You are here » Home » Companies » Company Overview » Samruddhi Realty Ltd

Samruddhi Realty Ltd.

BSE: 535466 Sector: Infrastructure
NSE: N.A. ISIN Code: INE621O01016
BSE 00:00 | 23 Aug Samruddhi Realty Ltd
NSE 05:30 | 01 Jan Samruddhi Realty Ltd
OPEN 4.80
PREVIOUS CLOSE 4.80
VOLUME 4800
52-Week high 4.80
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.80
CLOSE 4.80
VOLUME 4800
52-Week high 4.80
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Samruddhi Realty Ltd. (SAMRUDDHIREALTY) - Director Report

Company director report

Dear Member(s)

We have pleasure in presenting the Fifteenth Annual Report on the business andoperations of the Company together with the audited results for the Financial Year endedon 31st March 2018.

FINANCIAL HIGHLIGHTS

(Figures in Rs.)

PARTICULARS

STANDALONE

CONSOLIDATED

31.03.2018 31.03.2017 31.03.2018 31.03.2017
TOTAL REVENUE 56168878 147172468 56168878 147172468
Operating Expenditure (109654542) (15439) (109654542) (15439)
Depreciation & Amortisation 2418628 5178307 2418628 5178307
Finance Cost 163082772 138290504 163082770 138290504
Total Expenditure 55846838 143453378 55846838 143453378
Earnings before Exceptional Items and Tax 322040 3719090 322040 3719090
Profit Before Tax 322040 3719090 322040 3719090
Tax Expenses 2014346 3183689 2014346 3183689
Current Tax - 3951190 - 3951190
Deffered Tax (337043) 324293 (337043) 324293
Profit after Tax (1355263) (3740082) (1355263) (3740082)

Pursuant to the Listing Regulations the provisions of the IND-AS Accounting System areapplicable to the Company.

BUSINESS AND OPERATIONS

A. BUSINESS OVERVIEW

The Company is engaged in the business of Real Estate Development. The Company developsresidential projects. There was no change in the nature of the business of the Companyduring the year under review.

B. FINANCIAL PERFORMANCE Standalone

During the Financial year 2017-18 the Company on standalone basis earned totalrevenues of Rs. 56168878/- as compared to Rs. 147172468/-. The profit before tax wasRs. 322040/- as against 3719090/- in the previous year and loss after tax was Rs.(1355263) as against Rs. (3740082) in the previous year.

Consolidated

The consolidated revenues of the Company during the Financial year 2017-18 were56168878/- as compared to Rs. 147172468/-. The profit before tax was Rs. 322040/-as against 3719090/- in the previous year and loss after tax was Rs. (1355263) asagainst Rs. (3740082) in the previous year.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the General Reserve.

DIVIDEND

The Company is planning for increase business exposure which would help to improveoverall Return on Capital Employed and would add value to the shareholder's wealth. TheBoard believes that conserving and investing the Company's capital in high returninvestment opportunities currently available instead'of distributing it as a dividendwill maximize shareholder value creation. The Company has suffered a loss and theDirectors have therefore not recommended any dividend for the financial year ended March31st 2018.

C. OPERATIONAL OVERVIEW

During the year under review the Company is marching towards completion of all itsrunning projects and till then the Company has no plans to start any new project(s).

SHARE CAPITAL

The authorized share capital of the Company is Rs. 200000000 out of which Rs.100944000 is the subscribed capital of the Company divided into 10094400 shares of Rs.10 each.

Samruddhi Realty Limited is a public Company and its shares are listed on the BSELimited.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there was following additions and reductions to the Boardof Directors of the Company:

Reductions

Mrs. Sushma Thirunalpalya Somashekarappa Independent Director resigned from the Boardof Directors effective from 28th August 2017.

Mr. Praveen Narayanaswamy Independent Director resigned from the Board of Directorseffective from 05.10.2017 Mr. Hemang D Rawal Managing Director of the Company resignedfrom the Board of Directors effective from 19.09.2017

Mr. Ravindra M Madhudi Whole Time Director of the Company resigned from the Board ofDirectors effective from

30.03.2018.

Additions

Mr. Arumugam Thirumurugan was appointed as Independent Director of the Companyeffective from 26.09.2017 Mr. Madhusudhan Navaneetham was appointed as AdditionalExecutive Director of the Company effective Mrs. Vanaja Thirumurgan was appointed asAdditional Non Executive Director effective from 12.03.2018.

