Suvidha Infraestate Corporation Ltd.
|BSE: 531640||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE936N01010|
|BSE LIVE 13:40 | 25 Apr||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531640||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE936N01010|
|BSE LIVE 13:40 | 25 Apr||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of
SUVIDHA INFRAESTATE CORPORATION LIMITED
Your Directors have pleasure in presenting the Twenty ForthBoard's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2016.
FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYSAFFAIR
The Sales of the Company were Rs. 12.55 Lakhs in the current year as against last year.Rs.40.87 Lakhs. The profit after tax was Rs. 28.84 lakhs compared to Rs. 1.93 lakhs in theprevious year. Your directors are hopeful of achieving higher sales and higher profit inthe next year.
The company has developed 70 plots of different carpet area under a scheme known as 64Park Avenue. The development is almost completed and is ready for possession. Few buyershave already started construction on their respective plots. The company has decided tobook sales as per Guidance note on recognition of Revenue by Real Estate Developers issuedby ICAI. Your directors are hopeful to sale remaining plots in the near future.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
TRANSFER TO RESERVES
For the financial year ended 31st March 2016 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.
In view of past losses Directors does not recommend any dividend for the equityshareholders for the financial year 2015-16.
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.
Presently the Share Capital of the Company is Rs. 83940500/- divided into8896000Equity Shares of Rs. 10/- each.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans guarantees or made any investments under Section186 of the Companies Act 2013 during the financial year 2015-16.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During this period under the review not applicable to the Company. Hence yourDirectors have not constituted the Corporate Social Responsibility (CSR) Committee.
The Company does not have any subsidiary company.
DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR
Mrs. Parul K. Gajjar resigned as director from the board of your Company with effectfrom 13th August 2015. Ms. Jaini M. Jhaveri has been appointed as an AdditionalIndependent Woman Director with effect from 29thMarch 2016.
In accordance with the provisions of the Companies Act 2013 Anup KumarGoswamiDirector of the Company retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment.
There was no other change in the directors and KMP during the year under review.
MEETINGS OF THE BOARD
The Board of Directors of your Company met 5 Times during the year to carry the variousmatters. The Meetings were convened on 29th May 2015 13th August 2015 9th November2015 13th February 2016 and 29th March 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that He / She meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013.
COMPOSITION OF AUDIT COMMITTEE
The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013.
The Audit Committee acts as a link among the Management the Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee's purpose is to oversee the quality and integrity of accounting auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.
Composition of Audit Committee and the attendance record of members for 2015-16 isbelow
During the Financial Year 2015-16 5 Meetings were held on 29th May2015 13th August20159th November 2015 and 13th February 2016.
The necessary quorum was present for all the meetings
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY-
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for the selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.
The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities.
RISK MANAGEMENT POLICY
The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavioractual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.
DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Company is committed to provide a safe & conducive work environment to itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.
In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.
As your company's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis forms a part of this annual report and is annexed tothis report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised a proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
M/s J.M Parikh & Associates Chartered Accountants (Registration No. 118007W)whoare Statutory Auditors of the Company to hold office up to the forthcoming Annual GeneralMeeting and are recommended for ratification of re-appointment for the financial year2016-17.
As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s J.M Parikh & Associates to theirappointment and a Certificate to the effect that the ratification of their appointmentif made would be in accordance with the Companies Act 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act2013.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.
Though there is no qualification from the Statutory Auditor. Further their otherobservation in the auditor's report read with Notes to Accounts isselfexplanatory innature and need no further clarification.
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as Annexure A.
SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD
(a) The Company has not appointed Company Secretary as KMP as required under section203 of Companies Act 2013 and Compliance Officer as required under regulation 6 of SEBI(LODR) Regulations 2015:- The Company is looking for a suitable candidate but so forunable to find out suitable person for the post considering the weak financial positionof the Company.
(b) The Company has not published Board meeting Notice Advertisement in newspaper asper Regulation 47 of SEBI (LODR) Regulations 2015:- Due to the weak financial position ofthe Company the company could not publish the notice in the newspaper however thecompany has submitted the same with the stock exchange and uploaded the same on itswebsite.
(c) The company is required to file MGT-14 under Section 179 for appointment ofInternal Auditor under section 138 of the Act:-The Board will ensure the filing of formsin the due course of time.
(d) The Constitution of the Audit Committee and Nomination & Remuneration Committeeis not in accordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI(LODR) Regulations 2015 during the part of the year:- The Company has complied with thesame after the appointment of Independent directors on 29th March 2016.
(e) The Company has not complied with Regulation 31(2) of SEBI(LODR)Regulation 2015according to which 100% shareholding of promoter shall be in Demat form:- The Company isin the process of dematerializing the same and will be done in due course of time.
(f) The Company is required to intimate the change in shareholding of promoter by 2% ormore to the Stock Exchange and to the Registrar of Companies during the period underreview:-Some of the promoters group shares were held in public category by mistake thesame is being corrected during the year and accordingly the shares belong to promotercategory shifted to promoter group from the public category. Due to these process thereis change in promoter shareholding.The company will comply with the provisions of the Actin due course of time.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company had Contingent Liability in the past year and the case was pending in theCourt. However during the Year Company has won the case in the court and the money hasbeen received therefore now the company shows profit balance.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(a) Conservation of energy measures taken:
The Board of Directors has taken following steps to conserve the energy:
Switching off lights A/C and computers whenever not used.
Power utilization on all computers pantry and cabins.
Planning to replace lights with low energy consumption units.
The Board is considering the option of using solar energy resources.
Controlled the energy consumption by optimizing the temperature inside theoffice premises is the major contributor for the energy conservation for the stores.
Optimized lighting consumption by strictly controlling the operating hours asper the usage pattern.
After constant monitoring and effective utilization the company's electricity billshave shown a reduction. The board is constantly taking initiatives and steps to reduce thebills and is optimistic for a favorable output. The Board is also using energy saverequipments.
(b) Technological absorption measures:
B. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company does not have any employees drawing remuneration in excess of the limitsspecified in Section 197(12).
RATION OF REMUNERATION OF EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofratio of remuneration of each director to the median remuneration of the employees of theCompany for the Financial Year will be made available for inspection at its registeredoffice of the Company during the working hours for a period of twenty one days before thedate of annual general meeting of the company pursuant to Section 136 of the CompaniesAct 2013 and members if any interested in obtaining the details thereof shall makespecific request to the Company in this regard.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013.
There were no material significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
The policy on Related Party Transactions was approved by the Board of Directors. Noneof the Directors have any pecuniary relationships or transactions vis-a-vis the Company.
EXTRACT OFANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked as Annexure B.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act Mr. Kishore Goswami ManagingDirector and Mr. Anup K. Goswami CFOare the Key Managerial Personnel of your Company.
(i) There were no material changes and commitments affecting the financial position ofyour Company between the end of the financial year and the date of this report.
(ii) Your Company has not issued any shares with differential voting.
(iii) There was no revision in the financial statements.
(iv) Your Company has not issued any sweat equity shares.
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.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.