To the Members of Bhagyanagar Properties Limited
The Directors have pleasure in presenting the 13th Annual Report of yourCompany and the Audited financial statements for the financial year ended 31stMarch 2019 together with Auditors' Report thereon.
The performance of the Company during the year has been as under:
| || || |
(Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Sales and other Income ||87685264 ||14338816 ||94590902 ||14338816 |
|EBIDTA ||67199528 ||6603562 ||68125268 ||6457494 |
|LESS : || || || || |
|Depreciation ||203568 ||102111 ||423665 ||153361 |
|Interest and Finance charges ||718656 ||208790 ||828318 ||208790 |
|Profit before Taxation ||66277304 ||6292661 ||66873285 ||6095343 |
|Provision for Taxation : Current Tax ||13535944 ||1195706 ||14172955 ||1195706 |
|MAT Credit Entitlement ||(12609587) ||(259226) ||(12609587) ||(259226) |
|Taxes for earlier years ||- ||207303 ||- ||238083 |
|Profit after Tax ||65350948 ||5148878 ||65309917 ||4920780 |
|Add: Other Comprehensive Income ||- ||- ||- ||- |
|Total Comprehensive Income ||65350948 ||5148878 ||65309917 ||4920780 |
|Less: Minority Interest (Current year's Profit/(loss)) ||- ||- ||(27860) ||(44082) |
|Surplus brought forward from previous year ||16728387 ||8763670 ||17033330 ||9252630 |
|Add: MAT credit of earlier years ||- ||2815839 ||- ||2815839 |
|Less: Profit / (Loss) of earlier years on acquisition of subsidiaries ||- ||- ||(2750338) ||- |
|Balance available for appropriation ||82079335 ||16728387 ||79620769 ||17033330 |
|APPROPRIATION: || || || || |
|Balance c/f to Balance Sheet ||82079335 ||16728387 ||79620769 ||17033330 |
PERFORMANCE AND OPERATIONS:
The Company is into initial stage of operations. During the year 2018-19 the Company'stotal sales and other income stood at Rs.87685264 and Profit Before Taxation (PBT) ofRs.66277304 and Profit after Tax (PAT) of` 65350948. The Company and itssubsidiaries has sizeable land bank in and around Hyderabad. In view of the rapid growthof e-commerce as well as information technology companies in Hyderabad the Company hasset up a Warehouse at Gachibowli Hyderabad with around 62000 Sq.ft. and will be addingfurther warehouse space. Currently the following are key tenants among others viz.Amazon India Flipkart Blue Dart Big Basket Storespace Food Junction Kia Motors ITC.Your Company is also planning to set up co-working space for IT around 54000 Sq.ft. withhigh standard facilities. Further your company is entering into Lease Agreement withHyundai Motors for 15000 sq.ft which would be effective from 1st November2019.
The Company has the following subsidiary companies as on 31.03.2019. Further there hasbeen no material change in the nature of business of the subsidiaries.
|Sl. No. ||Name of Subsidiary ||Percentage of shareholding |
| || ||(%) |
|1 ||Scientia Infocom India Private Limited ||76.00 |
|2 ||Metropolitan Ventures India Limited ||100.00 |
|3 ||Masanto Containers Private Limited ||100.00 |
In terms of proviso to sub section (3) of Section 129 of the Act 2013 read withCompanies (Accounts) Rules 2014 the salient features of the financial statement of thesubsidiaries and Associates is set out in the prescribed Form AOC-1 which forms part ofthe annual report.
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements are prepared and annexed in accordance with theAccounting Standards 21 and 23 as prescribed under Section 133 of the Companies Act 2013read with Rule 7 of Companies (Accounts) Rules 2014 and Guidelines issued by Securitiesand Exchange Board of India ("SEBI") also forms part of this Annual Report. Asper the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.bhagyanagarproperties.com ofand copy of separate audited financial its subsidiaries will be provided to theshareholders at their request.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively have been duly followed by the Company.
The Company's issued subscribed and paid up capital as on 31.03.2019 is Rs.63990000divided into 31995000 equity shares of face value of Rs.2/- each.
TRANSFER TO RESERVES:
The Board of Directors of the Company have not recommended for transfer of any amountto the General Reserve for the financial year ended 31st March 2019.
The Board considering the company's performance and financial position for the yearunder review has not recommended dividend for the financial year 2018-19
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule-V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms an integral partof this Report and gives details of the overall industry structure developmentsperformance and state of affairs of the Company's business internal controls and theiradequacy risk management systems and other material developments during the financialManagement Discussion and Analysis Report is presented in a separate section forms part ofthe Annual Report as Annexure-II.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:
(a) That the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(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 at the end of thefinancial year 31st March 2019 and of the profit and loss of the company forthat period;
(c) That 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;
(d) That the directors have prepared the annual accounts for the financial year 31stMarch 2019 on a going concern basis; and
(e) That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
The Independent Directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 and Regulation 25(8)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 stating thatthey meet the criteria of independence as provided in sub-section(6) of Section 149.
NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment . andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.The details of Nomination and Remuneration Committee and Policy are stated in theCorporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR SECURITIES OR INVESTMENTS:
The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2019 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013. read withCompanies (Meetings of Board and its Powers) Rules 2014.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identificationmonitoring of such transactions. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website www.bhagyanagarproperties.com Theparticulars of contracts or arrangements with related parties referred to in sub-section(1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies(Accounts) Rules 2014 and the same is annexed herewith as "Annexure-III" tothis Report.
The Audit Committee consists of Independent Directors with Shri Nagesh Boorugu asChairman Shri D Venkatasubbiah and Dr. R N Sreenath as members. The Committee inter aliareviews the Internal Control System Reports of Internal Auditors and Compliance ofvarious regulations. The Committee also reviews the financial statements before they areplaced before the Board.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return as per the provisions of Section 92 of the Companies Act2013 and Rule 12 of Companies (Management and Administration) Rules 2014 in Form MGT-9 isannexed as Annexure - IV and has been uploaded on company's website athttp://www.bhagyanagarproperties. com/annual-report.html.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption foreign exchangeearnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure-I forming part of this Report.
RISK MANAGEMENT POLICY:
In terms of the requirement Section 134(3)(n) of the Companies Act 2013 and Regulation21 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has developed and implemented the RiskManagement Policy. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report. At present the Company has not identifiedany element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Based on the applicability criteria of Section 135(5) of Companies Act 2013 for thefinancial year ended 31st March 2019 the Board constituted Corporate SocialResponsibility (CSR) Committee on 23rd May 2019 consisting of followingDirectors namely Shri Narender Surana Chairman Shri Devendra Surana Member and Dr. R. NSreenath Member (Independent Director).
Corporate Social Responsibility policy was adopted by the Board of Directors on therecommendation of Corporate Social Responsibility Committee.
During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofperformance of all Directors is undertaken annually. The company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprise evaluation criteriataking into consideration various performance related aspects. The Board of Directors haveexpressed their satisfaction with the valuation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Narender Surana Director of the Company will retire by rotation at this AnnualGeneral Meeting and being eligible offers himself for re-appointment.
Ms Shresha Surana was appointed as whole-time director of the company by the Board attheir meeting held on 24.09.2018 subject to approval of shareholders at this AnnualGeneral Meeting. Further she was also appointed as Chief Financial Officer of the Companyw.e.f. 08.04.2019.
However Ms Shresha Surana due to her pre-occupation and various other commitmentsresigned from the Directorship of the Company effective from 20.07.2019. The resolutionfor seeking ratification by shareholders for appointment of Ms
Shresha Surana as Whole-time Director for the period from 01.10.2018 to 20.07.2019 hasbeen included in the notice of the Annual General Meeting.
During the period under review Shri Devendra Surana resigned from the office ofWhole-time Director on 24.09.2018 due to his pre-occupation and other commitments andagain appointed as Whole-time Director of the company on 07.08.2019 subject to approvalof shareholders at this Annual General Meeting.
The Board on recommendation of nomination and remuneration committee appointed MrsSanjana Jain as Additional Director (Independent Director women category) effective from07.08.2019 and will hold the office till the date of this Annual General Meeting. TheBoard recommends to shareholders for appointment of Mrs Sanjana Jain as IndependentDirector of the Company as detailed in item no. 5 of the notice of annual general meeting.
Pursuant to the provisions of Section 203 of the Act Shri Devendra Surana Whole-timeDirector Ms. Shresha Surana Chief Financial Officer and Shri. Rohit Jain CompanySecretary were formalized as the Key Managerial Personnel of the Company.
MEETINGS OF THE BOARD:
During the financial year under review 5 (Five) Board Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period of 120 days as prescribed under the CompaniesAct 2013 and Regulation 17 of SEBI Listing Regulations 2015.
The Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the following Stock Exchanges:
(i) BSE Limited Phiroze Jee Jeebhoy Towers Dalal Street Mumbai 400 001Maharashtra India; and
(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot No.C/1 G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051Maharashtra India.
The Company has paid the Annual Listing Fees to the said Stock Exchanges for theFinancial Year 2019-20.
M/s. Luharuka & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 26th September2017 for a term of five consecutive years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by Members atevery Annual General Meeting.
However in accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting. M/s. Luharuka &Associates Chartered Accountants have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
There are no qualifications reservations or adverse remarks made by M/s. Luharuka& Associates Chartered Accountants Statutory Auditors in their report for theFinancial Year ended 31st March 2019.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
The Board of Directors of the Company have re-appointed M/s Sekhar & Co. CharteredAccountants as Internal Auditors to conduct Internal Audit of the Company for theFinancial Year ended 31st March 2020.