Mr. Siraj Syed Ismail was appointed as Additional Executive Director of the Companyeffective from 23.03.2018.

Further Mr. Dharmesh Kuvalekar Company Secretary and Compliance Officer and a KeyManagerial Personnel of the Company resigned from his position effective from 21.04.2017.Ms Devika Priyadarsini joined as Company Secretary and Compliance Officer and KeyManagerial Personnel in the position vacated by Mr. Dharmesh Kuvalekar.

CHANGES IN SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one wholly owned subsidiary viz. Samruddhi Gruha Nirman PrivateLimited. There are three associate companies viz. Samruddhi Real Assets Private LimitedStudio 3 Planners Private Limited and Samruddhi Infratech (India) Private Limited. Thereare no joint venture companies within the meaning of Section 2(6) of the Companies Act2013 ('the Act').

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 129 of the Companies Act the consolidated financial statements have beenprepared by the Companyiin accordance with the applicable accounting standards and formpart of the Annual Report. A statement containing the salient features of the FinancialStatements of the subsidiaries and associate companies of the Company in Form AOC-1 asrequired under Rule 5 of the Companies (Accounts) Rules 2014 form part of the notes tothe consolidated financial statements.

The Company shall provide a copy of the financial statements of its subsidiary companyto the members of the Company on their request. The financial statements of its subsidiarycompany will also be kept open for inspection by any members at the registered office ofthe Company during business hours of the Company.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS

During the year under review there were no significant or material orders passed byregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. COMPOSITION OF THE BOARD OF DIRECTORS

As on 31st March 2018 the Board of Directors of the Company comprised ofsix Directors of which three were Executive Directors and three were Non-ExecutiveDirectors. The composition of the Board of Directors is in compliance with Regulation 17of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and Section149 of the Companies Act 2013.

The Company has received necessary declarations from the Independent Directors statingthat they meet the criteria of independence as specified in Section 149(6) of theCompanies Act 2013 and Regulation 16 of the Listing Regulations.

B. MEETINGS

During the year under review the Board of Directors met 20 times on the followingdates.

12.04.2017 02.05.2017 01.06.2017 17.06.2017 10.07.2017 08.08.2017 09.08.201722.08.2017 19.09.2017

05.10.2017 25.10.2017 01.11.2017 27.11.2017 15.12.2017 04.01.2018 02.03.201812.03.2018 22.03.2018

23.03.2018 30.03.2018.

In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on 31.03.2018.

C. RECONSTITUTION OF COMMITTEES OF BOARD

Consequent to resignation Mrs. Sushma Thirunalpalya Somashekarappa Mr. PraveenNarayanaswamy Mr. Hemang D Rawal and Mr. Ravindra M Madhudi members of the either of theCommittees has led to reconstitution of the Audit Committee Stakeholders RelationshipCommittee and Remuneration and Nomination Committee.

A detailed note on the Committee of the Board of Directors is given in the CorporateGovernance Report forming a part of Annual Report.

D. PERFORMNACE EVALUATION

In terms of Section 134 (3) (p) read with Articles VII and VIII of the Schedule IV ofthe Companies Act 2013 the Board carried out an annual evaluation of its own performanceand that of its statutory committees viz. Audit Committee Stakeholders RelationshipCommittee and Nomination & Remuneration Committee and that of individual Directors.

The Board also assessed the performance and potential of each of the IndependentDirectors with a view to maximising their contribution to the Board. As envisaged by theAct the Independent Directors at a meeting conducted reviewed the performance of theChairman of the Board. At the same meeting the review of the Executive Directors was alsocarried out.

E. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2018 the Board ofDirectors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Djrectors had selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2018 and of the profits of theCompany for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDIT RELATED MATTERS

A. AUDIT COMMITTEE

The Company has a duly constituted Audit Committee. The composition of the Committee ason 31st March 2018 was:

1. Mr. Arumugam Thirumurugan (Independent Director) Chairman
2. Mrs. Vanaja Thirumurugan (Additional Independent Director) Member
3. Mr. Siraj Syed Ismail (Additional Executive Director) Member

The terms of reference powers role and responsibilities of the Audit Committee are inaccordance with the requirements mandated under Section 177 of the Companies Act 2013 andRegulation 18 of the Listing Regulations.

