You are here » Home » Companies » Company Overview » Country Condos Ltd

Country Condos Ltd.

BSE: 531624 Sector: Infrastructure
NSE: COUNCODOS ISIN Code: INE695B01025
BSE 00:00 | 08 Aug 4.75 0.79
(19.95%)
OPEN

3.96

HIGH

4.75

LOW

3.96

NSE 00:00 | 08 Aug 4.65
(%)
OPEN

4.05

HIGH

4.65

LOW

3.95

OPEN 3.96
PREVIOUS CLOSE 3.96
VOLUME 236396
52-Week high 8.74
52-Week low 2.48
P/E
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.96
CLOSE 3.96
VOLUME 236396
52-Week high 8.74
52-Week low 2.48
P/E
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Country Condos Ltd. (COUNCODOS) - Director Report

Company director report

To

The Members of

M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 35th Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2022.

1. FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars Year ended 31.03.2022 (12 Months) Year ended 31.03.2021 (12 Months)
Revenue from Operations 2192.80 1244.21
Other Income 389.90 15.52
Total Revenue 2582.70 1259.73
Total Expenses 2266.00 1155.11
Profit / (Loss) before Depreciation Finance Costs Exceptional Items and Tax Expense 316.70 104.62
Less: Depreciation / Amortisation / Impairment 17.15 34.18
Profit / (Loss) before Finance Costs Exceptional Items and Tax Expense 299.55 70.44
Less: Finance Costs 1.54 7.34
Profit / (Loss) before Exceptional Items and Tax Expense 298.01 63.10
Add/(Less): Exceptional Items - -
Profit / (Loss) before Tax Expense 298.00 63.10
Less: Tax Expense (Current & Deferred) 45.24 16.20
Profit / (Loss) for the Year 252.76 46.91
Balance brought forward 450.45 403.54
Balance carried forward 703.21 450.45

2. FINANCIAL PERFORMANCE OF THE COMPANY:

The Board would like to inform you that the development of the Company's real estate& construction activities Income has improved tremendously post Covid-19 globalpandemic and the revenues has significantly increased as compared to previous FinancialYear whereby your Company has achieved a Turnover of Rs 2192.80 Lakhs as compared to Rs1244.21 Lakhs and has achieved a Profit of Rs 252.76 Lakhs as compared to Rs 46.91 Lakhsa significant growth of more than 5 times compared to previous Financial Year.

During this year the Company had a Net Profit of Rs 252.76 Lakhs. The Net Profits of Rs252.76 has been transferred to General Reserves to strengthen the Reserves of the Company.Currently the accumulated P&L Account Surplus is Rs 703.21 Lakhs.

The Board of Directors noted and took on record the report of the business review andanalyzed the various options available and suitable in the present circumstances to theCompany. The Board decided that it was no longer cost effective to manufacture and producethe goods in the present un-remunerative market conditions with the help of presentundertaking. Hence the Board after due discussions and deliberations decided todiversify / proposed to diversify its activities into the area of Real Estate &Construction Development only.

3. OUTLOOK FOR INDIAN ECONOMY & INDUSTRIAL STRUCTURE:

India has emerged as the fastest growing major economy in the world and is expected tobe one of the top three economic powers in the world over the next 10-15 years backed byits robust democracy and strong partnerships.

A number of sectors in India - real estate steel cement home building products andconsumer durables among others - reported unprecedented growth. Real estate sector inIndia is expected to reach US$ 1 trillion in market size by 2030 up from uS$ 200 billionin 2021 and contribute 13% to the country's GDP by 2025. Retail hospitality andcommercial real estate are also growing significantly providing the much-neededinfrastructure for India's growing needs.

The growth in GDP during 2021-22 is estimated at 8.9 percent as compared to acontraction of 6.6 percent in 202021 as per NSO (The National Statistical Office). Pricesin the year 2021-22 is estimated to attain a level of Rs 147.72 Lakh Crore as against theFirst Revised Estimate of GDP for the year 2020-21 of Rs 135.58 Lakh Crore released on31.01.2022.