The Board of Directors of the Company appointed Mrs. Rakhi Agarwal Company Secretaryin Practice Hyderabad to conduct Secretarial Audit for the financial year 2019-20.
The Secretarial Audit Report of Mrs. Rakhi Agarwal Company Secretary in Practice forthe financial year 2018-19 is annexed herewith as Annexure-V.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark. During the year under review the Company has complied with the applicableprovisions of the Secretarial Standards.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as per the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate report on corporate governancepractices followed by the Company together with a Certificate from the Company's Auditorsconfirming compliances forms an integral part of this Report.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows: (i) The ratio ofthe remuneration of each director to the median remuneration of the employees of thecompany for the financial year;
|Name of the Director ||Ratio to Median Remuneration |
|Shri Narender Surana Director* ||18.21 |
|Ms. Shresha Surana Whole- time Director # ||7.29 |
* Drawing remuneration of Rs.5 lacs per month by way of commission w.e.f. 01.10.2018
# appointed as Whole-time Director w.e.f.01.10.2018
(ii) The percentage increase in remuneration of each director
Chief Financial Officer Chief Executive Officer Company Secretary or Manager if anyin the financial year;
|Name of Person ||% increase in remuneration |
|Narender Surana Director ||NA* |
|Shresha Surana Whole-time Director ||NA# |
|Shri. Rohit Jain Company Secretary ||23.08 |
* Since Shri Narender Surana drawing remuneration of Rs.5 lacs per month by way ofcommission w.e.f. 01.10.2018.
# Since Ms Shresha Surana appointed as Whole-time Director w.e.f. 01.10.2018.
(iii) The percentage increase in the median remuneration of employees in the financialyear 20.13%
(iv) The number of permanent employees on the rolls of company 13.
(v) 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 there areany exceptional circumstances for increase in the managerial remuneration; The averageincrease in salaries of employees other than managerial personnel in 2018-19 was 9.79%.Percentage increase in the managerial remuneration for the year was Nil.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors team carries out extensive audit and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31 st March 2019to which the financial statements relates and the date of signing of this report.
The industrial relations of the Company continued to be harmonious during the yearunder review.
POLICY ON SEXUAL HARRASSEMENT
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Internal Complaints Committee (ICC) has been setup to redress complaint receivedregarding sexual harassment. During the period under review no complaints was received bythe ICC.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the
Company's operations include global and domestic demand and supply conditions affectingselling prices of finished goods input availability and prices changes in governmentregulations tax laws economic developments within the country and other factors such aslitigation and industrial relations.
The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.
| ||For and on behalf of the Board of Directors |
|NARENDER SURANA ||DEVENDRA SURANA |
|DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN-00075086 ||DIN-00077296 |
|Place: Secunderabad || |
|Date: 07.08.2019 || |
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
(Information Under Section 134(3)(m) of The Companies Act 2013 Read with Rules 8(3)of the Companies (Accounts) Rules 2014)
|1. CONSERVATION OF ENERGY: || |
|(i) Energy Conservation measures ||The Company is continuing with energy saving measures initiated earlier like introduction of Variable Frequency Drive (VFD) etc. to reduce the Power Consumption. |
|(ii) Total energy consumption ||N.A. |
2. TECHNOLOGY ABSORPTION :
(Disclosure of particulars with respect to Technology Absorption)
|A. Research and Development (R & D) : || |
|1. Specific areas in which R & D is carried out by the Company ||NIL |
|2. Benefits derived as a result of the above R & D ||NIL |
|3. Future plan of action ||Development of land property. |
|4. Expenditure on R & D ||No expenditure was incurred on Research & Development |
|B. Technology absorption adaptation and innovation ||NIL |
|3. FOREIGN EXCHANGE EARNINGS AND OUTGO: || |
|Total Foreign Exchange used and earned || |
|Used ||Nil |
|Earned ||Nil |
| ||For and on behalf of the Board of Directors |
| ||NARENDER SURANA ||DEVENDRA SURANA |
|Place : Secunderabad ||DIRECTOR ||WHOLE-TIME DIRECTOR |
|Date : 07.08.2019 ||DIN-00075086 ||DIN-00077296 |
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
1. Details of contracts or arrangements or transactions not at arm's length basis: Notransactions.
2. Details of material contracts or arrangement or transactions at arm's lengthbasis:
|Sl. No. ||Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangements/ transactions ||Duration of the contracts/ arrangements/ transactions ||Salient terms of the contracts or arrangements or Transactions including the value if any: ||Date(s) of approval by the Board if any: ||Amount paid as advances if any: |
|1 ||Surana Solar Limited (Common Directors are holding more than 2% of the Share Capital of the Company) ||Purchase of Modules ||01.04.2018 to 31.03.2019 ||` 31.50 lakhs ||23.05.2019 ||- |