Your Directors have pleasure in presenting before the shareholders the 59th Annual Report together with the Audited Financial Accounts of the company for the year ended 31st March 2019:
1. Financial Highlights:
The Company's financial performance for the year under review along with previous year's figures is given here under:
(Amount in lakh except EPS')
|Financial Year ended 31st March 2019||Financial Year ended 31st March 2018||Financial Year ended 31st March 2019||Financial Year ended 31st March 2018|
|Revenue from Operations||29.77||142.16||29.77||142.16|
|Depreciation and Amortization||0.00||0.00||0.00||0.00|
|Interest and Finance charge||148.92||136.21||148.92||136.21|
|Earning Before Tax (EBT)||58.72||106.55||35.53||106.55|
|- Current Tax||6.84||20.44||6.84||20.44|
|- Deferred Tax||2.39||6.33||2.39||6.33|
|Profit/Loss After Tax||49.49||79.78||26.30||79.78|
|Share in the Profit of the Firm||-||-||19.72||27.39|
|Net profit for the period||49.49||79.78||46.02||107.17|
|Earning Per Share||0.66||1.08||0.35||1.08|
|Diluted Earning Per Share||0.64||1.07||0.34||1.07|
Your Directors are pleased to recommend a dividend of Re. 0.50 per equity share for the financial year ended 31st March 2019. The dividend payout is subject to the approval of members at the ensuing 59th Annual General Meeting.
3. COMPULSORILY CONVERTIBLE DEBENTURES:
During the year under review the Company has converted Convertible Debentures (CCD's) 12544 of Rs. 1000 each into 186112 Equity Shares of Rs. 10/- each at premium of Rs. 57.40. The matter is pending for approval of BSE the conversion has not taken into effect. These CCD's would be eligible for bonus shares issued by the company in the ratio of 1:1.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since no dividend is unclaimed for the period as required under section 125(2) the provisions of said section do not apply.
During the period under review no amount is proposed to be carried to any reserve.
6. FUTURE PROSPECTS:
The Company currently is expecting a project under the aegis of the Slum Rehabilitation Authority to rehabilitate a slum in Bhandup which is in the eastern suburbs of Mumbai. The efforts of the company have been well recognized and have come in for praise from neighboring slums who have approached the company to look into their property as well. The company sees tremendous potential in this line of activity. This effort by the company is in line with the Government`s scheme of housing for all by 2020. The activity of the company falls within the definition of affordable housing and there is tremendous scope in this sector which the Company hopes to cover.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY :
No material changes and commitments affecting the financial position of the Company occurred during the financial year ended 31st March 2019.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the company's activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the company.
9. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposits covered under Chapter V of the Companies Act 2013.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There is a mortgage created on the Land and Receivables of the company in favour of ICICI Bank Ltd against the term loans extended by them to Shree Swami Samarth Builders and Developers in which firm the company is a partner.
11. STATUTORY AUDITOR:
At the Annual General Meeting held on June 24 2016 M/s. Bipin B Shah & Co. Chartered Accountants(Firm Registration No.101511W) were appointed as statutory auditors of the Company to hold office till the conclusion of the 60th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act 2013. However vide MCA notification dated May 7 2018 the requirement of yearly ratification by the shareholders at every General Meeting as per Sec. 139 of the Companies Act 2013 is dispensed with.
12. REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:
A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.
13. EXTRACT OF ANNUAL RETURN:
Extract of the annual return in Form No. MGT - 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules is attached as Annexure I to the Boards Report.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
The Company has not yield sufficient profit during last three years hence the provisions of section 135 of the Companies Act 2013 pertaining to CSR contribution is not applicable to the Company.
15. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board 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 of this Annual Report.
Certificate on Corporate Governance
As required by SEBI (LODR) Regulation 2015 Certificate on Corporate Governance is attached as Annexure 2 of the Company.