As per IMF's latest World Economic Outlook projections India's real GDP projected togrow at 9 percent in 2021-22 and 2022-23 and at 7.1 percent in 2023-2024 which would makeIndia the fastest growing major economy in the world for all 3 years.

4. FUTURE PROPSECTS AND OUTLOOK OF THE COMPANY:

The Indian economy is projected to grow by more than 6% in FY23 as per variousinstitutional estimates making it one of the fastest-growing economies. India's growthjourney could be the result of a culmination of favourable tailwinds like consistentagricultural performance flattening of the COVID-19 infection curve increase ingovernment spending reforms and an efficient roll-out of the vaccine among others.

The Company witnessed an uptick in residential real estate demand compared to the yearbefore. While the industry at large may be adversely impacted by this pandemic and therecovery phase slowdown your Company's steady balance sheet and project pipeline willhelp maintain operational momentum in the months ahead. The Company believes technologywill play an important role to minimize the impact of COVID-19 going forward. Your Companyhas been actively focusing on improving on-site facilities to create a safe workingenvironment for workforce and reduce the impact of reverse migration. We believe thatgovernment reforms will lead to improved governance in the sector increase transparencyand bring about consolidation amongst real estate players. The Company remains positiveabout the long-term direction of the sector on back of higher consumer confidence andincreasing affordability due to declining interest rates stagnant real estate prices andrising disposable income. We believe that we are in a strong position to benefit from suchexpected shifts in the sector. With our good track record and excellent sales andmarketing capabilities the Company in Southern India and operating currently also inWestern India (Maharashtra and Rajasthan) is well poised for a high growth trajectory overthe next few years.

Your Company will focus on opportunistic growth avenues in current environment tocreate a healthy project pipeline across its markets. Fast turnaround deals shall be aspecific focus area for new deals in F.Y 2022-2023. When evaluating new projects theCompany will continue to seek superior long-term growth in shareholder value by maximizingreturns through optimal financing and fiscal discipline. The Company shall also enhanceagility across its processes to further reduce project launch turnaround times. Theseshall provide your company with the competitive edge in operational excellence andcustomer experience respectively.

While the pandemic may have affected the industry at large the operational momentum ofyour company is likely to be sustained by its healthy Balance Sheet. A consolidation inthe residential real estate sector is expected to continue leading to an increase in themarket share of branded organized players such as your Company. Given the pace ofurbanization low interest rates and rising per capita disposable incomes Country Condo'sremains optimistic about the long-term sectorial direction. With a strong brandSouth-India presence in Hyderabad Chennai and Bengaluru and commencing from this FY2022-23 in West-India presence at Kolad Mumbai Jaipur and Sikar demonstrated trackrecord and robust marketing capabilities your Company is poised for a better growthtrajectory comparing to the current year.

Post COVID-19 - Challenges & Mitigation

In the Financial Year 2021-22 Country Condo's experienced several unprecedentedchallenges following the outbreak of COVID-19. The government resources were subjected tostress but several Indian businesses and philanthropic bodies came together to support thenation.

For all office employees across the country safe working spaces were made availablethrough regular sanitization communication campaigns on various precautions in office andwhile travelling to office. All security personnel housekeeping and pantry staff weretrained on safety measures including thermal screening for all individuals entering thepremises including customers and vendors.

The Company is in discussions with various agencies to undertake COVID-19 vaccinationdrive and Booster dose for all of its employees and their dependent family members at itsvarious offices and on-site locations.

5. SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at Rs 77597300/- (Rupees Seven CroreSeventy Five Lakh Ninety Seven Thousand Three Hundred Only) as on 31st March2022.

The entire Paid-up Share Capital of your Company is listed with both the StockExchange(s) namely M/s. BSE Limited (BSE) and M/s. National Stock Exchange of IndiaLimited (NSE).

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the Financial Year 2021-22 on May 03 2021 June 302021 August 13 2021 August 23 2021 November 12 2021 and February 12 2022.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on the Management Discussion and Analysis for the F.Y 2021-22is appended to this Report.

8. CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Additional information as required u/s 134 of the Companies Act 2013:

Information as required under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 forming part of Directors Report for theyear ended 31st March 2022.

