To the Members of Bhagyanagar Properties Limited
The Directors have pleasure in presenting the 14th AnnualReport of your Company and the Audited financial statements for the financial year ended31st March 2020 together with Auditors' Report thereon.
The standalone and consolidated performance of the Company during theyear is summarized below:
(Amount in Rs)
|Particulars ||Standalone ||Consolidated |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Sales and other Income ||93366792 ||87685264 ||165186656 ||94590902 |
|EBIDTA ||70519072 ||67199528 ||123640413 ||68125268 |
|LESS : || || || || |
|Depreciation ||1245177 ||203568 ||1724625 ||423665 |
|Interest and Finance charges ||9639199 ||718656 ||18068559 ||828318 |
|Profit before Taxation ||59634696 ||66277304 ||103847229 ||66873286 |
|Provision for Taxation : Current Tax ||9886161 ||13535944 ||17158548 ||14172955 |
|MAT Credit Entitlement ||(9886161) ||(12609587) ||(10205268) ||(12609587) |
|Profit after Tax ||59634696 ||65350948 ||96893949 ||65309918 |
|Add: Other Comprehensive Income ||- ||- ||- ||- |
|Total Comprehensive Income ||59634696 ||65350948 ||96893949 ||65309918 |
|Less: Minority Interest (Current year's Profit/(loss)) ||- ||- ||700156 ||(27860) |
|Surplus brought forward from previous year ||82079335 ||16728387 ||79620770 ||17033330 |
|Less: Profit / (Loss) of earlier years on acquisition of subsidiaries ||- ||- ||(1858588) ||(2750338) |
|Balance available for appropriation ||141714031 ||82079335 ||177673151 ||79620770 |
|APPROPRIATION: || || || || |
|Balance c/f to Balance Sheet ||141714031 ||82079335 ||177673151 ||79620770 |
PERFORMANCE AND OPERATIONS:
During the year 2019-20 the Company's revenue from operations andother income stood at Rs 93366792/- and Profit After Taxation (PAT) is Rs59634696/-.
The Company and its subsidiaries have sizeable land bank in and aroundHyderabad. In view of the rapid growth of e-commerce as well as information technologycompanies in Hyderabad the Company has set up a Warehouse at Gachibowli Hyderabad witharound 62000 Sq.ft. and will be adding further warehouse space in the near future.
IMPACT OF COVID-19: The outbreak of novel Coronavirus (COVID-19)Pandemic globally and in India and the consequent lockdown restrictions imposed bynational governments is causing significant disturbance and slowdown of economic activityacross the globe. The Company has assessed the possible effects that may arise from theCOVID-19 pandemic on the business. As on the current date based on the assessment theCompany has concluded that the impact of COVID - 19 pandemic is not material on thecarrying values
of the assets of the business however this has effected the operationsof the company and has had impact on sales and profitability among others. Due to thenature of the pandemic and the resultant operational guidelines that may be announced bythe governments in future the Company will continue to monitor the developments toidentify significant impact if any in the future period.
SUBSIDIARIES / ASSOCIATES:
The Company has the following subsidiary companies as on 31/03/2020.Further there has been no material change in the nature of business of the subsidiaries.
|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 |
(*Your Company has divested the entire equity shares held in M/s.Masanto Containers Private Limited a wholly-owned subsidiary Company to M/s. SiaPublishers and Distributers Private Limited pursuant to Share Purchase Agreement dated30/09/2019. Consequent to said divestment M/s. Masanto Containers Private Limited ceasedto be a Subsidiary Company with effect from 18/12/2019).
As per the provisions of Section 129 of the Companies Act 2013 readwith Rule 5 of Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 isannexed to this Board's Report.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)Rules 2015 notified under Section 133 of the Companies Act 2013 and other relevantprovisions of the Companies Act 2013.
The Consolidated Financial Statements for the financial year ended 31stMarch 2020 forms part of the Annual Report. As per the provisions of Section 136 of theCompanies Act 2013 the Company has placed separate Audited accounts of its Subsidiarieson its website www.bhagyanagarproperties. com and a copy of separate Audited FinancialStatements of its Subsidiaries will be provided to shareholders upon their request.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards
i.e. SS-1 and SS-2 relating to Meetings of the Board ofDirectors' and General Meetings' respectively have been duly followed and compliedby the Company.
