Shree Ram Urban Infrastructure Ltd.
|BSE: 503205||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE164H01011|
|BSE 00:00 | 21 Mar||Shree Ram Urban Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Shree Ram Urban Infrastructure Ltd|
|BSE: 503205||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE164H01011|
|BSE 00:00 | 21 Mar||Shree Ram Urban Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Shree Ram Urban Infrastructure Ltd|
The Board of Directors is pleased to present the 80lh Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31sl March 2017.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2017 issummarized below:
Your Company has incurred a loss of Rs. 497419409/- (Forty Nine Crores Seventy FourLacs Nineteen Thousand Four Hundred Nine Only) in the year ended 31s1 March2017. For the Year ended 31st March 2016 your Company had incurred a loss ofRs. 246910094/- (Twenty Four Crores Sixty Nine Lacs Ten Thousand Ninety Four Only).
Your Directors do not recommend any dividend due to losses incurred during the year.
The Board of Directors is pleased to present the 80'" Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31" March 2017.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31 " March 2017 issummarized below:
Your Company has incurred a loss of Rs. 497419.409/- (Forty Nine Crores Seventy FourLacs Nineteen Thousand Four Hundred Nine Only) in the year ended 31 " March 2017.For the Year ended 31"March 2016 your Company had incurred a loss of Rs.246910094/- (Twenty Four Crores Sixty Nine Lacs Ten Thousand Ninety Four Only).
Your Directors do not recommend any dividend due to losses incurred during the year.
The Company's premier project Palais Royal has been delayed on account of circumstancesbeyond the control of the company. As regards litigation the company has filed an appealagainst Bombay High Court order of January 2016 and the same is pending in Supreme Court.In the meantime in keeping with the court orders and the MCGM orders the company istrying to complete the project in an optimum manner and as quickly as possible. Once theproject is complete it will firmly establish the company in the field of real estate andurban infrastructure development.
The company is also considering participating in other projects dealing with urbanrenewal and infrastructure developement where the requirement of capital is meager andwhere the Company can leverage its knowledge and experience of engneering andconstruction.
5. CORPORATE SOCIAL RESPONSIBILITY
Your Company understands and values Corporate Social Responsibility (CSR) initiativesof the Government and has also noted the requirements of CSR activities in terms ofCompanies Act. 2013. The requirement of mandatory implementation of CSR activity is notapplicable to your company due to inadequacy of profits in past three financial years.
6. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
7. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any. of the Companies Act. 2013 and the necessaryrules made there under during the year ended 31" March. 2017.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investment have been disclosed in Note No.1314 and 18 to the financial statements.
9. MATERIAL CHANGES AND COMMITMENTS
There has been no material change and commitment affecting the financial position ofthe Company during the financial year 2016-2017 except as disclosed in the financialreport.
10. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
As on 31" March. 2017 the Company has the following subsidiaries companies:
a) SRM Sites Private Limited
b) Raghuveer Suburban Infrastructure Private Limited
c) Shree Ram Realinfra Ventures Private Limited
A report on the performance and financial position of each of the subsidiariescompanies as per the Companies Act 2013 in Form AOC-1 forms part of Financial Statement.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S. S Kasliwal (DIN: 00555161). retires by rotation at the ensuing 80"' AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Boardrecommends his reappointment.
During the year under review. Dr. O.P. Chawla resigned from the office of IndependentDirector of the Company w.e.f. 30"- July. 2016. The Board of Directorsplaces on record his valuable contribution and guidance given to the Company during histenure.
During the year under review Mr. Yatin Sangani resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f. 31" August 2016. The Board ofDirectors places on records his valuable contribution and guidance given to the Companyduring her tenure.
The Board of Directors (based on the recommendation of Nomination and RemunerationCommittee) has appointed Mr. R.N.Jha (DIN: 00033291) as an Additional-Independent Directorof the Company on 14" November 2016.
The Board of Directors (based on the recommendation of Nomination and RemunerationCommittee) has appointed Mr. Satish Kumar Prajapati as Company Secretary and ComplianceOfficer of the Company w.e.f. 16" December 2016.
