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Citadel Realty & Developers Ltd.

BSE: 502445 Sector: Infrastructure
NSE: N.A. ISIN Code: INE906D01014
BSE 00:00 | 23 Apr 18.00 0
(0.00%)
OPEN

18.05

HIGH

18.05

LOW

18.00

NSE 05:30 | 01 Jan Citadel Realty & Developers Ltd
OPEN 18.05
PREVIOUS CLOSE 18.00
VOLUME 115
52-Week high 47.50
52-Week low 16.40
P/E 21.18
Mkt Cap.(Rs cr) 14
Buy Price 16.70
Buy Qty 111.00
Sell Price 18.00
Sell Qty 19.00
OPEN 18.05
CLOSE 18.00
VOLUME 115
52-Week high 47.50
52-Week low 16.40
P/E 21.18
Mkt Cap.(Rs cr) 14
Buy Price 16.70
Buy Qty 111.00
Sell Price 18.00
Sell Qty 19.00

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

Company director report

To

The Members

Your Directors have pleasure in presenting before the shareholders the 58th AnnualReport together with the Audited Financial Accounts of the Company for the year ended 31stMarch 2018:

1. FINANCIAL HIGHLIGHTS:

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

Particulars STANDALONE CONSOLIDATED
Financial Year ended 31st March 2018 Financial Year ended 31st March 2017 Financial Year ended 31st March 2018 Financial Year ended 31st March 2017
Revenue from Operations 142.16 875.42 142.16 875.42
Other income 191.61 93.50 191.61 93.50
Total Revenue 333.77 968.92 333.77 968.92
Total Expenses Excl.
Finance Charges 91.01 372.71 91.01 372.71
EBITDA 242.76 596.21 242.76 596.21
Depreciation and Amortization 0.00 0.00 0.00 0.00
EBIT 242.76 596.21 242.76 596.21
Interest and Finance charge 136.21 53.97 136.21 53.97
Earning Before Tax (EBT) 106.55 542.24 106.55 542.24
Less: Taxation:
- Current Tax 20.19 107.46 20.19 107.46
- Short provision of Tax in earlier Year 0.25 - 0.25 -
- Deferred Tax 6.33 37.70 6.33 37.70
Profit/Loss After Tax 79.78 397.08 79.78 397.08
Share Profit from Partnership Firm - - 27.39 -
Net profit for the period 79.78 397.08 107.17 397.08
Earning Per Share 1.08 5.41 1.45 5.41
Diluted Earning Per 1.07 5.41 1.44 5.41
Share

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per equity share for thefinancial year ended 31st March 2018. The dividend payout is subject to the approval ofmembers at the ensuing 58th Annual General Meeting.

3. INCREASE IN SHARE CAPITAL:

i. PREFERENTIAL ISSUE;

During the year under review Compulsory Convertible Preference Shares of the Companyaggregating to Rs. 12500000/- were converted into 185487 equity shares of Rs. 10/-each at a premium of Rs. 57.39 per share.

ii. BONUS ISSUE:

During the year under review the Company issued Bonus Shares at the ratio of 1:1 andsubsequently the number of paid up equity share had been increased from 3759987 to7519974 Equity Shares of Rs. 10/- each.

Authorized Capital of the Company has also increased from Rs. 10 Crores to Rs. 23Crores.

The above issues as described above have been approved by the shareholders and therelevant statutory authorities.

4. COMPULSORILY CONVERTIBLE DEBENTURES:

Part of Inter Corporate Deposits amounting to Rs. 12544000/-were converted intoCompulsorily Convertible Debentures on October 13 2017. These CCD's would be convertedinto equity shares of Rs. 10/- each at a premium of Rs. 57.40 per share. The conversionwould take place nine months after the issue of the CCD's but before 18 months of theissue.

5. 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.

6. RESERVES:

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

7. FUTURE PROSPECTS:

The Company currently is expecting a project under the aegis of the Slum RehabilitationAuthority to rehabilitate a slum in Bhandup which is in the eastern suburbs of Mumbai. Theefforts of the Company have been well recognized and have come in for praise fromneighboring slums who have approached the Company to look into their property as well. TheCompany sees tremendous potential in this line of activity. This effort by the Company isin line with the Government's scheme of housing for all by 2020. The activity of thecompany falls within the definition of affordable housing and there is tremendous scope inthis sector which the Company hopes to cover.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY :

No material changes and commitments affecting the financial position of the Companyoccurred during the financial year ended 31st March 2018.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL 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 Company's activity is properly monitored. At the Group level there has beenan extensive exercise conducted on Internal Financial Controls. The Statutory Auditorshave specifically commented on the existence of adequate Internal Financial Controls inrelation to the activities of the Company.