The information as per Section 134 of the Companies Act 2013 has to be presented:

A. Conservation of energy

(i) The steps taken or impact on conservation of Energy: The Company iscontinuously monitoring the consumption of energy and implements wherever necessary therequired measures for conserving it.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology absorption No technology - indigenous or foreign is involved.
(ii) The benefits derived like product Improvement cost reduction product Development or import substitution Not applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year) No technology has been imported during the year.
(a) The details of technology imported : Nil
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed Not applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; Not applicable
(iv) The expenditure incurred on Research and : Development. Nil

C. Foreign exchange earnings and outgo:

2021-22 2020-21
Foreign Currency Earnings/Inflow NIL NIL
Foreign Currency Expenditure / Outflow NIL NIL

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act 2013 (the ‘Companies Act') theAnnual Return for the Financial Year ended March 312022 is available on the website ofthe Company at www.countrvcondos.co.in/investors/ annual-return.

10. PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

Name of Director Designation Remuneration FY 21-22 Remuneration in FY 20-21 % of remuneration in 2022 as compared to 2021 Ratio of remuneration to MRE
D. Krishna Kumar Raju Vice-Chairman & CEO 4290000 4290000 0% 15.89 Times
Key Managerial Personnel other than Directors:
U. Gandhi Chief Financial Officer 2925000 2925000 0% 10.83 Times
J. Laxmikanth Company Secretary 840000 780000 7.7% 3.11 Times

a) The Median Remuneration of the employees of the Company during the financial yearwas Rs. 270000/- Per Annum.

b) In the financial year there was an increase in the median remuneration employees.

c) There are 79 permanent Employees on the Rolls of the Company as on 31stMarch 2022.

d) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee.

e) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - N.A. and

f) It is hereby confirmed that the remuneration is as per the remuneration policy ofthe Company.

g) The information required pursuant to Section 197 of the Companies Act read with Rule5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is available for inspection by theMembers at registered office of the Company during business hours on working days up tothe date of the ensuing Annual General Meeting. If any Member is interested in obtaining acopy thereof such Member may write to the Company Secretary whereupon a copy would besent.

The remuneration paid to the Key Managerial Personnel of the Company is as perremuneration policy.

Particulars of Employees receiving remuneration of Rs 1.02.00.000 or more per annum orRs 8.50.000/- or more per month are given below:

Information as per Rule 5(2) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. The Directors are to report that none of theemployees were in receipt of remuneration of Rs 10200000 or more per annum or Rs850000 or more per month.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of theSection 152(6)(e) of the Companies Act 2013 Sri Y Varun Reddy (DIN: 01905757) Directorof the Company will retire by rotation at the 35th Annual General Meeting andbeing eligible offered himself for re-appointment.

Sri Y Rajeev Reddy (DIN: 00115430) - Non-Executive Chairman Sri D. Krishna Kumar Raju(DIN: 00115553) -Executive Vice-Chairman & Chief Executive Officer Sri U. Gandhi -Chief Financial Officer and Sri J. Laxmikanth - Company Secretary and Compliance Officerare the Key Managerial Personnel of the Company as at the date of this Report.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors' Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) of the Companies Act is appended as Annexure I tothis Report.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Regulations 27 of the SEBI Listing Regulations states that the board shall monitor andreview the board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of the Independent Directors shall be done by the entire Board ofDirectors excluding the director being evaluated.

The Company conducted a formal Board Effectiveness Review as part of its efforts toevaluate identify improvements and thus enhance the effectiveness of the Board ofDirectors (Board) its Committees and Individual Directors. This was in line with therequirements mentioned in the Companies Act and the SEBI LODR Regulations.

The HR team of Country Condo's Limited worked directly with the Executive Vice-Chairman& CEO and the Nomination and Remuneration Committee of the Board to design andexecute this process which was adopted by the Board. Each Board Member completed aconfidential online questionnaire providing vital feedback on how the Board currentlyoperates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition strategic orientation and teamdynamics);

• Individual committees;

• Individual Board members; and

• Chairman's Feedback Report

A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and timelines of flow ofinformation between the Company management and Board.

