On behalf of the Board of Directors it is our pleasure to present the Forty Ninth (49th)Annual Report together with the Audited Statement of Accounts of M/s. Shelter InfraProjects Limited ("the Company") for the year ended 31st March 2021.
The summarized standalone results of your Company are given in the table below.
|Particulars || |
Financial Year ended
| || |
Rs. in Lacs
| || |
| ||31/03/2021 ||31/03/2020 |
|Total Income ||338.97 ||1.040.39 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||126.28 ||(6.79) |
|Finance Charges ||6.35 ||39.56 |
|Depreciation ||13.49 ||13.49 |
|Provision for Income Tax || || |
|(including for earlier years) ||(16.79) ||- |
|Net Profit/ (Loss) After Tax ||89.64 ||(59.84) |
|Profit/(Loss) brought forward from previous year ||176.33 ||236.17 |
|Amount transferred consequent to Scheme of Merger ||- ||- |
|Profit/(Loss) carried to Balance Sheet ||265.97 ||176.33 |
Previous year figures have been regrouped/rearranged wherever necessary.
The paid up Equity Share Capital as on March 31 2021 was Rs. 35662000/- consistingof 3566200 shares of Rs. 10/- each. The Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity during the Financial Year underreview.
Your Directors regret not to declare any Dividend for the Financial Year under reviewas operating profit will be absorbed for the future development of projects.
During the Financial Year under review total revenue decreased from Rs. 1040.39 Lakhsto Rs. 338.97 Lakhs. The Company has incurred Profit of Rs. 89.64 Lakhs during theFinancial Year 2020-21 due to rise in company's operation as compared to the Loss of Rs.59.84 Lakhs incurred during the Financial Year 2019-2020
TRANSFER TO RESERVE
The Board of the company does not recommend any amount to be transferred to Reservesduring the Financial Year 2020-21.
CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of the Business of the Company during the FY 2020-21except the Object Clause which has been altered on 28th September 2020 by theShareholders of the Company at its 48th AGM by adding new clause III (A) (5) tothe existing main object clause III (A) as:
"To carry on the business of immovable property and to undertake the salepurchase lease rent or otherwise or advertise for sale purchase lease assist inselling purchasing leasing and find or introduce purchaser or vendors of and to manageland building and other immovable or movable property whether belonging to the company ornot and to buy sale acquire transfer development right and to let any portion of anyimmovable property trade or business purposes or other private or public purposes and tocollect rents and income and to supply to tenants and occupiers and to own hold occupymanagement control construct erect alter develop pull down improve repair renovatework build plan lay out sell transfer mortgage charge assign let out hiresub-let sub-lease all types of lands plots buildings hereditaments bungalows flatsTownship affordable housing warehouses assets and properties moveable or immovablefreehold or lease-hold of whatever nature and description and where ever situate and todeal sale manage lease operate and run the infrastructure so developed onbuild-Operate-Transfer (BOT) or on Build-Own- Operate-Transfer (BOOT) basis Buildown-Lease-Transfer (BOLT) transfer basis and buy and sell immovable property of any tenureand any interest therein either independently or jointly in partnership joint venture oron agency or sub contracts basis."
MATERIAL CHANGES & COMMITMENTS
Pursuant to Sec 134 (4) (l) of the Companies Act 2013 ('the Act') no material changes& Commitments affecting financial position of the company occurring between the end ofthe financial year of the company to which the financial statements relate and the date ofthe report.
CHANGES IN SHARE CAPITAL DURING FY-2020-21
There was no change in Share Capital during the Financial Year 2020-2021 under review.
SUBSIDIARY / JOINT VENTURES / ASSOCIATES
Your Company has no Subsidiaries or Associate or Joint Venture Company. However theCompany is the Subsidiary of M/s Ramayana Promoters Private Limited in respect of itsholding more than 50% Share Capital.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES
Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are provided in the notes to the Financial Statement as attached with thisAnnual Report.
INDUSTRY SCENARIO IN FUTURE:
The real estate sector is one of the most globally recognized sectors. The real estatesector comprises four sub sectors - housing retail hospitality and commercial. Thegrowth of this sector is well complemented by the growth of the corporate environment andthe demand for office space as well as urban and semi-urban accommodations. Theconstruction industry ranks third among the 14 major sectors in terms of direct indirectand induced effects in all sectors of the economy.
By 2040 real estate market will grow to ' 65000 crore from ' 12000 crore in 2019.Real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030from US$ 120 billion in 2017 and contribute 13% to the country's GDP by 2025. Retailhospitality and commercial real estate are also growing significantly providing themuch-needed infrastructure for India's growing needs. Indian real estate is expected toincrease by 19.5% CAGR from 2017 to 2028.
