We are pleased to present the ELEVENTH ANNUAL REPORT and audited accounts of thecompany for the financial year ended on March 31 2016.
(Figures in Rs.)
|Particulars ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
|Total revenue ||181936948.00 ||285068426.00 |
|Total expenses ||159117826.00 ||249250447.00 |
|Profit before exceptional Item & Tax ||22819122.00 ||35817979.00 |
|Loss/profit on sale of Fixed Asset ||(195655.00) ||1706979.00 |
|Profit before tax ||23014777.00 ||34111000.00 |
|Total Tax Expenses ||5762109.00 ||11330392.00 |
|Profit after Tax (PAT) ||17252668.00 ||22780608.00 |
|Appropriations || || |
|Transfer to general reserve ||Nil ||Nil |
|Dividend ||Nil ||Nil |
|Balance c/f out of current year PAT ||17252668.00 ||22780608.00 |
NATURE OF BUSINESS
The Company is engaged in the business of Real Estate Development. The Company developsresidential projects. There was no change in the nature of the business of the Companyduring the year under review.
HIGHLIGHTS OF F.Y. 2015-16
Conversion of 10 00000 (Ten lakh) Preference shares of Rs. 10/- each i.e. 100 00000.00 (One Crores Only) to Equity Shares as on 16.06.2015.
Conversion of "Sri Krishna Constructions (India) Private Limited" to"Sri Krishna Constructions (India) Limited" as on 16.06.2015.
Alteration of Memorandum and Article of Association as on 16.06.2015
Re-constitutions of Board of Directors.
Fixed Borrowing Power of the Board upto 100 Crores.
Fixed Investment Limited for Board upto 100 Crores.
Issued 50 00000 (Fifty lakh) Bonus shares of Rs. 10 per shares to the existingShareholder.
Appointment of Mr. Kailash Dhirendra Dubal as Chairman & Managing Directorof Company.
Initial Public Offer (10.09.2015 to 15.09.2015) which is over subscribed by 1.50Times and issued 25 20000 shares of Rs.45 each (Including premium of Rs. 35) to public.
Listing of Shares in BSE limited under SME Segment as on 01.10.2015.
During the year under review the Company earned a profit before tax of Rs. 2.30 Croresas compared to Rs. 3.41 Crores in the corresponding previous year representing a decreaseof 32.60% (approximately). The Company earned a profit after tax of Rs. 1.73 Crores ascompared to Rs. 2.28 Crores in the corresponding previous year representing a decrease of24.12% (approximately). During the financial year Company had raised 11.34 Crores fromPublic through Initial Public Offer. Total 25 20000 (Twenty five lakh twenty thousand)shares of Rs. 45 per shares (including premium of Rs.35 per shares) were issued to therespective Share holder.
TRANSFER TO RESERVES
It is not proposed to transfer any amount out of the current profits to GeneralReserve.
However with the view to conserve the resources of company the directors are notrecommending any dividend.
ISSUE OF BONUS SHARES
During the year under review the Company issued bonus equity shares in the ratio offive equity share of Rs. 10/- each fully paid up for every two equity shares held by theshareholders of the Company as on the Record Date. The aggregate number of bonus equityshares issued was 50 00000 (Fifty Lakh only). The allotment of these shares was made onJune 18 2015.
INITIAL PUBLIC OFFER
During the financial year Company had raised Rs. 11.34 Crores from Public throughInitial Public Offer. Total 25 20000 (Twenty five lakh twenty thousand) new shares ofRs. 45 per shares (including premium of Rs.35 per shares) were issued to the respectiveShare holder.
ALTERATION OF ARTICLES OF ASSOCIATION
The Articles of Association of the Company were altered during the year to align withthe requirements of the Companies Act 2013 and for the Conversion of Company from PrivateLimited to Public Limited Company.
ALTERATION OF MEMORANDUM OF ASSOCIATION
The Memorandum of Association of the Company were altered during the year to align withthe requirements of the Companies Act 2013 and for the Conversion of Company from PrivateLimited to Public Limited Company.
LISTING OF SHARE IN BSE LIMITED UNDER SME SEGMENT
The financial year 2015-16 is one of the most successful year for Sri KrishnaConstructions (India) Limited; as now we are listed in BSE limited under SME Segment asfrom October 01 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 149 150 152 Schedule IV of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 and Mr.Mahesh Liladhar Soneji Mr. Rashotham Krishnarao Devale Mr. Pradeepa Ramegowda Danasaleand Mr. Vivek Umesh Shah were appointed as Independent Directors of the Company for aterm of five years from the date of appointment.
Pursuant to the Provisions of Section 196 197 and 203 of the Companies Act 2013 andRules made there under (including any modifications or re-enactment) and read withSchedule V of the companies Act 2013. Mr. Kailash Dhirendra Dubal is appointed as aManaging Director of the company w.e.f. 22.06.2015.
Pursuant to Section 161 of the Companies Act 2013 and other applicable provisions andrules made there under Mr. Sunil D Surana is appointed as a Non-executive Director of theCompany w.e.f. 22.06.2015
Pursuant to Section 203 of the Companies Act 2013 and other applicable Provision &Rule made there under Mr. Jignesh Dhirendra Dubal and Mr. Barun Pandey is appointed as aChief Financial Officer and Company Secretary of the Company w.e.f. 22.06.2015 and23.06.2015 respectively.
The observations made by the Auditors in their Report referring to the Notes formingpart of the Accounts are self-explanatory and therefore do not require any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
At the 10th Annual General Meeting of the Company held on June 17 2015 M/S. Suthar& Co. Chartered Accountants were re-appointed as the Statutory Auditors of theCompany.
In terms of the first proviso to Section 139 of the Act read with Rule 3(7) ofCompanies (Audit and Auditors) Rules 2014 the appointment of the auditors shall besubject to ratification by the Members at every Annual General Meeting.