As per the amendments issued to the SEBI LODR Regulations in 2018 the performanceevaluation criteria for independent directors included a check on their fulfillment of theindependence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board Feedback Report

• Individual Board Member Feedback Report

• Chairman's Feedback Report

The overall Board Feedback Report was facilitated by Mr. Balaji Singh with theIndependent Directors. The Directors were vocal about the Board functioning effectivelybut also identified areas which show scope for improvement. The Individual Committees andBoard Members' feedback was shared with the Executive Vice-Chairman & CEO. Followinghis evaluation Executive Vice-Chairman's & CEO Feedback Report was also compiled.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the Declaration ofIndependence as required pursuant to Section 149 (7) of the Companies Act 2013confirming that they meet the criteria of independence as provided in Sub-Section (6) ofsection 149 of Companies Act 2013 and Regulation 16 of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the field of finance strategyauditing tax financial services and infrastructure and real estate industry and theyhold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 all the Independent Directors have registered themselves with theIndian Institute of Corporate Affairs. Since majority of the Independent Directors of theCompany have served as Directors or Key Managerial Personnel in listed companies or in anunlisted public company having a paid-up share capital of Rs 10 Crores or more for aperiod not less than 10 years they are not required to undertake the proficiency test asper rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31stMarch 2022 the applicable accounting standards have been followed;

(b) that the directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the directors have prepared the annual accounts for the financial year ended31st March 2022 on a going concern basis;

(e) that the directors have laid down internal controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;

16. FIXED DEPOSITS:

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding on the date of the Balance sheet.

17. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There were no fresh loans guarantees or investments made by the Company under Section186 of the Companies Act 2013 during the year under review.

The details of the existing Guarantees are given below:

a) The Company has given the Corporate Guarantee to Vijaya Bank (Merged with Bank ofBaroda) Bank of India and Union Bank of India in respect of Term Loan availed by M/s.Country Club Hospitality & Holidays Limited.

The details of the Property given as Collateral securities are as follows.

Company's Immovable property situated at No. 20/1-524 Sy No: 20/1 GeddanahalliAttibele Hobli Anekal Taluk Bangalore District Pin-562107.

Satisfaction of Charge pursuant to Sale of Asset of the Company

a) The Company has sold the Immovable Property Situated at Sy No: 101/3 102/3 103/1103/2 & 103/17 Kumbalgodu Kengeri Hobli beside Mc.dowell Unit near Mysore Road underBBMP Bangalore which was earlier given under the Corporate Guarantee to Central Bank ofIndia in respect of Term Loan availed by M/s. Country Club Hospitality & HolidaysLimited.

Up on Satisfaction of Charge the Company has duly filed the Form CHG-4 with theRegistrar of Companies Telangana.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into during the financial year 2021- 2022 with Related Partiesas defined under the Companies Act and SEBI LODR Regulations were in the ordinary courseof business and on an arm's length basis. During the year the Company had not enteredinto any transaction referred to in Section 188 of the Companies Act with related partieswhich could be considered material under SEBI LODR Regulations. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures oftransactions with related parties set out in Notes to Accounts forming part of thefinancial statements. The transactions with person or entity belonging to thepromoter/promoter group which holds 10 per cent or more shareholding in the Company asrequired under Schedule V Part A (2A) of SEBI LODR is given in Notes to Accounts (onRelated Party Transaction) forming part of the financial statements.

As required under Regulation 23 of SEBI LODR Regulations the Company has formulated aRelated Party Transactions Policy which is available on the website of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments in the business operationsaffecting the financial position of the Company which have occurred between March 312022and the date of signing of this Report other than those disclosed in this Report.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. In addition the Company has also Re-appointed M/s. Sankar &Raja Chartered Accountants as the Internal Auditors of the Company to conduct the regularInternal Audit and place its Report before the Audit Committee. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

The internal controls over financial reporting have been identified by the managementand are checked for effectiveness across all locations and functions by the management andtested by the Auditors on sample basis. The controls are reviewed by the managementperiodically and deviations if any are reported to the Audit Committee periodically.

21. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear under review. The Company is presently carrying on only real estate activity.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review.

23. CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI LODR Regulations (Listing Regulations) aseparate section containing the Report on Corporate Governance together with theCertificate on the compliance with the conditions of Corporate Governance issued by theAuditors of the Company is appended hereto and they form part of this Annual Report.

24. SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act 2013 Company does not have anySubsidiary Company. Thus disclosure in Form AOC-1 is not required.

25. TYPES OF COMMITTEES:

The Company has 3 different Committees they are:

a. AUDIT COMMITTEE

Composition of the Audit Committee:

The Audit Committee for the F.Y 2021-2022 was constituted of the following members:

Name of the Member Category
1. Sri Peethala Krupavaram Chairman Independent Non-Executive Directors
2. Sri G. Venkateshwar Rao Member
3. Sri K Sriram Chandra Murthy Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Companies Act 2013 and Regulation 18 of SEBI LODR Regulations.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee for the F.Y 2021-2022 was constituted of thefollowing members:

Name of the Member Category
1. Sri Peethala Krupavaram Chairman
2. Sri G. Venkateshwar Rao Member Independent Non-Executive Directors
3. Sri K Sriram Chandra Murthy Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

The Company follows a policy on remuneration of directors and other senior managerialpersonnel's. The Policy is recommended by the Nomination and Remuneration Committee andapproved by the Board. Policy on Directors Appointment & Remuneration is appended asAnnexure I to this Report.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee for the FY 2021-2022 was constituted of thefollowing Directors:

Name of the Member Category
1. Sri Peethala Krupavaram Chairman
2. Sri G. Venkateshwar Rao Member Independent Non-Executive Directors
3. Sri K Sriram Chandra Murthy Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

26. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Equity shares are listed at

1. BSE Limited Mumbai.

2. National Stock Exchange of India Limited Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year2022-23.

27. DEPOSITORY SYSTEM:

Your Company's equity shares are available for dematerialisation through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As on March312022 91.23% of the equity shares of the Company were held in dematerialised form. TheCompany has paid the Annual Custodian Fees to the above Depositories for the year 2022-23.

28. AUDITORS:

M/s. P C N & Associates (Formerly known as Chandra Babu Naidu & Co.) CharteredAccountants were appointed as Statutory Auditor of the Company in 30th AnnualGeneral Meeting for Five Consecutive years and shall hold the office until the conclusionof this 35th Annual General Meeting as per section 139 of Companies Act 2013.

For the Financial Year 2021-22 your Company has paid Rs 100000 (Rupees One LakhOnly) plus applicable taxes and out of pocket expenses subject to the ratification of thesaid fees by the members at the ensuing Annual General Meeting pursuant to the Provisionsof the Companies Act 2013. The detailed breakup of the Auditors Fees is given in Notes toAccounts (on Note No. 17 - Other Expenses) forming part of the financial statements.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualifications reservations adverse remarks ordisclaimers given by the Auditors in their Report.

Further upon the recommendations of the Audit Committee and the Board of Directors ofthe Company M/s. P Murali & Co. Chartered Accountants Hyderabad (Firm RegistrationNo. 007257S) has been proposed to be appointed as Statutory Auditors of the Company (inplace of M/s. P C N & Associates Chartered Accountants Hyderabad (Firm RegistrationNo. 016016S)) for a term of five consecutive years commencing from the Company's FinancialYear ending March 312022 to hold office from the conclusion of this 35thAnnual General Meeting of the Company till the conclusion of the 40th AnnualGeneral Meeting to be held in the Year 2027 on such remuneration plus service tax out-of-pocket expenses as may be mutually agreed upon by the Board of Directors and theStatutory Auditors.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. Gopal Dhanaji &Associates Company Secretaries represented by Mr. Gopal Biradar Dhanaji (Membership No.FCS 7676) Practicing Company Secretary as the Secretarial Auditor to conduct SecretarialAudit of the Company for the Financial year ended 31st March 2022 incompliance with the provisions of Section 204 of the Companies Act 2013.