After the unlocking process was initiated in the third quarter of 2020 the residentialand office markets started showing promising signs of revival. As business activitiesresumed with the gradual opening of the economy in the third quarter of 2020 the officemarket witnessed green shoots of recovery.
In the backdrop of such uncertainties institutional investors would like to assess theimpact of COVID-19 on the economy commercial real estate and infrastructure assets beforefinalizing any major investment calls.
STATE OF THE COMPANY'S AFFAIRS
With the onset of the COVID-19 outbreak that has affected the trade and industriesworldwide disruptions in business cycles are bound to impact the demand for commercial aswell as residential spaces in the real estate market of India. With the number ofenquiries slowing down share market being impacted and generally slow economy it willimpact all the housing segments in the real estate industry. There is a silver lining foraffordable housing schemes however as demand may continue to exist considering governmentincentives associated with it.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN;
Extract of the Annual Return vide MGT-9 is enclosed as an Annexure-1 in terms ofSection 92(3) of the Companies Act 2013.The same is also available at Company's websiteat www.ccapltd.in
CHANGE IN BOARD OF DIRECTORS
a) In accordance with the provisions of Companies Act 2013 Mr. Kamal KishoreChowdhury (DIN-06742937) Executive Director of the Company was retired by rotation andbeing re-appointed by the Shareholders at the 48th AGM dated 28thSeptember 2020 during the FY- 2020-21.
b) Ms. Moumana Pal (DIN-07144146) appointed as an Additional Director in Independentcapacity for a term of 5(Five) years dated 27th July 2021 but her appointedhas not been approved by the by the Shareholders at the 48th AGM dated 28thSeptember 2020 during the FY- 2020-21.
During the Financial year Seven (7) Meeting of Board of Directors held on 30.06.202027.07.2020 13.08.2020
15.09.2020 22.09.2020 13.11.2020 and 12.02.2021.
|Name of Director ||No. of Board meetings attended ||Attendance at last AGM |
|MR.ARUNANGSO GOSWAMI ||7 ||YES |
|MR. SANKALAN DATTA ||7 ||YES |
|MR. KAJAL CHATTERJEE ||7 ||NO |
|MR. KAMAL KISHORE CHOWDHURY ||7 ||YES |
|MS. MOUMANA PAUL ||3 ||NO |
COMMITTEES OF BOARD:
To comply with the provisions of section 177 and 178 of the Companies Act2013("the Act') and Rule 6 of the Companies (Meeting of board and its powers) Rules2014 the following Committees have been constituted by the
Board of Director of the Company.
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee Meeting
a) During the Financial year 2020-2021 the Audit Committee held 5(Five) meetings on30.06.2020
27.07.2020 15.09.2020 13.11.2020 and 12.02.2021.
|Name of Director ||No. of meetings attended |
|MR.ARUNANGSO GOSWAMI ||5 |
|MR. SANKALAN DATTA ||5 |
|MS. MOUMANA PAUL ||1 |
2. Nomination & Remuneration Committee
a) During the Financial year 2020-2021 the Nomination & Remuneration Committee held1(One) Meetings on
|Name of Director ||No. of meetings attended |
|MR.ARUNANGSO GOSWAMI ||1 |
|MR. SANKALAN DATTA ||1 |
|MS. MOUMANA PAUL ||NIL |
3. Stakeholders Relationship Committee
a) During the Financial Year under Review the Committee held 1(one) Meeting as ondated 27.07.2020.
|Name of Director ||No. of meetings attended |
|MR.ARUNANGSO GOSWAMI ||1 |
|MR. SANKALAN DATTA ||1 |
|MS. MOUMANA PAUL ||NIL |
CHANGE IN COMMITTEES OF BOARD:
There has been a change in the above committees of the Board of Directors due to theresignation of Moumana Pal dated 28th September during the Financial Year2020-21.
KEY MANAGERIAL PERSONNEL OF THE COMPANY
The following persons are Key Managerial Personnel of the Company for the financialyear under review:-
|1. Mr. Kamal Kishore Chowdhury - ||Whole Time Director |
|2. Ms. Aparupa Das - ||Company Secretary |
|3. Mr. Anand Kumar Agarwal - ||Chief Financial Officer |
Change in Key Managerial Personnel:
There has been no change in Key Managerial Personnel during the Financial Year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation 22of under SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 theCompany has established a Vigil Mechanism and has a Whistle Blower Policy. The policy isavailable at the Company's website www.ccapltd.in under link -http://ccapltd.in/VIGIL%20MECHANISM.pdf.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors 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 directors had 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 of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.