12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
Pursuant to section 149(7) of the Companies Act 2013 the Company has obtaineddeclarations from all the I ndependent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTOR
The provision of an appropriate induction for new Directors and ongoing training forexisting Directors is a major contributor to the maintenance of high Corporate Governancestandards of the Company. The Independent Directors from time to time request managementto provide detailed understanding of any specific project activity or process of theCompany. The management provides such information and training either at the meeting ofBoard of Directors or otherwise. The details of familiarization are available on theCompany's website http://www.shreeramurban.co.in/lnvestorsCentre.html
14. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 for the financial year ended 31" March2017 made under the provisions of Section 92(3) of the Act is annexed to this report as" Annexure A".
15. NUMBER OF BOARD MEETINGS
During the financial year 2016-2017 5 (Five) meetings of the Board of Directors wereheld. The dates of Board Meetings are given in the Corporate Governance section formingpart of the Board's Report.
16. DIRECTOR'S RESPONSIBILITY STATEMENT
As required by Section 134(5) of the Companies Act. 2013 the Directors hereby statethat:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures:
b. selected accounting policies were applied consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31" March 2017 and of the loss of the Company forthe year ended on that date;
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 have been prepared on a going concern basis;
e. Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and are operating effectively.
17. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act. 2013 formulated the policy setting out the criteria for determiningqualifications attributes independence of a Director and policy relating to remunerationfor Directors Key Managerial Personnel and other employees. The said policy is annexed tothis Report as "Annexure B". The said policy is available on the Company'swebsite http://www.shreeramurban .co.in/lnvestorsCentre.html
18. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has formulated a policy on dealing with Related Party Transaction. The saidpolicy is available on the Company's websitehttp://www.shreeramurban.co.in/lnvestorsCentre.html . Pursuant to the provisions ofRegulation 23 of Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 prior approval of Audit Committee was sought for enteringinto related party transactions.
The particulars of contracts entered during the year as per Form AOC-2 is annexed tothis Report as -Annexure-C''.
19. BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own performance.Board committees and individual directors pursuant to the provisions of the Act. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In a separate meeting of independent Directorsperformance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provides for adequate safeguards againstvictimization of person who use vigil mechanism and also provide direct access to Chairmanof the Audit Committee in appropriate and exceptional cases. The said policy is availableon the Company's website http://www.shreeramurban.co.in/ lnvestorsCentre.html
21. AUDIT COMMITTEE
The composition of the Audit Committee as required to be disclosed under section 177(8)of the Companies Act 2013 is given in Corporate Governance Report forming part of Board'sReport. During the year under review there was no instance where the Board has notaccepted any recommendation of the Audit Committee.
22. RISK MANAGEMENT
At present there is no identifiable risk which in the opinion of the Board maythreaten the existence of the Company.
23. SECRETARIAL AUDITOR
The Board has appointed M/s. Virendra Bhatt Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2016-2017. TheReport of the Secretarial Audit Report is annexed to this report as Annexure D'\
24. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The details as per section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisreport as 'Annexure E".
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption foreign exchangeearnings and outgo stipulated under section 134(3)(m)of the Companies Act. 2013 read withRule 8 of The Companies (Accounts) Rules. 2014 is annexed to this report as"Annexure- F".
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
The Company has filed a Special Leave Petition in Supreme Court against the Bombay HighCourt Order of January 2016. The SLP is in process. In the meantime pursuant to the saidBombay High Court order the Municipal Commissioner passed an order in 31" August2016 on fire refuge areas and the MCGM passed an order in 27" March 2017 on PublicParking Lot. With these orders pending the outcome of the SLP. the company is going aheadwith the completion of the project.
27. INTERNAL FINANCIAL CONTROLS
Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingadequately.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2)(e) Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is annexed to this report as Annexure G".
29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has constituted Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013. Your companyhas always believed in providing a safe and harassment free workplace for every individualemployee working with company. No instance of sexual harassment of women under the saidAct has been reported in the Company.
30. STATUTORY AUDITORS
M/s Habib & Co. Chartered Accountants (Firm Registration No. 103479W). Mumbai arethe present Statutory Auditors of the Company. They retire at the ensuing Annual GeneralMeeting and not eligible to accept office. The Board of Directors recommends appointmentof M/s SMMP & Associates (Firm Registration No. 120438W). Mumbai as new auditor of thecompany Subject to approval of shareholder at ensuing Annual General Meeting.
M/s. SMMP & Associates will hold the office for a period of five consecutive yearsfrom the conclusion of the 80" Annual General Meeting of the company scheduled to beheld on 5" August 2017 till the conclusion of 85" Annual General Meeting to beheld in the year 2022.
31. EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT
The explanation to the qualification in Auditors report is already given in note no.43 46 and 49 which is self explanatory.
32. COST AUDITORS
The Board of Directors on recommendation of the Audit Committee has appointed M/s.Y.R.Doshi & Associates Cost Accountants as Cost Auditors of the Company for theFinancial Year 2017-18 for conducting the audit of the cost records maintained by theCompany for the various products as mandated by the Central Government pursuant to itsorder dated 30'" June 2014 and any amendments thereof subject to the approval ofthe Members on the remuneration of Rs. 30000/- to be paid to the Cost Auditor. The Boardrecommends their appointment.
33. GENERAL DISCLOSURES
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:
(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights and hence no disclosureis required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.
(B) ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review andhence no disclosure is required as per provisions of Section 54(1 )(d) of the Act readwith Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.
(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no disclosure is required as per provisions of Section62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.
Your Directors place on record their sincere appreciation for the dedication andcommitment of the Employees at all levels and their significant contribution to yourCompany's growth. Your Company is grateful to the customers vendors and all the otherbusiness associates for their support and encouragement.
Your Directors thank the banks financial institutions government departments andShareholders and look forward to having the same support in all our future endeavors.
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements ortransactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31. 2017
[Pursuant to section 204(1) of the Companies Act. 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Shrcc Ram Urban Infrastructure Limited
I have conducted tne secretarial aucit of the comp iance of applicable statutoryprovisions and the adherence to good corporate practices by Shree Ram Urban InfrastructureLimited (Hereinafter called "the Company"). Secreta-ial Audit was cone ucted ina manner that pnovices me a reasonable basis for evaluati ng the corporateconducts/statutory compliances and expressing my opinion tnereon.
Rased nn my verification of the hooks papers minute books forms and returns filed andother records maintained by the Company and also the information provided hy the Companyits officers agents and authorized representatives during trio conduct of secretarialaudit I hereby report that in my opinion the Company during the audit period coveringthe financial year ended on March 312017 lias prime facie complied with the statutoryprovisions listed hereunder and also that die Company lias proper Boa'd-proeesses andcompliance-mechanism in place to the extent in file mariner and subject to die reportingmade hereiriatter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on Marcli 312017 accordingto the provisions of:
(i) The Companies Act. 2013 (the Act) and therjles made there under;
(ii) The Securities Cont'ads (Regulation) Act 1956 ('SCRA1) and the rulesmade there urder;
(ill) The Depos tories Act 1996 and the Regulations ard Bye-laws framed there under;
(iv) Fore gn Exchange Management Act 1999 & the rules ®ulat ons made thereunder tc tie extent of Foreign Direct Investment. Overseas Directlnvestrrant& ExternalCommercial Borrowings-Not Applicable during the a jdil period:
(v) Trie following Regulations and Guidelines prescribed under Securities and ExchangeBoard of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board ot India (Substantial Acquisition el Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Boarc of India (Prohibition of Insider Tracing)Regulations 2015:
Though the following laws are prescribed in the format of Secretaria Audit Report bytrie Government trie same were not applicaole to the Company for the financial year ended31st March 201 Zita) The Securities and Exchange Boarc of India (Share Based Emp oyeeBenefits) Regulations. 2014;
(b) The Securities & Exchange Board of India (Issue & listing of Debtsecurities) Regulations 2008:
(c) The Securities and Exchange Board ol India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(d) The Securities & Exchange Board of India (Delisting of Equity Shares)Regulations 2009:
(e) The Securities & Exchange Board of India (Buyback of Securilies) Regulations.19G8:
(f) The Securities Anc Exchange Board of Ind a (Issue of Capita & DisclosureRequirements ) Reg ulations 2009;
(vi) Based on the reoresentat on given by the Management of the Company it s observedthat there are no such laws which are specifically applicable to the business of theCompany. It is confirmed oy the Management that the Company has devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
(vii) I have also examined compliance with theapplicable clauses of the following:
(a) The Listing agreements entered into by the Company with Stock Exchanges read 'withSecurities and Exchange Beard of India (Listing obligat ons and Disclosure Requ 'ements)Regulations 2015
(b) Secretarial Standards 1 & 2 issued Oy the Institute o( Company Secretaries ofIndia
I. I further report that as mentioned in Note No. 43 to the standalone financialstatements the Company received an order on fire refuge area passed by the MunicipalCorporation of Greater Mumbai (MCGM) dt.31.08.2016 against which NGO Janhit Manch hasfiled Public Interest Litigation (PIL) in the Hon'ble Bombay High Court and the court hasrestrained the Municipal Commissioner from acting on the fire refuge order. Further theMCGM has passed an order on regularisation of the Public Parking Lot fixingpremium/regularisation charges. The Company's SLP is also pending before the Apex Courtagainst the order of Hon'ble Bombay High court dt. 27-01 -2016. Consequently till theoutcome of the judgement from Apex Court we are unable to comment upon the financialimpact of the same on the financial statements over and above the premium/ regularisationcharges confirmed by MCGM.