The paid-up Equity Share Capital as on 31st March 2020 wasRs 63990000/- divided into 31995000 equity shares of face value of Rs 2/- each.During the year under review the Company has not issued any shares. Also the Company hasnot issued shares with differential voting rights.
TRANSFER TO RESERVES:
The Board of Directors of the Company have not recommended for transferof any amount to the General Reserve for the financial year ended 31 st March2020.
During the year under review the Board of Directors has notrecommended any dividend on the Equity Shares of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required underSchedule-V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and gives details of the overall industry structuredevelopments performance and state of affairs of the Company's business internalcontrols and their adequacy risk management systems and other material developmentsduring the financial year.
Management Discussion and Analysis Report is presented in a separatesection which forms part of the Annual Report as Annexure-II.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Companies Act2013 with respect to the Directors' Responsibility Statement the Board of Directors ofthe Company hereby confirms:
(a) that the preparation of the annual accounts for the financial yearended 31 st March 2020 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;
(b) that the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year 31 st March 2020 and of the profit of the company for theyear ended on that date;
(c) that the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) that the directors have prepared the annual accounts for thefinancial year ended 31 st March 2020 on a going concern basis;
(e) that the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
(f) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted the declaration ofindependence as required pursuant to sub-section (7) of section 149 of the Companies Act2013 and Regulation 25 (8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 stating that they meet the criteria of independence as provided insub-section (6) of Section 149.
NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy which lays down a framework in relation toselection appointment and remuneration to Directors Key Managerial Personnel and SeniorManagement of the Company. The details of Nomination and Remuneration Committee and Policyare provided in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR SECURITIES OR INVESTMENTS:
The details of Loans Guarantees Securities and Investments madeduring the financial year ended 31st March 2020 are given in the notes to theFinancial Statements in compliance with the provisions of Section 186 of the CompaniesAct 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.
RELATED PARTY TRANSACTIONS:
The Related Party Transactions entered into by the Company during theyear are in its ordinary course of business and on arm's length basis. There were nomaterially significant related party transactions between your Company and the DirectorsPromoters Key Managerial Personnel and other designated persons which may have apotential conflict with the interest of your Company at large. All the related partytransactions are placed before the Audit Committee as well as before the Board for theirapproval wherever required. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseeable and repetitive in nature. A statement givingdetails of all related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee and the Board of Directors on a quarterlybasis. The Company has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions is available on the Company's website http://www.bhagyanagarproperties.com/codes-and-policies.html
The particulars of contracts or arrangements with related partiesreferred 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-IV" to this Report.
During the year 2019-20 the Audit Committee was reconstituted and Mrs.Sanjana Jain Independent NonExecutive Director was appointed as the member of the AuditCommittee effective from 21st September 2019 in place of Shri D.Venkatasubbaiah who ceased to be the member of the Audit Committee upon his resignationas a Director of the Company. Accordingly Audit Committee comprises IndependentNon-Executive Directors namely Shri Srinagesh Boorugu (Chairman) Dr. R.N. Sreenath andMrs. Sanjana Jain (Members). Powers and role of the Audit Committee are included inCorporate Governance Report. All the recommendations made by the Audit Committee wereaccepted by the Board of Directors.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return as per the provisions of Section 92 of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014in Form MGT-9 is annexed to this Board's Report as Annexure - V and has been uploaded oncompany's website at http://www. bhagyanagarproperties.com/annual-report.html
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from timeto time is annexed to this Report as Annexure-I.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management policy to identify evaluateand monitor business risks and challenges across the Company that seek to minimise theadverse impact on business objectives and capitalise on opportunities. The Audit Committeehas additional oversight in the area of financial risks and controls. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. The development and implementation of risk managementpolicy has been covered in the management discussion and analysis which forms part ofthis report. At present the Company has not identified any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company considers social responsibility as an integral part of itsbusiness activities. Based on the applicability criteria provided under Section 135(5) ofCompanies Act 2013 the Board had constituted Corporate Social Responsibility (CSR)Committee on 23rd May 2019. During the year under review the Corporate SocialResponsibility Committee comprised of Shri Narender Surana (Chairperson) Shri DevendraSurana Whole-time Director and Dr. R.N. Sreenath Independent Non-Executive Director ofthe Company. The terms of reference of the Corporate Social Responsibility Committee isalso provided in the Corporate Governance Report.