Pursuant to Sec 134 (3)(q) of the Companies Act 2013 ('the Act') The IndependentDirectors hold office for a fixed term of 5 years and are not liable to retire byrotation. No Independent Director has retired during the year.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION:
This Policy envisages the role and responsibility of the Independent DirectorsConstitution of the Nomination and Remuneration Committee term of appointment ofManagerial Personnel Directors KMPs Senior Management remuneration of the ManagerialPersonnel KMPs Senior Management Independent Directors Stock Options to ManagerialPersonnel KMPs Senior Management other employees evaluation of Managerial Personnelunder Sec. 134 of the Act KMPs Senior Management Independent Directors etc. TheNomination and Remuneration
Committee will consist of three or more nonexecutive directors out of which at leastone-half shall be independent director(s) provided that Chairperson of the Company may beappointed as a member of this Committee but shall not chair such Committee. The Boardshall reconstitute the Committee as and when required to comply with the provisions of theCompanies Act 2013 and applicable statutory requirements including the Listing Agreement.The meeting of Committee shall be held at such regular intervals as may be required tocarry out the objectives set out in the Policy. The Committee members may attend themeeting physically or through Video conference or through permitted audio -visual modesubject to the provisions of the applicable laws. The Committee shall have the authorityto call such employee (s) senior official(s) and / or externals as it deems fit. TheCompany Secretary shall act as Secretary to the Committee. For detailed information aboutthe policy your are requested to visit your company website www.ccapltd.in.
Pursuant to Section 197(14) of the Companies Act 2013 ('the Act') There is no receiptof any commission by MD / WTD from a Company and also not receiving commission /remuneration from it Holding or subsidiary.
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. BasuChanchani & Deb Chartered Accountants (ICAI Firm Registration No. 301174E) wasappointed as the Auditors of the Company from conclusion of the 45th AGM until conclusionof the 50th AGM of the Company scheduled to be held in the year 2022.
The members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139 of the Companies Act 2013read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules2014 the requirement for ratification of Auditors appointment at every AGM has been doneaway. Therefore the requirement of ratifying the appointment of M/s. Basu Chanchani &Deb as the Auditors of the Company at the every AGM does not arise.
Your Company has received a certificate from M/s. Basu Chanchani & Deb CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof the provisions of Section 141 of the Companies Act 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India (ICAI) as required underthe provisions of Regulation 33 of the Listing Regulations
EXPLANATION TO AUDITOR'S REMARKS
The Company has not provided any amortization cost for development rights ofRs.556.30 Lacs. The amount due for amortization up to date not yet ascertained by theManagement.
Liability of lease rent had not yet been paid or provided in books of accountsin respect of DN-1 Eternity Building Sector-V Salt Lake Kolkata-91 and IB 63Sector-III Salt Lake. Moreover the quantum of lease amount based on lease deeds had notyet been ascertained in absence of the current market price of the said properties.However the matter will be dealt with in future with the relevant authorities.
No Provision for Obsolete stock valued for INR. 79.37 Lakhs made in theaccounts.
All the pending provision will be taken in consideration after getting valuationwork done by the Registered Valuer in considering the fact with the Management.
Actuarial Valuation not done due to no such major change in the ActuarialValuation Report of the Previous Year ( i.e FY 2019-20) in the current financial Year2020-21.
In terms of Section 204 of the Act and Rules made there under Ms. Soma Saha aPracticing Company Secretary (C.P. No. 12237 Mb No: 33125) having its office at 10 OldPost Office Street Room No: 42A Kolkata - 700 001 have been appointed as SecretarialAuditor of the Company for the Financial Year 2020-2021. The report of the SecretarialAuditors is enclosed as an Annexure-2 to this report. The observation made therein istaken note of by the management and necessary steps have been taken to rectify it.
Securities Exchange Board of India (SEBI) vide its circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017 had issued a guidance note on BoardEvaluation which inter alia contains indicative criterion for evaluation of the Board ofDirectors its Committees and the individual members of the Board.
Pursuant to the new Evaluation Framework adopted by the Board the Board adopted aformal mechanism for evaluating its performance and as well as that of its Committees andindividual Directors for the financial year 20202021. The exercise was carried out througha structured evaluation process covering various aspects of the Boards functioning such ascomposition of the Board & Committees experience & competencies performance ofspecific duties & obligations attendance of the meetings governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directors whowere evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment safeguarding of minority shareholders interest etc.