II. I further report that as mentioned in Note No. 45 tothe standalone financialstatements in respect of pending winding up petitions against the company and the mattersbeing subjudice the company is taking necessary steps for settlement.
III. I further report that as per the statutory auditor's report undisputed statutorydues including 'Tax Deducted at Source'. 'Interest on Tax deducted at source' 'ServiceTax' 'Property Tax' Custom Warehouse Rent' and 'Interest on Custom Duty' have not beenregularly deposited with the appropriate authorities and there have been delays in manycases.
During the period urder -eview the Company has prima face complied with the provisionsof the Act Rules Regulations. Guidelines Standards etc mentioned above.
I further report th at I rely on statutory a editor's reports ;n relation tothe financial statements qualifications and accuracy of financial figures for Value AddedTax Related Party Transactions. Provident Fund. ESIC FERAetc. as disclosed underfinancial statements and I havenot verified the correctness and appropriateness of tirebooks of accounts ol Ihe Company
I further report that the board of directors of Ihe company is duly constituted 'withproper balance of Executive Directors Non-Executive Directors & IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried outin compliance 'with the prov sions of the Act.
I further report that as per Ihe information p-ovided prima facie adequate notice isgiven to all directors to schedule the Board Meetings agenda A detailed notes on agendawere sent at least seven days in advance & a system exists for seeking & ootainingfurther information & clarifications on agenda items before the meeting & tormeaningtul participation at the meeting.
I further report that as pe' the information provided majority decision is carriedthrough 'while Ihe dissenting members' view's are captured & recorded as part o'theminutes.
I further report that there are prima facie adequate systems & processes in thecompany commensurate with the size & operations of the company to monitor & ensurecompliance with applicable laws rules regulations & guidelines.
I further report that the management is responsible for compliances of all businesslaws. This responsibility includes maintenance of statutory registers/records required bythe concerned authorities and internal control of the concerned department.
I further report that during the audit period the Company has no specific events likePublic/Right/Preferential issue of shares/debentures/sweat equity etc. except that themodification in the terms of debentures by enhancing the tenure for repayment of principaland interest and reduction of the interest rate from 20.20% to 0.01 %.
I further report that:
1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
3. Where ever required I have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.
4. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations. Standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.
5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the Management has conducted theaffairs of the company.
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
A. CONSERVATION OF ENERGY:
Company is engaged in construction activities and sufficient care from energyconservation point of view has been taken while opting for construction materialstechnology and methodology.
For example use of waste pozzolanic material like flyash for manufacturing ofconcrete use of curring compound to reduce consumption of potable water use of modularform work which can be used for 100 repetitions and hence reducing Consumption of wood.
Form "A" below sets out the details of energy consumption:
B. TECHNOLOGY ABSORPTION :
Efforts made in technology absorption.
RESEARCH & DEVELOPMENT (R&D)
1. Specific areas in which R & D was carried out by the Company:
The Company has engaged its R&D staff to economize production of high grade &high performance concrete. Company has successfully developed and utilized M80 grade selfcompacting concrete by using non convention materials like Metakaolin etc. M200 selfcompacting concrete has been produced at laboratory level and further trails are on tomake sure that its usage can be made in the actual structure.
TECHNOLOGY ABSORPTION AND ADOPTION
Company has already adopted many innovations of latest technology available in thefield of building construction such as:
Self climbing form work concrete placer booms and self compacting concrete to meetchallenges like noise pollution extra labours for vibrating of concrete saving electricalenergy.
Company has also taken care to ensure faster material handling; and hence deployedfastest available man and material hoists (almost 90-100 meters per minute speed).
Company has deployed clusters of cranes and has adopted best technology available fortopless and Luffing Cranes. Company has adopted coupled splicing system for re-bars whichhas helped in consuming lesser steel.