In this regard the Company has received a certificate from the Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Act.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
The Board has appointed Mrs. Sujtha M as the Internal Auditor of the company for thefinancial year 2015-16.
DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company s financial position have occurred between the end of thefinancial year of the Company and the date of this report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and that the provisionsof Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
MEETINGS OF THE BOARD
The Board of Directors met 18 times during the financial year ended March 31 2016 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
The details of the Board of Directors meetings are as follows:-
27.04.2015; 01.06.2015; 16.06.2015; 16.06.2015; 18.06.2015; 22.06.2015; 22.06.2015;23.06.2015; 30.06.2015; 03.07.2015; 07.07.2015; 17.07.2015; 22.07.2015; 23.07.2015;04.08.2015; 28.09.2015; 14.11.2015; 03.03.2016
The Audit Committee comprises Mr. Rashotham Krishnarao Devale as Chairman Mr. Sunil DSurana and Mr. Pradeepa Ramegowda Danasale as members. All the recommendations made by theAudit Committee were accepted by the Board.
The Members of Audit Committee were met two times during the financial year ended31.03.2016 In accordance with the need of their meeting i.e. 14.11.2015 and 03.03.2016.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is comprises of Mr. Vivek U Shah as ChairmanMr. M.L. Soneji Mr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. Allrecommendation made by Committee were accepted by the Board.
The Members of N&R Committee was met one time during the financial year ended31.03.2016 in accordance of their needs of meeting. i.e. 22.06.2015
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder s Relationship Committee is comprises of Mr. RashothamKrishnarao Devale as Chairman Mr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. Allrecommendation made by Committee were accepted by the Board.
The Members of Stakeholder s Relationship Committee was met one time during thefinancial year ended 31.03.2016 in accordance of their needs of meeting. i.e. 28.09.2015
Additionally during the financial year ended March 31 2016 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2016 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 31 2016 and of theprofits of the Company for the year ended on that date;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting familiarization programme for IndependentDirectors of the Company. At the time of appointment a formal letter of appointment isgiven to Independent Directors which inter-alia explains the role functionsduties and responsibilities expected from them as a Director of the Company. The Companyconducts structure orientation programmes for the Independent Directors to understand andget updates on the business and operations of the Company on a continuous basis. Suchprogrammes provide an opportunity to the Independent Directors to interact with SeniorLeadership team of the Company and help them to understand the Company s strategy modelsoperations services product-offerings finance human resources and such other areas asmay arise from time to time.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company. The Whistle Blower Policy is disclosed on thewebsite of the Company at www.skcipl.in
Pursuant to the provisions of the Companies Act 2013 and other applicable provisionand law a structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended March 31 2016 made under the provisions ofSection 92(3) is attached as Annexure - 1 which forms part of this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
During the year there was no employee in receipt of remuneration as prescribed in theRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016.The prescribed particulars of Employees as required under Section197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) amendments Rules 2016 is attached as Annexure 2 and formspart of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are attached as Annexure-3to this report.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company s equity shares are listed at Bombay Stock Exchange Limited (SME segment).The Annual listing fee for the year 2015-16 has been paid.
As required under the provisions of Section 204 of the Companies Act 2013 the reportin respect of the Secretarial Audit carried out by Mr. Gaurav Jain Practising CompanySecretary in Form MR-3 for the FY 2015-16 is attached as Annexure 4 to this report.The said report does not contain any adverse observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
As per Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the compliance with the Corporate Governance Provisions as specified inRegulations 17 18192021222324252627 and clauses (b) to (i) of sub- regulations(2) of regulations 46 and para CD and E of schedule V shall not applied.
Even though SKC have a Good Corporate Governance Practice a brief Report on CorporateGovernance is attached as Annexure 5.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report has been separately furnished in theAnnual Report as a Annexure -6
During the year employee relations continued to be cordial and harmonious at all levelsand in all divisions of the Company. There was a total understanding of the managementobjectives by the employees. The Company has consistently tried to improve its HR policiesand processes so as to acquire nurture & retain the best of the available talent inthe Industry.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the Company's business activities the Directors have nothing to reportunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts ) Rules 2014 with reference to Conservation of Energy & TechnologyAbsorption.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act
Disclosure relating to equity shares with differential rights
Disclosure relating to sweat equity shares
Disclosure relating to employee stock option scheme
Disclosure in respect of voting rights not directly exercised by the employees
Disclosure of significant or material orders passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company s operations in future.
Disclosure under Section 134(3)(o) of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 since the Company is not coveredunder Section 135 of the Companies Act 2013.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (the said Act ) has been made effective w.e.f. December 9 2013. It is an Act toprovide protection against sexual harassment of women at workplace and for the preventionand Redressal of complaints of sexual harassment and for matters connected therewith orincidental thereto.
During the year under review no complaints were filed with the Company under theprovisions of the said Act.
The Board of Directors wishes to thank the Central Government State Government RBISEBI and The BSE Limited (BSE) for their co-operation in various spheres of Company sfunctions. The Board of
Directors expresses its gratitude for the co-operation extended by the FinancialInstitutions / Term Lenders and Company s Bankers for their valuable support. TheDirectors thank all the shareholders of the Company its customers and investors for theirvaluable support during the year and look forward to their continued support in the yearsto come. The Company has also gained considerably from the sincere and devoted servicesrendered by its employees at all levels. The Board of Directors wishes to place on recordits sincere appreciation of the employee s efforts in enhancing the image of the companyin the market.
| || ||On behave of Board |
|Place: Bangalore ||Chairman and Managing Director ||CFO & Director |
|Date: 10.09.2016 ||DIN - 01771805 ||DIN:- 02210175 |