The individual Director's performance was also evaluated and the Board was of the viewthat the Directors fulfilled their applicable responsibilities and duties as laid down bythe Listing Regulations and the Companies Act 2013 and at the same time contributed withtheir valuable knowledge experience and expertise to grab the opportunity and counter theadverse challenges faced by the Company during the year under review.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation 17(9) of underSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 the Company hasdeveloped and implemented a Risk Management Policy. The Policy envisages identification ofrisk and procedures for assessment and minimization of risk thereof.
Your Company treats its "Human Resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules 2014 of theCompanies Act 2013 ('the Act') During the year under review the no significant andmaterial orders were passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations except:
|Statue ||Nature of Dues ||Amount(Rs in Lakhs) ||Financial Year ||Regulators |
|Income Tax Act 1961 ||Income tax and Interest ||1032.00 ||2012-13 ||CIT Appeal Kolkata |
|Income Tax Act 1961 ||Income tax and Interest ||233.88 ||2014-15 ||CIT Appeal Kolkata |
|GST ||Service Tax & Penalties ||346.36 ||2011-16 ||Service Tax Appellate Tribunal |
|SEBI ACT/SCRA act1956 ||Penalty ||57.00 ||Dec 2016 ||SATS MUMBAI |
INTERNAL FINANCIAL CONTROLS
Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules 2014 of theCompanies Act 2013 ('the Act')The internal financial controls with reference to theFinancial Statements are commensurate with the size and nature of business of the Company.Audit committee of your company has performed regular review on internal financialcontrols of your company.
RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms' length transactions under third proviso thereto shall be disclosedin Form No.AOC-2 as an Annexure-3.
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.ccapltd.in under linkhttp://ccapltd.in/RELATED%20PARTY%20TRANSACTIQN%20PQLICY.pdf.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND DURING THE FINANCIAL YEARUNDER REVIEW
The Company have not declared any Dividend since the Financial Year 2011-12 howeverthe last Dividend declared was for the Financial Year 2010-11 and in accordance with theprovisions of Section 124 125 and other applicable provisions if any of the CompaniesAct2013 read with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules2016 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the amount of dividend remainingunclaimed or unpaid for a period of seven years from the date of transfer to the unpaiddividend account is required to be transferred to the IEPF maintained by the CentralGovernment. In pursuance of this the dividend remaining unclaimed or unpaid in respect ofdividends for the Financial Year 2010-2011 have been transferred to the IEPF. TheStatement of amounts credited to Investor-IEPF-1-for all the previous years in whichdividends declared before and for 2010-2011 is available on the Company'swebsite:http://www.ccapltd.in/
Members/claimants whose shares or unclaimed dividends have been transferred to theIEPF Demat Account or the Fund as the case may be may claim such shares or apply forrefund by making an application to the IEPF Authority in Form IEPF-5 (available athttp://www.iepf.gov.in).
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015as the paid-up Share Capital of the Company is less than 10 Crores andits Reserves are less than 25 Crore provisions of the Corporate Governance is notapplicable to your Company. However adequate steps have been taken for better corporategovernance.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2016
Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2016 is given in Annexure-4 forming part of the Directors' Report
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti -Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Woman at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaint received regarding sexual harassment. All Employees (permanent Contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed ofduring each calendar year.
-No of Complaints Received - NIL -No of Complaints Disposed off - NIL
The Board of Directors hereby affirms that your Company has adhered to the SecretarialStandards as prescribed by the Institute of Company Secretaries of India during thefinancial year under report.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
Although your Company's core activity is in the area of civil construction which is notpower intensive your Company is making every efforts to conserve the power. Criticalnatural resources like Diesel etc. are consumed efficiently to ensure proper energyutilization and conservation. During the period under review there was no foreign exchangeearnings or out flow.
COST AUDIT RECORD
The company is not required to maintain Cost Audit records in term of Section 148 (1)of the Companies Act 2013. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Rules under Sec.135 of the Companies Act 2013 is notapplicable to your Company.
The Directors are grateful to the various Departments and agencies of the Central andState Governments for their help and co-operation. They are thankful to the FinancialInstitutions and Banks for their continued help assistance and guidance. The Directorswish to place on record their appreciation of employees at all levels for their commitmentand their contribution.
|On behalf of the Board |
|For Shelter Infra Projects Limited |
|Sd/ ||Sd/ |
|KAMAL KISHORE CHOWDHURY ||SANKALAN DATTA |
|DIN-06742937 ||DIN - 02478232 |
|(WHOLE TIME DIRECTOR) ||(DIRECTOR) |
|Date: 15.07.2021 |
|Place: KOLKATA |