In compliance with requirements of Section 135 of the Companies Act2013 the Company has laid down a CSR Policy. The composition of the Committee contentsof CSR Policy and report on CSR activities carried out during the financial year ended 31 stMarch 2020 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure III.
During the year under review pursuant to the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the evaluation of performance of all Directors is undertaken annually.The company has implemented a system of evaluating performance of the Board of Directorsand of its Committees and individual Directors on the basis of a structured questionnairewhich comprise evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors have expressed their satisfaction with theevaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under review:
1. The Board of Directors on recommendation and approval of Nominationand Remuneration Committee & Audit Committee appointed Ms. Shresha Surana as ChiefFinancial Officer and Key Managerial Personnel of the Company with effect from 08thApril 2019. Further Ms. Shresha Surana resigned from the office of the Whole-timeDirector of the Company with effect from 20th July 2019.
2. The Board of Directors on recommendation of Nomination andRemuneration Committee re-appointed Shri Devendra Surana as Whole-time Director of theCompany for a period of five years with effect from 07th August 2019 liableto retire by rotation. Further his appointment as Whole-time Director of the Company havebeen ratified by the members in the AGM held on 21st September 2019.
3. The Board of Directors on recommendation of Nomination andRemuneration Committee appointed Mrs. Sanjana Jain as an Additional Director (underIndependent Women Director category) of the Company with effect from 7thAugust 2019. Further her appointment as Independent Director of the Company have beenratified by the members in the AGM held on 21st September 2019.
4. Due to old age and health constraints Shri D. Venkatasubbiah hadresigned from the office of the Independent Director of the Company with effect from 21stSeptember 2019.
5. The Board of Directors on recommendation of Nomination andRemuneration Committee and by passing resolution by circulation dated 23rdMarch 2020 appointed Shri Manish Surana as an Additional Director of the Company.
Pursuant to the provisions of Section 203 of the Act Shri DevendraSurana Whole-time Director Ms. Shresha Surana Chief Financial Officer and Shri ThakurVikram Singh Company Secretary were formalized as the Key Managerial Personnel of theCompany.
Director retiring by rotation: Shri Devendra Surana WholetimeDirector of the Company will retire by rotation at this Annual General Meeting and beingeligible offers himself for re-appointment.
MEETINGS OF THE BOARD:
During the financial year under review 6 (Six) Board Meetings wereconvened and held. The particulars of the meetings held and attended by Directors aredetailed in the Corporate Governance Report. The intervening gap between the meetings waswithin the period of 120 days as prescribed under the Companies Act 2013 and Regulation17(2) of SEBI (LODR) Regulations 2015.
During the year under review your Company has not accepted any fixeddeposits within the meaning of Section 73 or 76 of the Companies Act 2013 read withrules made there under.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the following StockExchanges:
(i) BSE Limited Phiroze Jee Jeebhoy Towers Dalal Street Mumbai -400 001 Maharashtra India; and
(ii) National Stock Exchange of India Limited Exchange PlazaFloor 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 StockExchanges for the Financial Year 2020-21.
STATUTORY AUDITORS AND AUDITORS' REPORT:
In terms of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 Members of the Company in 11thAnnual General Meeting held on 26th September 2017 approved the appointment ofM/s. Luharuka & Associates Chartered Accountants (Firm Registration No. 001882S) asthe Statutory Auditors of the Company for a period of 5 years i.e. from the conclusion of11th Annual General Meeting till the conclusion of 16th AnnualGeneral Meeting of the Company. The Statutory Auditors have confirmed they are notdisqualified from continuing as Auditors of the Company.
The Report given by M/s. Luharuka & Associates CharteredAccountants on the financial statement of the Company for the year ended 31stMarch 2020 is part of the Annual Report. The Notes on financial statement referred to inthe Auditors' Report are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation adverse remark ordisclaimer. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.
The Board of Directors of the Company have re-appointed M/s Sekhar& Co. Chartered Accountants as Internal Auditors to conduct Internal Audit of theCompany for the Financial Year ended 31st March 2020.
In terms of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mrs. Rakhi AgarwalCompany Secretary in Practice (CP No. 6270) have been appointed as Secretarial Auditor ofthe Company. The report of the Secretarial Auditor is enclosed as Annexure-VI.