Company is putting all efforts to collect rain water and recycle the same.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Real Estate Industry continues to reel under the recessionary period which has beenunderway for over 4 years now. The resultant financial crunch has led to very highinterest costs and non availability of adequate funding. However since the past fewmonths the Government has been focusing on "affordable housing" with the motiveof providing housing for all by 2022. This is expected to give a big fillip to the sector.However it is to be seen how much time it will take for the sector to achieve a turnaround.
RERA has been made applicable from May 2017 and this will usher in wide ranging changesin the way business is conducted in Real Estate. The level of transparency will go up andworking will become more stream-lined. This augurs very well for your company since itwill boost the corporate culture in the Real estate sector.
OPPORTUNITIES AND THREATS
The Government has laid down the target of providing housing for all by 2022. Financingat cheaper and subsidized rates are also being made available for this initiative. Thiswill give a significant boost to the entire sector and as effects start trickling downall projects will pick up and several new opportunities will present themselves to"corporate entities".
Other than affordable housing the cost of capital for the sector continues to beextra-ordinarily high and this is a big deterrent to the success of the real estateprojects. This cost is unlikely tocome down in the nearfuture.
The Company's maiden project Palais Royale was the first tall building in the countryto get a pre certified LEEDS platinum rating reflecting the high level of commitment ofthe company to maintaining the environment. In time to come the company will bring tobear this knowledge and experience to have a positive environmental impact on the projectsit takes up in future.
RESEARCH & DEVELOPMENT
The Company is doing R&D to bring about cost reductions in affordable housing andthis could give it an edge in the field as and when it takes up.
RISKS & CONCERNS
Its is expected that with the advent of RERA the arbitrary and inconsistent approachon the part of authorities to make changes in regulations will reduce substantially. Thiswill eliminate a major risk and source of concern. High cost of capital to be a very higharea of concern for the sector.
INTERNAL CONTROL SYSTEM
The Company has well defined organization structure documented policy guidelinespre-defined authority levels and an extensive system of internal controls to ensureoptimal utilization and protection of resources IT security accurate reporting offinancial transactions and compliance of applicable laws and regulations. The internalcontrol is supplemented by an extensive programme of internal and external audits andperiodic review by the management. The system is designed to adequately ensure thatfinancial and other records are reliable for presenting financial information and otherdata and maintaining accountability of assets.
Your Company firmly believes that success of the Company comes from good humanresources. Employees are considered as important assets and key to its success. TheCompany has been constantly reviewing its HR policies and practices to keep abreast withthe market changes and has embarked upon several initiatives to focus on creating apositive work environment that provides employees with ample growth and developmentopportunities as well as ensuring higher level of motivation and engagement.
CONSERVATION OF ENERGY
The Company has been taking steps to conserve energy and to promote the use ofnon-conventional energy in its ongoing project. It has installed trial windmill as well assolar heating equipment in this direction.
This is summarized as follows:
The Company is using latest information technology including 3D technology in itsengineering as well as project implementation systems.
Some of the statements in this Report on the Company's objectives projectionsestimate and expectations may be 'forward looking statements'. Actual results might differsubstantially or materially from those expressed or implied. Much will be dependent ondowntrend or upward trend in industry significant changes in political and economicenvironment in India and abroad tax laws import duties litigation and labour relations.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company has worked with a philosophy and mission of good governance in every field.The Company believes that the Corporate Governance code will enhance the growth andbenefit to all the stakeholders. The Company's philosophy on Corporate Governanceenshrines the goal of achieving the highest levels of transparency accountability andequity in all spheres of its operations and in all its dealing with the ShareholdersEmployees the Government and other parties.
2. BOARD OF DIRECTORS:
The Board of Directors guide direct and oversee the management and protects long terminterest of shareholders employees and the society at large. The Board also ensurescompliance of the applicable provisions and code of ethical standards wherever the Companyand its subsidiaries are concern.
2.1 COMPOSITION OFTHE BOARD OF DIRECTORS (AS ON 31" MARCH 2017)
None of the Directors are disqualified for appointment under Section 164(2) ofCompanies Act 2013. 2.2 REMUNERATION TO NON-EXECUTIVE DIRECTORS (AS ON 31" MARCH2017):
Sitting fees constitute fees paid to Non-Executive Directors for attending Board andCommittee Meetings.
