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Citadel Realty & Developers Ltd.

BSE: 502445 Sector: Infrastructure
NSE: N.A. ISIN Code: INE906D01014
BSE 14:16 | 27 Sep 14.85 -0.76
(-4.87%)
OPEN

15.85

HIGH

16.10

LOW

14.85

NSE 05:30 | 01 Jan Citadel Realty & Developers Ltd
OPEN 15.85
PREVIOUS CLOSE 15.61
VOLUME 7922
52-Week high 16.19
52-Week low 7.44
P/E 23.95
Mkt Cap.(Rs cr) 12
Buy Price 14.85
Buy Qty 24.00
Sell Price 15.40
Sell Qty 200.00
OPEN 15.85
CLOSE 15.61
VOLUME 7922
52-Week high 16.19
52-Week low 7.44
P/E 23.95
Mkt Cap.(Rs cr) 12
Buy Price 14.85
Buy Qty 24.00
Sell Price 15.40
Sell Qty 200.00

Citadel Realty & Developers Ltd. (CITADELREALTY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting before the shareholders the 60thAnnual Report together with the Audited Financial Accounts of the company for the yearended 31st March 2020:

1. Financial Highlights:

The Company's financial performance for the year under review along with previousyear's figures is given here under:

(Amount in lakh except EPS')

Particulars STANDALONE CONSOLIDATED
Financial Year ended 31st March 2020 Financial Year ended 31st March 2019 Financial Year ended 31st March 2020 Financial Year ended 31st March 2019
Revenue from Operations 204.97 223.55 204.97 223.55
Other income 23.92 23.19 - -
Total Revenue 228.89 246.74 204.97 223.55
Expenses 36.17 39.10 36.16 39.10
EBITDA 192.72 207.64 168.81 184.45
Depreciation and Amortization - - - -
EBIT 192.72 207.64 168.81 184.45
Interest and Finance charge 136.79 148.92 136.79 148.92
Earning Before Tax (EBT) 55.93 58.72 32.02 35.53
Less: Taxation:
- Current Tax 5.00 6.84 5.00 6.84
- Deferred Tax 2.35 4.67 2.35 4.67
- MAT Credit - (2.28) - (2.28)
- Earlier Year TaxAdjustment (4.75) - (4.75) -
Profit/Loss After Tax 53.33 49.49 29.42 26.30
Share in the Profit of the Firm - - 25.80 19.72
Net profit for the period 53.33 49.49 55.22 46.02
Earning Per Share 0.68 0.66 0.70 0.61
Diluted Per Share 0.68 0.64 0.70 0.59

2. DIVIDEND:

In order to conserve cash flow of the Company during these testing times of thepandemic the Board of Directors have decided not to recommend any dividend on the equityshares for the F.Y.2019-2020.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since no dividend is unclaimed for the period as required under section 125(2) theprovisions of said section do not apply.

4. RESERVES:

During the period under review no amount is proposed to be carried to any reserve.

5. FUTURE PROSPECTS:

The Company currently is developing project under the aegis of the Slum RehabilitationAuthority to rehabilitate a slum in Bhandup which is in the eastern suburbs of Mumbai. Inthe last year the efforts of the company have been well recognized and have come in forpraise from neighboring slums who have approached the company to look into their propertyas well. But it is certain that due to ongoing Covid19 outbreak would make impact on SlumRehabilitation Project of the Company. The spread of COVID-19 and the resultant lockdownfor nearly two months has had an immense impact on the global and Indian economy. This hascreated a large degree of uncertainty about the near-term prospects for the real-estatesector.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY :

The Company inadvertently had not made an application for in-principle approval interms of Regulation 28 (1) of the SEBI LODR Regulations 2015 for allotting CompulsorilyConvertible Debentures (CCDs) and Bonus shares thereon.

The Company had sought condonation from SEBI for above matter. SEBI had condoned thesaid non-compliance and allowed Company to do further statutory procedure in above matter.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENT: The internal control commensurate with the activities issupplemented by continuous review by the management. The internal control system isdesigned to ensure that every aspect of the company's activity is properly monitored. Atthe Group level there has been an extensive exercise conducted on Internal FinancialControls. The Statutory Auditors have specifically commented on the existence of adequateInternal Financial Controls in relation to the activities of the company.

8. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits covered under Chapter V of theCompanies Act 2013.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of Loans Guarantees or Investments have been disclosed in the Notes ofthe Financial Statement of the Company.

10. RE-APPOINTMENT STATUTORY AUDITOR:

Bipin Shah & Co. (Reg. No. 101511W ) have been appointed as Statutory Auditors ofthe Company at the 56th Annual General Meeting and would complete their five year term atthe conclusion of ensuing Annual General Meeting and being eligible for re-appointmentfor next another 5 year term.

As recommended by the Audit Committee and approved by Board and subject to approval ofmembers of the Company the Company would re-appoints of M/s Bipin Shah & Co. to actas statutory Auditors in ensuing Annual General Meeting till the conclusion of the 65thAnnual General Meeting.