There has been no qualification reservation adverse remark ordisclaimer given by the Secretarial Auditor in her Report.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES:
Scientia Infocom India Private Limited (SIIPL) a material subsidiaryof the Company undertakes Secretarial Audit pursuant to Section 204 of the Companies Act2013. The Secretarial Audit of SIIPL for the Financial Year 2019-20 was carried outpursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Reportof SIIPL submitted by Mrs. Rakhi Agarwal Company Secretary in Practice does not containany qualification reservation or adverse remark or disclaimer.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2019-20 forall applicable compliances as per Securities and Exchange Board of India Regulations andCirculars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by Mrs. Rakhi Agarwal Company Secretary in Practice has been submitted to theStock Exchanges and is annexed at Annexure VII to this Board's Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors Internal Auditorsand Secretarial Auditor have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.
The Company has complied with the requirements of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 regarding Corporate Governance. A report on the Corporate Governance practices aCertificate from practicing Company Secretary regarding compliance of mandatoryrequirements thereof are given as an annexure to this report.
In compliance with Corporate Governance requirements as per the ListingRegulations the Company has formulated and implemented a Code of Business Conduct andEthics for all Board members and senior management personnel of the Company who haveaffirmed the compliance thereto.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism and a Whistleblower Policy in placeto enable its Directors employees and its stakeholders to report their concerns if any.The said Policy provides for (a) adequate safeguards against victimisation of persons whouse the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committeeof the Board of the Company. It is affirmed that no personnel of the Company has beendenied access to the Audit Committee. Details of the Vigil Mechanism and Whistleblowerpolicy are made available on the Company's website.
PARTICULARS OF EMPLOYEES:
A. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197(12) of Companies Act 2013 and Rule 5 (1)Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided as follows:
(i) The ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year;
|Name of the Director ||Ratio to Median Remuneration |
|Shri Narender Surana Director ||12.75 |
|Shri Devendra Surana ||NA |
|Shri Manish Surana* ||NA |
* Appointed as Additional Non-Executive Director w.e.f. 23/03/2020.
(ii) The percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year;
|Name of Person ||% increase in remuneration |
|Shri Narender Surana Director ||Nil |
|Shri Devendra Surana Wholetime Director ||Nil |
|Shri Manish Surana Additional Director ||Nil |
|Ms. Shresha Surana CFO ||Nil |
|Shri Rohit Jain Company Secretary* ||18.75 |
|Shri Thakur Vikram Singh Company Secretary# ||NA |
* Resigned as Company Secretary w.e.f.
# Appointed as Company Secretary w.e.f.
(iii) The percentage increase in the median remuneration of employeesin the financial year is -28.59%.
(iv) There were 22 permanent employees on the rolls of company as on 31stMarch 2020.
(v) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
The average increase in salaries of employees other than managerialpersonnel in the Financial Year 201920 was -0.77%. Percentage increase in the managerialremuneration for the year was Nil.
(vi) It is hereby affirm that the remuneration paid is as per theremuneration policy of the company - Yes.
B. The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the Members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection and any member interested in obtaining a copy of the same may write to theCompany Secretary.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Directors had laid down internal financial controls to be followedby the Company and such policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. The Audit Committee evaluates the internal financial control systemperiodically.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There have been no significant material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company and itsfuture operations.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financialposition of the Company which occurred between the Financial Year ended 31stMarch 2020 to which the Financial Statements relates and the date of signing of thisreport.
During the year under review Industrial relations continued to becordial and the Company is committed to maintain good industrial relations througheffective communication meetings and negotiations.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company is committed to uphold and maintain the dignity of womanemployees and it has in place a policy which provides for protection against sexualharassment of women at work place and for prevention and redressal of such complaints. TheCompany has not received any complaints during the year.
Further The Company has constituted an Internal Complaints Committeeas prescribed under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
Statements in this Report particularly those which relate toManagement Discussion and Analysis as explained in the Corporate Governance Reportdescribing the Company's objectives projections estimates and expectations mayconstitute forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the circumstances.
The Directors wish to place on record their appreciation and sincerethanks to the shareholders customers Bankers Insurance Companies Central and StateGovernment Departments for their support and co-operation extended to the Company fromtime to time. The Directors also wish to place on record their deep sense of appreciationfor the commitment displayed by all executives officers and staff.
|For and on behalf of the Board of Directors || |
|NARENDER SURANA ||DEVENDRA SURANA |
|DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN-00075086 ||DIN-00077296 |
|Place: Secunderabad || |
|Date: 01.08.2020 || |