10. PUBLIC DEPOSITS:

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

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There is a mortgage created on the Land and Receivables of the company in favour ofICICI Bank Ltd against the term loans extended by them to Shree Swami Samarth Builders andDevelopers in which firm the company is a partner.

12. 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 statutoryauditors of the Company to hold office till the conclusion of the 60th Annual GeneralMeeting. In terms of the first proviso to Section 139 of the Companies Act 2013. Howevervide MCA notification dated May 7 2018 the requirement of yearly ratification by theshareholders at every General Meeting as per Sec. 139 of the Companies Act 2013 isdispensed with.

13. 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.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company has not yield sufficient profit during last three years hence theprovisions of section 135 of the Companies Act 2013 pertaining to CSR contribution is notapplicable to the Company.

15. 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 II to the Boards Report.

16. 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 31stMarch 2018 the Board comprised six Directors including one Woman Director and twoindependent Directors including the non-executive Chairman.

b. Changes in Directors and Key Managerial Personnel:

Ms. Anuja Dube has been appointed as Company Secretary of the Company w.e.f. September25 2017 during the year under review.

Reappointments

As per Provision of Companies Act 2013 Mr. Chetan R Shah Promoter Director retiresby rotation at the ensuing Annual General Meeting and is eligible for re-appointment. TheBoard recommends his reappointment.

c. Number of Board Meetings held during the year:

During the year Five Meetings of the Board of Directors were held. The details of themeetings are as follows:-May 29 2017; August 10 2017; September 12 2017; November 082017 and February 02 2018.

17. BOARD EVALUATION:

The Performance Evaluation of all Directors was undertaken as per the prescribedstandards. The Independent Directors of the company at their meeting held on February 192018 have formalized the mode of carrying out such evaluation of all the directors for theyear under review.

18. BOARD COMMITTEES:

The Board of Directors has constituted four Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholders' Grievance Committee and Share TransferCommittee. All decisions pertaining to the constitution of Committees appointment ofMembers and fixing of terms of reference / role of the committees are taken by the Boardof Directors.

Detailed particulars relating to the above Committees have been furnished in CorporateGovernance for the year ended 31st March 2018.

19. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year transactions that fall within the purview of Section 188 ofthe Companies Act 2013 are shown under prescribed Form AOC - 2 attached as Annexure IIIto the Board's report.

20. SECRETARIAL AUDIT REPORT:

Secretarial Audit for the Financial year 2017-18 was conducted by a Practicing CompanySecretary in accordance with the provisions of Section 204 of the Companies Act 2013. TheSecretarial Auditor's Report is attached to this Report (Annexure IV).

21. 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.

22. RISK MANAGEMENT POLICY:

Risk Management Policy has been adopted by the Board to ensure sustainable growth byimplementing a pro-active approach in reporting evaluating and controlling / resolvingrisks associated with the business of the company. In order to achieve this the Policyestablishes a structured and disciplined approach to Risk Management including thedevelopment of the risk areas so as to guide decisions on risk related issues.

23. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL ) ACT 2013:

The Company has 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.

24. 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.

25. DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 states that: -

i. in the preparation of the accounts for the year ended 31st March 2018 theapplicable 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 31-3-2018;

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 2018 have been prepared on thebasis that the Company is "Going Concern".

v. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

vi. the directors in the case of listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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 it's construction activities and endeavour topractice the sustainability measures to improve the livelihood of the society at large.

27. LISTING FEE:

The Annual Listing Fee for the Financial Year 2018-19 has been duly paid within thestipulated time to BSE Limited.

28. DEMATERIALISATION OF SHARES:

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

29. 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 2018.

Regd. Office: Behalf of the Board of Directors
Marathon Futurex
N.M.Joshi Marg
Lower Parel (W) S. Ramamurthi Chetan Shah
Place : Mumbai Director & CEO Director
Date : 8th May 2018 DIN : 00135602 DIN : 00135296