During the period under review the advice and suggestions recommended by theAudit'Committee were duly considered and accepted by the Board of Directors. There was noinstances of noh acceptance of such recommendations.

B. STATUTORY AUDITORS

The Statutory Auditors expressed an unmodified opinion in the Audit Reports in respectof the audited financial statements for the financial year ended on 31st March2018. There are no qualifications or adverse marks in the Statutory Auditor's Report whichrequire any explanation from the Board of Directors.

The present Statutory Auditors M/s. K. Gopalkrishnan & Co. Chartered AccountantsBangalore were appointed as Statutory Auditors of the Company to conduct the StatutoryAudit for the period ended 31stMarch 2018. M/s. K. Gopalkrishnan & Co. CharteredAccountants hold office until the conclusion of the 17thAGM of the Company in the Calendaryear 2020 (subject to ratification of the appointment by the members at every AGM). Thecompany has obtained a certificate from M/s. K. Gopalkrishnan & Co. CharteredAccountants to the effect that their proposed re-appointment if made would be inaccordance and conformity with the specified limits.

Necessary resolution for re-appointment of the said Auditors is included in the Noticeof Annual General Meeting for seeking approval of members.

C. SECRETARIAL AUDIT

The Secretarial Audit for the year ended on 31st March 2018 was conductedby Mr. Chetan Kumar A Practising Company Secretary. The Secretarial Audit Report issuedby Mr. Chetan Kumar A is in accordance with the provisions of Section 204 of the CompaniesAct 2013 in Form MR-3 is attached as "Annexure A" to this report. The saidreport does not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

D. COST AUDIT

The Cost Audit Report as prescribed under the Companies (Cost Records and Audit) Rules2014 is not applicable to the Company.

E. INTERNAL AUDIT & INTERNAL FINANCIAL CONTROLS

The in-house internal audit team is responsible for assurance with regard to theeffectiveness and efficiency of internal control systems and processes. The audit team inyour Company is independent designed to add value and improve the Company's processes. Ithelps the Company to accomplish its objective by bringing a systematic disciplinedapproach to evaluate and improve the effectiveness of risk management control and thegovernance process.

There are adequate internal financial controls in place with reference to financialstatements. During the year under review these controls were tested and no significantweakness was identified either in the design or operation of the controls.

The Board has appointed M/s. K. Gopalkrishnan & Co. as the Internal Auditor of thecompany for the financial year 2017-18

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

POLICY MATTERS

A. NOMINATION AND REMUNERATION POLICY

The Nomination Remuneration and Governance Committee of the Board of Directors isresponsible for recommending the appointment of Directors and Senior Management to theBoard of Directors of the Company. The Company has in place a Nomination and RemunerationPolicy containing the criteria for determining qualifications positive attributes andindependence of a Director and policy relating to the remuneration of Directors KeyManagerial Personnel and Senior Management personnel of the Company. Extracts from thepolicy are reproduced in "Annexure B" to this report.

B. RISK MANAGEMENT FRAMEWORK

The Company has developed and implemented a risk management framework detailing thevarious risks faced by the Company and methods and procedures for identificationmonitoring and mitigation of such risks. The Board of Directors of the Company hasformulated a Risk Management Policy which aims at enhancing shareholders' value andproviding an optimum risk reward trade off. The risk management approach is based on aclear understanding of the variety of risks that the organisation faces disciplined riskmonitoring and measurement and continuous risk assessment and mitigation measures.

C. COPORATE SOCIAL RESPONSIBILITY POLICY

In terms of Section 134 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable to the Company.

D. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to promote ethical behaviour in all itsbusiness activities and has in place a mechanism for employees to report any genuinegrievances illegal unethical behaviour and suspected fraud or violation of laws rulesand regulation or conduct to the Audit Committee of the Board of Directors. The policyalso provides for adequate protection to whistle blower against victimisation ordiscriminatory practices. The Whistle Blower Policy is disclosed on the website of theCompany at www.samruddhirealty.com.

During the year under review the Company did not receive any complaints relating tounethical behaviour actual or suspected fraud or violation of the Company's Code ofconduct from any employee or directors.

