson of the Company may beappointed as a member of this Committee but shall not chair such Committee. The Boardshall reconstitute the Committee as and when required to comply with the provisions of theCompanies Act 2013 and applicable statutory requirements including the Listing Agreement.The meeting of Committee shall be held at such regular intervals as may be required tocarry out the objectives set out in the Policy. The Committee members may attend themeeting physically or through Video conference or through permitted audio -visual modesubject to the provisions of the applicable laws. The Committee shall have the authorityto call such employee (s) senior official(s) and / or externals as it deems fit. TheCompany Secretary shall act as Secretary to the Committee. For detailed information aboutthe policy your are requested to visit your company website
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :
During the year under review the no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company'soperations.
HOLDING AND SUBSIDIARIES:
Your Company continues to be the Subsidiary of Ramayana Promoters Pvt. Ltd. Furtherthe Company has no subsidiaries.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Audit committee of yourcompany has performed regular review on internal financial controls of your company.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the Listing Agreement.
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.ccapltd.in.
The Company in the ordinary course of its business enters into transactions relatingto Sale purchase or supply of any goods or materials Selling or otherwise disposing ofor buying property of any kind Leasing of property of any kind Availing or rendering ofany services Appointment of any agent for purchase or sale of goods materials servicesor property other obligations from Senguro Infracon Pvt. Ltd. Shelter BrickfieldsAkankha Nirman pvt Ltd. and MZM Nirman Pvt. Ltd. who is a 'Related Party' within themeaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The currentand the future transactions are/will be deemed to be 'material' in nature as defined inClause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annualturnover of the Company based on future business projections. Thus in terms of Clause49(VII)(E) of the Listing Agreement these transactions would require the approval of themembers by way of a Special Resolution.
A resolution for approval of this Related Party Transaction has been included in theNotice convening the ensuing AGM of the Company.
Details of Transaction made at arm's length price are attached as ANNEXURE 3.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as under;
(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year; Rs. 9033.5/-
(ii) the percentage increase in remuneration of each director Chief FinancialOfficerChief Executive Officer Company Secretary or Manager if any in the financialyear; No increment
(iii) the percentage increase in the median remuneration of employees in the financialyear; No increment
(iv) the number of permanent employees on the rolls of company; 22 nos
(v) the explanation on the relationship between average increase in remuneration andcompany performance; N/A
(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company; vise versa decreased
(vii) variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year;There is no variations in the market capitalisation of the company There is no changes inpe ratio
(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; N/A
(ix) comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company; vise versa decreased
Company has made Nomination Remuneration Policy so that the remuneration is as per theremuneration policy of the company. For detailed information about the policy your arerequested to visit your company website www.ccapltd.in.
There was no employees in the company ;
i) employed throughout the financial year was in receipt of remuneration for that yearwhich in the aggregate was not less than sixty lakh rupees;
ii) employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees;
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Chinmoy Majumdar Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment.
Any director of the company is not resigned during the year. Miss. Maumana Pal isappointed as an Additional Director under independent category seeking appointment undersection 152 and other applicable provision of Company act 2013.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has no unpaid and unclaimed amounts lying with the Company with respect tofinancial year 2006-07 as no dividend was declared in said year.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Woman at the Workplace (Prevention Prohibition &Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redresscomplaint received regarding sexual harassment. All Employees (permanent Contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed of During each calendar year.
-No of Complaints Received - NIL -No of Complaints Disposed off - NILL
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings or out flow.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Although your Company's core activity is in the area of civil construction which is notpower intensive your Company is making every efforts to conserve the power. Criticalnatural resources like Diesel etc. are consumed efficiently to ensure proper energyutilization and conservation.
Your company has not undertaken any research and development activity nor any specifictechnology obtained from any external sources during the year under review which needs tobe absorbed or adopted. There are no foreign exchange earnings or outgo during the yearunder review.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.