11. EXTRACT OF ANNUAL RETURN:

Extract of the annual return in Form No. MGT – 9 pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and administration) Rules isattached as Annexure I to the Boards Report.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company does not met with criteria given under section 135 (1) of the CompaniesAct 2013 pertaining to CSR contribution hence CSR is not applicable to the Company.

13. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements as stipulated by Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as per the requirement of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 forms an integral part ofthis Annual Report.

Certificate on Corporate Governance

As required by SEBI (LODR) Regulation 2015 Certificate on Corporate Governance isattached as Annexure 2 of the Company.

14. BOARD OF DIRECTORS: a. Composition of the Board:

The composition of the Board is in conformity with Regulation 17 of the SEBI ( ListingObligation and Disclosure Requirement) Regulations 2015 which inter alia stipulates thatthe Board should have an optimum combination of executive and non-executive directors withat least one woman director and at least 50% of the Board should consist independentdirectors if the chairman of the board is an executive director. If the chairman is anon-executive director 1/3rd of the Board should be independent directors.

As on 31st March 2020 the Board comprised six Directors including one WomanDirector and two independent Directors including the non-executive Chairman.

b. Changes in Directors and Key Managerial Personnel: Reappointments

As per Provision of Companies Act'2013 Mr. Chetan Shah Promoter Director retires byrotation at the ensuing Annual General Meeting and is being eligible for re-appointment.The Board recommends his reappointment.

c. Number of Board Meetings held during the year:

During the year Four Meetings of the Board of Directors were held. The details of themeetings are as follows:-May 27 2019; August 12 2019; November 13 2019 and February 032020.

The Performance Evaluation of all Directors was undertaken as per the prescribedstandards. The Independent Directors of the company have formalized the mode of carryingout such evaluation of all the directors for the year under review.

15. COMMITTEES OF BOARD:

The Board of Directors has constituted three Committees viz. Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee. Alldecisions pertaining to the constitution of Committees appointment of Members and fixingof terms of reference / role of the committees are taken by the Board of Directors.

Detailed particulars relating to the above Committees have been furnished in CorporateGovernance for the year ended 31st March 2020.

16. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year no contracts or arrangements entered with related partytransactions that fall within the purview of Section 188 of the Companies Act 2013.

17. SECRETARIALAUDIT REPOT:

Secretarial Audit for the financial year 2019-2020 was conducted by a PracticingCompany Secretary in accordance with the provisions of Section 204 of the Companies Act2013. The Secretarial Auditor's Report is attached to this Report (Annexure 3).

18. VIGIL MECHANISM:

Vigil Mechanism policy has been introduced by the Board on the framework for reportinginstances of unethical/improper conduct and action for suitable steps to investigate andcorrect the same.

19. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND

REDRESSAL) ACT 2013:

The Marathon group have in place a Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Committee (IC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. During the year under review No Complaints were received.

20. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under Section 149 (6) & (7)of the Companies Act 2013 issued there under and under Regulation 16 (1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

21. DIRECTOR'S RESPONSIBILITY STATEMENT: The Directors confirm that:

i. in the preparation of the accounts for the year ended 31st March2020 the applicable amended accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently andreasonably so as to give a true and fair view of the state of affairs of the Company andof the profit or loss of the Company for the year under review as at 31-3-2020;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

iv. the annual accounts for the year ended 31st March 2020 have beenprepared on the basis that the Company is "Going Concern".

v. proper systems have been devised in order to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

vi. have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

The details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government: None 22. DISCLOSUREUNDER 134(3)(m) OF THE COMPANIES ACT 2013:

The disclosure relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is not applicable.

However while developing the SRA Project and the sale of buildings the Company adoptsbasic environment friendly measures in it construction activities and endeavours topractice the sustainability measures to improve the livelihood of the society at large.

23. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

During the year under review your Company ceases to be subsidiary of the MarathonRealty Pvt. Ltd. W.e.f. September 28 2019.

24. SECRETARIAL STANDARADS:

The directors state that applicable secretarial standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors and ‘General Meetings' respectivelyhave been duly followed by the Company.

25. LISTING FEE:

The Annual Listing Fee for the Financial Year 2020-21 has been duly paid within thestipulated time to BSE Limited.

26. DEMATERIALISATION OF SHARES:

Members are aware that the company‘s equity shares are under compulsory trading indematerialized form for all categories of investors.

27. PARTICULARS OF EMPLOYEE:

The Company has no employee who receives remuneration to the extent provided in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014for the year ended 31st March 2020.

Regd. Office: behalf of the Board of Directors
Marathon Futurex
N.M.Joshi Marg Lower Parel (W)
Mumbai 400 013 S. Ramamurthi Chetan Shah
Dated: May 29 2020 Director & CEO Director
DIN: 00135602 DIN: 00135296

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