2.3 MANAGERIAL REMUNERATION (AS ON 31s' MARCH 2017):
2.4 SHAREHOLDING OF THE DIRECTORS:
SHAREHOLDING OF THE DIRECTORS AS ON 31st MARCH 2017:
2.5 ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND AT THE SEVENTY NINETH ANNUALGENERAL MEETING:
2.6 DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS OF DIRECTORS IN OTHER COMPANIES (AS ON 31stMARCH 2017)
The above list of directors does not include Dr. 0. P. Chawla since he has resignedfrom Ihe Board of the Company w.e.f. 30"'July 2016.
The above information includes Chairmanship/ Membership in Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee of Public LimitedCompanies whether listed or not.
2.7 NUMBER DAY DATE AND VENUE OF THE BOARD MEETINGS HELD DURING THE YEAR ENDED 31stMARCH 2017
Five Board meetings were held during the year ended 31" March 2017.
2.8 REVIEW OF COMPLIANCE REPORT BY THE BOARD OF DIRECTORS
A Compliance Certificate confirming the due compliance with the statutory requirementsare placed at the Board Meetings for the review by the Board of Directors. A system ofensuring material compliance with the laws orders regulations and other legalrequirement concerning the business and affairs of the Company is in place.
2.9 CODE OF CONDUCT
In compliance with Regulation 26(3) of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013the Company has framed and adopted a Code of Conduct. The code is applicable to themembers of the Board the executive officers and all employees of the Company. The saidcode is available on the Company's websitehttp://www.shreeramurban.co.in/investorsCentre.html
All the Board Members and Senior Management Personnel have affirmed their compliance tothe Code of Conduct. A declaration to this effect signed by the Whole Time Director of theCompany is annexed as Annexure -1.
3. AUDIT COMMITTEE:
3.1. CONSTITUTION OF AUDIT COMMITTEE:
The present Audit Committee comprises of following two Non - Executive and independentDirectors viz. S.P.Banerjee and Mr. Lalit Mohan and one Executive Director viz. Mr. S.K.Luharuka. Mr. Lalit Mohan is the chairman of the Aud it Committee.
Mr. Satish Kumar Prajapati Company Secretary & Compliance Officer acts as theSecretary to the Committee.
3.2. MEETINGS OF AUDIT COMMITTEE:
During theyear ended 31" March 2017 four meetings of the Audit Committee wereheld on 16.05.2016 12.08.2016 14.11.2016 and 10.02.2017. The attendance of the AuditCommittee Members is given hereunder:-
Dr. 0. P. Chawla resigned from the Audit Committee of the Company w.e.f. 30" July2016 Subsequently Mr. Lalit Mohan is appointed as a Chairmen of the Committee.
. To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise if it considers necessary.
3.4. TERMS OF REFERENCE OF THE AUDIT COMMITTEE:
Overseeing of Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct sufficient and credible.
- Recommending to the Board the appointment re-appointment of the Statutory Auditorand the fixation of audit fees.
- Approval of payment to Statutory Auditors for any other services rendered by theStatutory Auditors.
- Reviewing with the management the annual financial statements before submission tothe Board for approval with particular reference to:
O Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of Section 134 (3)(C) of the Companies Act 2013;
o Changes if any in accounting policies and practices and reasons for the same;
o Major accounting entries involving estimates based on the exercise of judgment bymanagement;
O Significant adjustments made in the financial statements arising out of the auditfindings;
o Compliance with listing and other legal requirements relating to financialstatements;
o Disclosure of any related party transactions;
O Qualifications in the draft audit report.
- Reviewing with the management quarterly financial statement before submission to theBoard for approval.
- Reviewing with the management the statement of uses/application of funds raisedthrough an issue (Public Issue Rights Issue Preferential Issue etc.) the statement offunds utilized for purposes other than those stated in the Offerdocument/Prospectus/Notice and the report submitted by the monitoring Agency monitoringthe utilization of proceeds of the Public or Rights Issue and making appropriaterecommendations to the Board to take up step in this matter.
- Reviewing with the management the performance of Statutory and Internal Auditorsadequacy of the internal control systems. -
- Reviewing the adequacy of internal audit function if any including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
- Discussion with the InternalAuditors ofanysignificantfindingsandfollowupthereon.
- Reviewing the findings of any internal investigations by the Internal Auditors intothe matters where there is
suspected fraud or irregularity or a failure of internal control systems of a materialnature and reporting the matter to the Board.
