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Giriraj Civil Developers Ltd.

BSE: 535066 Sector: Infrastructure
NSE: GIRIRAJ ISIN Code: INE614Z01017
BSE 05:30 | 01 Jan Giriraj Civil Developers Ltd
NSE 05:30 | 01 Jan Giriraj Civil Developers Ltd

Giriraj Civil Developers Ltd. (GIRIRAJ) - Director Report

Company director report

To

The members of

GIRIRAJ CIVIL DEVELOPERS LIMITED

Your Directors presents their Fifteenth Annual Report and Audited Accounts for the yearended March 312020.

Financial Results

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

PARTICULARS FOR THE YEAR ENDED 31/03/2020 OR THE YEAR ENDED 31/03/2019
Gross Sales/Contract Receipt 274251911 494317988
Profit Before Taxation 13615913 31391086
Less: Provision Taxation 3475000 8250000
Less (Add): Provision for Deferred Tax (36775) 43087
Less (Add): Adjustment of Taxation (155474) 132076
Profit After Taxation 10333162 22965923
Less : Transferred to General Reserve 1000000 2500000
Less : Gratuity Provision - -
Add : Profit Brought Forward from P.Y. 157650179 137184256
Balance Carried to Balance Sheet 166983341 157650179
Basic / Diluted Earnings Per Share 3.19 7.08

Operations and Outlook

The net income from operation decreased to Rs. 24.44 Crore from Rs. 43.83 Crore in thelast year and the company incurred a profit of Rs. 1.03 Crore as against profit of Rs.2.30 Crore in the last year.

Dividend

In order to conserve the resources and to meet business requirements your Directorshave not recommended any dividend for the FY ended 31st March 2020.

Transfer to Reserves

Amount of Rs. 1000000/- has been transferred to General Reserves for the financialyear 2019-20.

Fixed Deposits

The Company has neither invited nor accepted any fixed deposits from the public.

Share Capital

During the year under review there is no change in the Share Capital of the Company.

Subsidiary Joint Venture and Associate Company

The Company does not have any subsidiary or associate company except partnership inJoint Venture Firms namely M/s. Dev Engineers & Giriraj M/s. Moksha ConstructionsGiriraj M/s. Giriraj-KK JV Prime-Giriraj-KK (JV) M/s. R.1C. Madani& Giriraj.Details of JV partners and their share in the firms are disclosed in the notes to theFinancial statements.

Directors' Responsibility Statement

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 312020 theapplicable accounting standards have been followed and there are no material departurefrom the same;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view ot the state of affairs of the Company as at March 312020 and of the profit ofthe Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively ; and

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

Corporate Governance

The Company being listed on SME platform of NSE emerge the compliance with CorporateGovernance provisions is not applicable to the company as per Regulation 15 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Management Discussion and Analysis

A brief note on management discussion and analysis is annexed which forms part of theDirectors Report.

Contracts and Arrangements with related parties

All transactions entered into with related parties during the financial year were inordinary course ol business and on arms length price basis. Suitable disclosures asrequired under AS 18 have been made under notes to Financial Statements. Disclosure ofparticulars of contracts/arrangements entered into by the company with related parties isin Form AOC-2 at Annexure I.

Declaration by Independent Director under sub-section (6) of section 149

The Company has received Declaration that the Independent Director meets the criteriaof Independence laid down in sub-section (6) to section 149 to the Companies Act 2013.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. Listing

The equity shares of the company are listed at SME platform of NSE Emerge and listingfee lor the financial year 2020-21 has been paid to the concerned Stock Exchange.

BOARD OF DIRECTORS

As on 31sl March 2020 the Company had Three (3) Directors consisting ofManaging Director Whole Time Director and Non-Executive Director on its Board.

During the FY 2019-20 under review the following Appointments/Resignations ofDirectors and Key Managerial Personnel (KMP) were held.

l. Ms. Manisha Soni had resigned from the post of Company Secretary and ComplianceOfficer of the Company w.e.f. 26/04/2020.

POLICIES

a) Policy for Selection of Directors and determining Directors' Independence

1. Policy

Qualification and Criteria

a) The Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with understanding ofindustry & strategy of the Company.

b) In evaluating the suitability of individual Board members the NR Committee may takeinto account factors such as:

• General understanding of the Company's business & industry.

• Educational and professional background

• Personal and professional ethics integrity and values

c) The proposed appointee shall also fulfill the entire requirement as may beprescribed from time to time under the Companies Act 2013 and other relevant laws.

2. Criteria of Independence

a) The NR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationship aredisclosed by a Director.

b) The criteria of independence as laid down in Companies Act 2013 shall be followed.

c) The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule V to the Companies Act 2013.

b) Remuneration policy for Directors Key Managerial Personnel and other Employees

A. Introduction

The Company has formulated the remuneration policy for its directors key managerialpersonnel and other employees keeping in view the following objectives:

i) Ensuring that the level and composition of remuneration is reasonable to attractretain and motivate to run the company successfully.

ii) Ensuring that relationship of remuneration to performance is clear.

B. Scope and Exclusion

This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

C. Terms and References

In this Policy the following terms shall have the following meanings:

i) "Director" means a director appointed to the Board of the Company.

ii) "Key Managerial Personnel" means

a) The Chief Executive Officer or the managing director or the manager;

b) The Company Secretary;

c) The Whole-time Director;

d) The Chief Financial Officer; and

e) Such other officer as may be prescribed under the Companies Act 2013

iii) Nomination and Remuneration Committee" means the committee constitutedby Company's Board in accordance with the provisions of Section 178 of the Companies Act

D. Policy

1. Remuneration to Executive Directors and Key Managerial Personnel

i) The Board on the recommendation of the Nomination and Remuneration (NR) Committeeshall review and approve the remuneration payable to the Executive Directors of theCompany within the overall limits as per the law/ approved by the Shareholders.

ii) The Board on the recommendation of the NR Committee shall also review and approvethe remuneration payable to the Key Managerial Personnel of the Company.