The report of the Secretarial Audit Report by M/s. Gopal Dhanaji & AssociatesCompany Secretaries represented by Mr. Gopal Biradar Dhanaji Practicing CompanySecretary in Form MR-3 is enclosed as Annexure - II to this Report.

There are no qualifications reservations adverse remarks or disclaimers made by M/s.Gopal Dhanaji & Associates Company Secretary in Practice in the Secretarial AuditReport.

The Board further confirms that the Company has complied with all the provisions of theSecretarial Standards issued by the Institute of Company Secretaries of India.

30. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013 and Rules framed thereunder either to the Company or to theCentral Government.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors employees and otherstakeholders to report their genuine concerns details of which have been given in theCorporate Governance Report forming part of this Annual Report.

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy isformulated to provide an opportunity to employees and an avenue to raise concerns and toaccess in good faith the Audit Committee to the highest possible standards of ethicalmoral and legal business conduct and its commitment to open communication in case theyobserve unethical and improper practices or any other wrongful conduct in the Company toprovide necessary safeguards for protection of employees from reprisals or victimizationand to prohibit managerial personnel from taking any adverse personnel action againstthose employees.

32. RISK MANAGEMENT POLICY AND BUSINESS RISK MANAGEMENT:

The Company has policy for identifying risk and assess business risks and opportunitiesand established controls to effectively manage the risk. Further the company has laid downvarious steps to mitigate the identified risk.

The business risks identified are reviewed by the Board of Directors of the Company anda detailed action plan to mitigate identified risks is drawn up and its implementation ismonitored. The key risks and mitigation actions are then placed before the Audit Committeeof the Company.

However Your Company does not have a Risk Management Committee as the said Provisionsof SEBI LODR Regulations are not applicable to the Company.

33. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March 2022 the Company has neitherreceived any complaints nor there are any pending complaints pertaining to SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 (POSH).

The Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. Everyemployee is made aware that the Company is strongly opposed to sexual harassment and thatsuch behaviour is prohibited both by law and by the Company. No cases of child labourforced labour involuntary labour and discriminatory employment were reported during theperiod.

The Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the POSH Act and the rules framed thereunder including constitution of theInternal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policyin line with the requirements of the POSH Act and the same is available on the Company'swebsite at https://www.countrycondos.co.in/POSH Policy.pdf.

34. HUMAN RESOURCE:

Given the highly specialized nature of the Company's business and the large number oflocations where it operates attracting and nurturing the right talent is at the core ofyour Company's strategy for success and growth. Accordingly the HR function is organisedinto three key areas: customer acquisition resort operations and corporate functions.During the year focus was on building capabilities through a structured approach to drivethe Company's performance. This encompassed implementing changes across all components ofthe HR function: recruitment employee engagement reward and recognition skillupgrading talent management organizational culture and employee relations. The Companyorganizes a TOP GUN training program where promising young employees are trained to becomenext level managers. There are 79 permanent Employees on the Rolls of the Company as on 31stMarch 2022.

35. PERSONNEL:

Presently the Company enjoys cordial relations with employees and believes that humanresources are invaluable asset. The Board wishes to place on record its appreciation toall employees for their efforts and co-operation for the performance and growth ofbusiness during the year.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company underInsolvency and Bankruptcy Code 2016 (31 of 2016) during the Financial Year 2021-22.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of one time settlement during the Financial Year 2021-22.

38. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to thecustomers shareholders banks financial institutions investors vendors businessassociates and other associates who through their continued support and cooperation havehelped as partners in the Company's progress.

The Directors also acknowledge the hard work dedication and commitment of theemployees. We wish to place on record our appreciation for the untiring efforts andcontributions made by the employees at all levels to ensure that the Company continues togrow and excel.

For and on behalf of the Board of Directors of COUNTRY CONDO'S LIMITED
PLACE: HYDERABAD Y. VARUN REDDY D. KRISHNA KUMAR RAJU
DATE : 14-07-2022 VICE-CHAIRMAN & DIRECTOR VICE-CHAIRMAN & CEO
DIN:01905757 DIN:00115553

.