16. BOARD OF DIRECTORS:
a. Composition of the Board:
The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which inter alia stipulates that the Board should have an optimum combination of executive and non-executive directors with at least one woman director and at least 50% of the Board should consist independent directors if the chairman of the board is an executive director. If the chairman is a non-executive director 1/3rd of the Board should be independent directors.
As on 31st March 2019 the Board comprised six Directors including one Woman Director 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 Ms. Sonal M Shah Promoter Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends her reappointment.
Mr. V. Ranganathan Independent Director who was appointed as an Independent Director and who hold office as such upto 59th Annual General Meeting is eligible for being re-appointed. Pursuant to Reg 17(1A) of SEBI(LODR)Regulation 2015 the Board recommends his reappointment through a Special resolution to the members.
c. Number of Board Meetings held during the year:
During the year Five Meetings of the Board of Directors were held. The details of the meetings are as follows:-May 08 2018; August 03 2018; November 01 2018 January 30 2019 and March 25 2019.
17. BOARD EVALUATION:
The Performance Evaluation of all Directors was undertaken as per the prescribed standards. the Independent Directors of the company at their meeting held on March 252019 have formalized the mode of carrying out such evaluation of all the directors for the year under review.
18. BOARD COMMITTEES:
The Board of Directors has constituted four Committees viz. Audit Committee Nomination and Remuneration Committee Stakeholders' Grievance Committee and Share Transfer Committee. All decisions pertaining to the constitution of Committees appointment of Members and fixing of 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 Corporate Governance for the year ended 31st March 2019.
19. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the financial year no contracts or arrangements entered with related party transactions that fall within the purview of Section 188 of the Companies Act 2013.
20. SECRETARIALAUDIT REPORT:
Secretarial Audit for the Financial year 2018-19 was conducted by a Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act 2013. The Secretarial Auditor's Report is attached to this Report (Annexure 3).
21. VIGIL MECHANISM:
Vigil Mechanism policy has been introduced by the Board on the framework for reporting instances of unethical/improper conduct and action for suitable steps to investigate and correct the same.
22. RISK MANAGEMENT POLICY:
Risk Management Policy has been adopted by the Board to ensure sustainable growth by implementing a pro-active approach in reporting evaluating and controlling / resolving risks associated with the business of the company. In order to achieve this the Policy establishes a structured and disciplined approach to Risk Management including the development of the risk areas so as to guide decisions on risk related issues.
23. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. During the year under review No Complaints were received.
24. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirming that 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.
25. DIRECTOR'S RESPONSIBILITY STATEMENT:
a. The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 states that: -
i. in the preparation of the accounts for the year ended 31st March 2019 the applicable amended accounting standards have been followed;
ii. appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review as at 31-3-2019;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. the annual accounts for the year ended 31st March 2019 have been prepared on the basis that the Company is Going Concern.
v. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
vi. the directors in the case of listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
b. details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government: None
26. DISCLOSURE UNDER 134(3)(m) OF THE COMPANIES ACT 2013:
The disclosure relating to conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is not applicable.
However while developing the SRA Project the Company adopts basic environment friendly measures in its construction activities and endeavour to practice the sustainability measures to improve the livelihood of the society at large.
27. SECRETARIAL STANDARADS:
The directors state that applicable secretarial standards i.e. SS-1 and SS-2 relating to `Meetings of the Board of Directors and `General Meetings' respectively have been duly followed by the Company.
28. LISTING FEE:
The Annual Listing Fee for the Financial Year 2019-20 has been duly paid within the stipulated time to BSE Limited.
29. DEMATERIALISATION OF SHARES:
Members are aware that the company`s equity shares are under compulsory trading in dematerialized form for all categories of investors.
30. 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 2014 for the year ended 31st March 2019.
|Regd. Office:||behalf of the Board of Directors|
|N.M.Joshi Marg Lower Parel (W)|
|Mumbai 400 013||S. Ramamurthi||Chetan Shah|
|Dated: 27/05/2019||Director & CEO||Director|
|DIN: 00135602||DIN: 00135296|