OTHER MATTERS

A. DEBENTURES

As on 31st March 2017 the Company has three series of outstandingNon-Convertible Debentures aggregating to Rs. 750000000(Rupees Seventy Five Crores).The Debentures are unlisted debentures so the compliance of Listing Regulations withrespect to the Debentures is not applicable and the interest on the Debentures was paid ontime as per the Companies Act 2013.

B. DEPOSITS

The Company did not accept any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and there are no outstanding deposits as on date.

C. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act 2013 there was no dividend lyingin the unclaimed dividend account with the Company which needs to be transferred toinvestor education and protection fund.

D. HUMAN RESOURCES

Employee relations continue to be cordial at all levels and in all divisions of theCompany. The Board of Directors would like to express their sincere appreciation to allthe employees for their continued hard work and steadfast dedication.

As on 31st March 2018 the Company had an organisational strength of 28employees.

E. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Pursuant to the provisions of the Sexual Harassment of the Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has not received any case ofSexual Harassment during the period under review.

F. CORPORATE GOVERNANCE

In accordance with Schedule V of the Listing Regulations the Company has complied withthe provisions of Corporate Governance. A separate report on Corporate Governance isannexed as "Annexure C" and forms part of this Report.

G. CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for allemployees of the Company. As prescribed under Regulation 17 of the Listing Regulations adeclaration signed by the Chairman of the Company affirming compliance of Code of Conductby the Directors and Senior Management Personnel of the Company for the Financial Year2017-18 forms a part of the Corporate Governance Report.

H. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations the ManagementDiscussion and Analysis Report is presented in a separate section of Annual Report.

I. EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return for thefinancial year ended March 31 2018 in MGT- 9 is enclosed as Annexure E to this Report.

J. RELATED PARTY TRANSACTIONS

During the year the Company did not enter into any contract/arrangement/transactionwith a related party which can be considered as material in terms of the policy on relatedparty transactions laid down by the Board of Directors. Related party transactions ifany pursuant to the Listing Regulations were approved by the Audit Committee from time totime prior to entering into transactions undertaken during the financial year 2017-18 aredetailed in the Notes to Accounts of the Financial Statements.

K. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In terms of Section 134 of the Companies Act 2013 read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 the details of energy conservation and technologyabsorption the Board has nothing to report under this Section.

The transaction involving foreign exchanges during the year is NIL.

L. REMUNERATION DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The details of the remuneration of Directors Key Managerial personnel and thestatement of employees in receipt of remuneration exceeding the limits prescribed underSection 134 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure to thisReport.

J. BUSINESS RESPONSIBILITY STATEMENT

As required under Regulation 34 of the Listing Regulations the Business ResponsibilityReport is given in Annexure to this report.

K. FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSSOCIATES

In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules2014 the financial position and performance of subsidiaries are given as Annexure to theConsolidated Financial Statements.

L. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

M. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting familiarization programme for IndependentDirectors of the Company. At the time of appointment a formal letter of appointment isgiven to Independent Directors which INTER-ALIA explains the role functions duties andresponsibilities expected from them as a Director of the Company. The Company conductsstructure orientation programmes for the Independent Directors to understand and getupdates on the business and operations of the Company on a continuous basis. Suchprogrammes provide an opportunity to the Independent Directors to interact with SeniorLeadership team of the Company and help them to understand the Company's strategy modelsoperations services product-offerings finance human resources and such other areas asmay arise from time to time.

N. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at Bombay Stock Exchange Limited (SME segment).The Annual listing fee for the year 2017-18 has been paid.

O. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important information such as Financial Results Project Updates etc are availableon Company's Website on regular basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government State Government RBISEBI and The Bombay Stock Exchange Limited (BSE) for their co-operation in variousspheres of Company's functions. The Board of Directors expresses it's gratitude for theco-operation extended by the Financial Institutions/ Term Lenders and Company's Bankersfor their valuable support. The Directors thank all the shareholders of the Company itscustomers and investors for their valuable support during the year and look forward totheir continued support in the years to come. The Company has also gained considerablyfrom the sincere and devoted services rendered by its employees at all levels. The Boardof Directors wishes to place on record its sincere appreciation of the employee's effortsin enhancing the image of the company in the market.

For and on behalf of the Board of Directors' of Samruddhi Realty Limited

Bangalore Herrrang D. Rawal V R Manjunath
Date: 13th August 2018 Director Whole Time Director
DIN-00513746 DIN-01134899

.