Your Directors have pleasure in presenting before the shareholders the 61st AnnualReport together with the Audited Financial Accounts of the Company for the year ended 31stMarch 2021:
1. Financial Highlights:
The Companys financial performance during the financial year ended March 312021as compared to the previous financial year are given here under:
(Amount in lakh except EPS)
|Particulars || |
| ||Financial Year ended 31st March 2021 ||Financial Year ended 31st March 2020 ||Financial Year ended 31st March 2021 ||Financial Year ended 31st March 2020 |
|Revenue from Operations ||224.84 ||204.97 ||224.84 ||204.97 |
|Other income ||14.02 ||23.92 ||- ||- |
|Total Revenue ||238.86 ||228.89 ||224.84 ||204.97 |
|Expenses ||23.58 ||36.17 ||23.58 ||36.16 |
|EBITDA ||215.28 ||192.72 ||201.26 ||168.81 |
|Depreciation and Amortization ||- ||- ||- ||- |
|EBIT ||215.28 ||192.72 ||201.26 ||168.81 |
|Interest and Finance charge ||152.83 ||136.79 ||152.83 ||136.79 |
|Earning Before Tax (EBT) ||62.45 ||55.93 ||48.43 ||32.02 |
|Less: Taxation: || || || || |
|- Current Tax ||- ||5.00 ||- ||5.00 |
|- Deferred Tax ||13.34 ||2.35 ||13.34 ||2.35 |
|- MAT Credit ||- ||- ||- ||- |
|- Short provision of tax in earlier year ||1.08 ||(4.75) ||1.08 ||(4.75) |
|Profit/Loss After Tax ||48.03 ||53.33 ||34.01 ||29.42 |
|Share in the Profit of the Firm ||- ||- ||1.06 ||25.80 |
|Net profit for the period ||48.03 ||53.33 ||35.07 ||55.22 |
|Earning Per Share ||0.61 ||0.68 ||0.44 ||0.70 |
|Diluted Per Share ||0.61 ||0.68 ||0.44 ||0.70 |
2. NATURE OF BUSINESS:
The Company is primarily engaged in the activities of Real Estate Development. TheCompany 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.There was no change in nature of the business of the Company during the year underreview.
In view of the absence of distributable profits your directors have decided not torecommend any dividend for the financial year ended March 31 2021.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act2013 and accordingly the provisions of said section do not apply.
5. TRANSFER TO RESERVES:
During the period under review no amount is proposed to be transferred to GeneralReserve.
6. 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. Inview of the prolonged effect of Covid 19 the working of the company was severely hampered.There is however a significant improvement in the demand for affordable housing whichaugurs well for the future of the Company.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There are no material changes occurred which are affecting the financial position ofthe Company.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT:
The internal control commensurate with the activities is supplemented by continuousreview by the management. The internal control system is designed to ensure that everyaspect of the Companys activity is properly monitored. At the Group level there hasbeen an extensive exercise conducted on Internal Financial Controls. The StatutoryAuditors have specifically commented on the existence of adequate Internal FinancialControls in relation to the activities of the Company.
9. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposits covered under Chapter V of theCompanies Act 2013.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company is engaged in real estate development (Infrastructural facilities) isexempt from the provisions of Section 186 of the Companies Act 2013 related to any loansmade or any guarantees given or any securities provided or any investments made by theCompany.
11. APPOINTMENT STATUTORY AUDITOR:
Bipin Shah & Co. (Firm Reg. No. 101511W) had been re-appointed as StatutoryAuditors of the Company at the 60th Annual General Meeting for next 5 year term.
12. REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:
A report containing relevant information as required by the said section of theCompanies Act 2013 is dealt separately and forms part of this Directors Report.
13. ANNUAL RETURN:
Annual return in accordance with the Companies Act 2013 the annual return in theprescribed format is available at www.citadelrealty.in.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
The Company does not meet with criteria given under section 135 (1) of the CompaniesAct 2013 pertaining to CSR contribution.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report which gives a detailed account of stateof affairs of the operations of the Company forms part of this Annual Report.
16. 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 1 of the Company.
17. 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 nonexecutive directors.
As on 31st March 2021 the Board comprised six Directors including one WomanDirector two independent Directors and the non-executive Chairman.
b. Changes in Directors and Key Managerial Personnel:
As per Provision of Companies Act 2013 Ms. Sonal Shah Promoter Director retires byrotation at the ensuing Annual General Meeting and is eligible for re-appointment. TheBoard recommends her 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 29 2020; August 10 2020; November 05 2020 and February04 2021.
In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on February 25 2021.
18. PERFORMANCE EVALUATION:
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. During the year underreview the Independent Directors have suggested process improvement on the matterrelating to performance evaluation of Independent Directors under Section 134 (3) (p) readwith Articles VII and VIII of Schedule IV of Companies Act 2013 and Reg. 25 of SEBI(LODR) Regulations 2021.
19. BOARD COMMITTEES:
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 2021.
20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the financial year the Company has taken an ICD from Fibre Box Bombay PrivateLimited a related party a Promoter Group Company (FIBRE) to support the venture in itsordinary course of business.
21. SECRETARIALAUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rulesthereunder the Board has appointed Mr. Nitin R. Joshi Practising Company Secretaries(Membership No: FCS No. 3137 and CP No. 1884) to conduct the secretarial audit of theCompany.
The Secretarial Audit Report for the financial year ended 31st March 2021 is annexedherewith and marked as Annexure 2 to this Report.
22. 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.
23. 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) and others arecovered under this policy. During the year under review No Complaint was received by theCompany.
24. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirmingthat they met 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. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirms that:
i. in the preparation of the accounts for the year ended 31st March 2021the 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 31-3-2021;
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 March 31 2021 have been prepared on thebasis that the Company is "Going Concern".
v. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. the detailsin respect of frauds reported by auditors under sub-section (12) of section 143 other thanthose 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 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 its construction activities and endeavour topractice the sustainability measures to improve the livelihood of the society at large.
27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE
The particulars of Associates and Joint Venture have been disclosed in the Notes of theFinancial Statement of the Company. During the year under review Company do not have anySubsidiary Company.
28. COMPANIES 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 Meetingsrespectively have been duly followed by the Company.
29. LISTING FEE:
The Annual Listing Fee for the Financial Year 2021-22 has been duly paid within thestipulated time to BSE Limited.
30. DEMATERIALISATION OF SHARES:
Members are aware that the companys equity shares are under compulsory trading indematerialized form for all categories of investors.
31. 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 2021.
The Directors would like to thank all shareholders customers bankers contractorssuppliers joint venture partners and associates of your Company for the support receivedfrom them during the year.