2 Remuneration to Non-Executive Director

The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non-Executive Directors of the Company within the overalllimits as per the law / approved by the shareholders.

3 Remuneration to other employees

Remuneration to individual employee shall be accordingly to their qualification andwork Experience.

Board Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors on the basis of various aspects /criteria of board/ CommitteeGovernance.

The criteria & aspects covered in the evaluation included knowledge to perform therole level of oversight performance of duties and the fulfilment of Directors'obligations and fiduciary responsibilities including but not limited to activeparticipation at the Board and Committee meeting.

Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non-Executive Directors.

Training of Independent Directors

Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's' Organization structure our business constitution boardprocedures and management strategy. They are provided with Company annual reports etc.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereare no employee drawing remuneration in excess of the limits set out in the said rules.

The information pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of section 136of the Companies Act 2013 the Report and Accounts are being sent to the members andother entitles thereto excluding the information on employees and remunerationparticulars which is available for inspection at the registered office of the companyduring business hours on working days till the date of ensuing annual general meeting ofthe company. If any member is interested in obtaining a copy thereof such member maywrite to the Company in this regard.

Auditors and Auditor's Report

Statutory Auditor

In the AGM held on 29.09.2018 M/s. L.L.B and Co. Chartered Accountants (FirmRegistration No. 1 17558W) has been appointed as Statutory Auditors for a period of 5years i.e. from the conclusion of 13th Annual General Meeting until theconclusion of the 18th Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Sandeep Dubey Practicing Company Secretary to conductSecretarial Audit for the financial year 2019-20. The Secretarial Audit Report for thefinancial year ended March 312020 is annexed herewith marked as Annexure II tothis Report.

The Company being listed on SME platform the compliance with the Annual SecretarialCompliance Report pursuant to Regulation 24A of SEBI LODR Regulations 2015 is notapplicable to the Company.

DISCLOSURES Vigil Mechanism

The Company's whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated forsecuring/ reporting deterring/ punishing/ rectifying any unethical unlawful actsbehavior etc. and to enable to voice/ address bonafide concern of malpractice deviationfrom the policies of the Company internally in an effective and systematic manner afterits discovery.The Policy on vigil mechanism and whistle blower policy may be accessed onthe Company's website at www.girirai.co

Code for Fair disclosure Internal Procedures and Conduct for Regulating Monitoringand Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI(Prohibition of Insider Trading) Regulation2015 The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.giriraj.co

Meetings of the Board

Ten meetings of the Board of Directors were held during the financial year from April01 2019 to March 312020. The dates on which the meetings were held are as follows:-

02.04.2019 22.05.2019 30.05.2019 30.07.2019 23.08.2019 01.11.2019 14.11.201930.01.2020 20.02.2020 and 10.03.2020.

Committees of the Board

The company has following committee of the Board:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

The compositions powers roles terms of reference etc. and no. of meeting held ofrelevant Committees is as per the requirements of the applicable laws.

Particulars of Loans Guarantees or Investments

Pursuant to the provisions of Section 186(4) of the Companies Act 2013 requiringdisclosure in the financial statements of the full particulars of the loan giveninvestment made or guarantee given or security provided and the purpose for which the loanor guarantee or security is proposed to be utilized by the recipient of the loan orguarantee or security if any is disclosed in the financial statements.

Development and Implementation of a Risk Management Policy

The company does not envisage any risk which may threaten the existence of thecompany. Company takes all necessary steps to identify measures & manage riskeffectively.

Extract of Annual Return

As per the amendments carried out by the Companies (Amendment) Act 2017 in section92(3) every company shall place a copy of the annual return on the website ot thecompany it any and the web- link of such annual return shall be disclosed in the Board'sreport. A copy of Extract of Annual Return of the Company is available on our websitewww.girirai.co

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. No orders were passed by the Regulators or Courts or Iribunals which impact thegoing concern status and Company's operations in future.

The Listing Department of the National Stock Exchange vide its Circular dated. February04 2020 under reference no. 0129/2020 has suspended the trading in securities of thecompany w.e.f. February 26 2020 for non-compliance with Regulation 33 of the SEBI (LODR)Regulations 2015 for two consecutive quarters i.e. March 312019 and September 30 2019.Consequently the Exchange has suspended the trading in securities of the company w.e.f.February 26 2020 and shifted the trading in securities on Trade for Trade basis in Series"BZ". Further on account of such non-compliances the Exchange has also freezedthe entire shareholding of the Promoters and Promoters group held in their demat accountsand towards such non-compliances the Exchange has also levied fine in pursuance ol theSEBI SOP circulars.

The Company has now complied with all the non compliances observed by the Exchange andthat for revocation of suspension revocation application along with all the requireddocuments and revocation fees has been submitted with the Exchange. Also application forwaiver of SOP fines has also been filed with the Exchange and that the outcome is awaited.The Company is in earnest discussions with the Exchange and shall update its stakeholdersas soon as the suspension is revoked by the Exchange.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo

Since Company's business does not involve any manufacturing activity the informationrequired to be provided under Section 134 (3)(m) of the Companies act 2013 read with theCompanies ( Accounts ) Rules 2014 are nil / Not applicable.

Your company neither earned nor spent any foreign exchange during the year.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers Board members andmembers of the company during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'semployees.

For and on behalf of the Board

Krushang Shah \ Whole Time Director

\

Mahesh Shah Managing Director

Place: Mumbai \ Date: 30.05.2020'

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