- Discussions with Statutory Auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
- To look into the reasons for substantial defaults in the payment to depositorsdebenture holders shareholders (in case of nonpayment of declared dividends) andcreditors.
- To review the functioning of the whistle blower mechanism in case same is existing.
- Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE:
4.1. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:
The Company has a "Nomination and Remuneration Committee" to determine thecompany's policy on specified remuneration packages for Executive Directors. The present"Nomination and Remuneration Committee" comprises of Mr. N. K. Sethi S. P.Banerjee and Mr. Lalit Mohan. Mr. N. K. Sethi is a Chairman of the "Nomination andRemuneration Committee".
4.2. MEETING OF NOMINATION AND REMUNERATION COMMITTEE:
4.3. TERMS OF REFERENCE OFTHE NOMINATION AND REMUNERATION COMMITTEE:
The role of the Nomination and Remuneration Committee includes the following:
- Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board a policy relating to theremuneration of the directors key Managerial Personnel and other Employees;
- Formulation of criteria forevaluation of independent directors and the Board;
- Devising a policy on Board Diversity;
- Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal. -
- Whether to extend or continue the term of appointment of the Independent Director onthe basis of the report of performance evaluation of Independent Directors.
4.4 BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual
directors pursuant to the provisions of the Act. The performance of the Board wasevaluated by the Board after
seeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc. The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc. The Board and the Nomination andRemuneration Committee ("NRC") reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In a separatemeeting of independent Directors performance of non-independent directors performance ofthe board as a whole and performance of the Chairman was evaluated taking into accountthe views of executive directors and non-executive directors. The same was discussed inthe board meeting that followed the meeting of the independent Directors at which theperformance of the Board its committees and individual directors was also discussed. Theprovision of an appropriate induction for new Directors and ongoing training for existingDirectors is a major contributor to the maintenance of high Corporate Governance standardsof the Company. The Independent Directors from time to time request management to providedetailed understanding of any specific project activity or process of the Company. Themanagement provides such information and training either at the meeting of Board ofDirectors or otherwise. The details of familiarization are available on the Company'swebsite
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
5.1. CONSTITUTION OFTHE STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted a "Stakeholders Relataionship Committee" ofDirectors to look into the redressal of shareholders and investors complaints liketransfer of shares non-receipt of balance sheet etc. The Company has also been enlistedin the new SEBI Compliant Redressal System (SCORES) enabling the investors to registertheir complaints if any for speedy redressal.
The present "Stakeholders Relationship Committee" comprises of Mr. LalitMohan Mr. S.K. Luharuka and Mr. N.K.Sethi. Mr. Lalit Mohan is a Chairman of the"Stakeholders Relationship Committee". The Committee regularly met to effecttransfer of shares and there are no pending cases for transfer.
5.2. COMPLIANCE OFFICER:
Mr. Satish Kumar Prajapati is the Company Secretary & Compliance Officer of theCompany.
5.3. SHAREHOLDERS COMPLAINTS:
During the year ended 31" March 2017 there were no compliant received from theshareholder.
Agroup of Investors has filed a Company Petition NO.45/397-398/CLB/MB/2009 with CLBdated 27' July 2009 which is pending.
* Mr. S. P. Banerjee and Mrs. Dhvani Kaul appointed in the Board of the Company w.e.f.29' April. 2016.
# Dr. 0. P. Chawla resigned from the Board of the Company w.e.f. 30 ' July 2016.
** Mr. R. N. Jha appointed in the Board of the Company w.e.f. 14"' November 2016.
6. GENERAL BODY MEETINGS:
LOCATION ANDTIIVIE OFGENERAL MEETINGS HELD IN LAST 3 YEARS:
SRM Sites Private 1 imited a Subsidiary Company is a material unlisted ndianSubsidiary whose turnover or net worth ;i.e p3id-up capital and free reserves; exceeds 20%of the consolidated turnover or net wort'' respectively of the I isted I Inkling Company
Raghuveer Suburban Infrastructure Private Limited and Shree Ram Real nfra VenturesPrivate Limited is non material unlisted Indian Subsidiary.
The Company monitors the performance ot its Subsidiaries as per requirements ofRegulation 24 of Secunties Exchange Board of India (Lislirig Obliyat oris and DisclosureRequirements) Regu at ons 2015
A) Ti the Related Parly transactions aie rev ewed in quarterly meetings orthe Audit Committee. These are staled under Note No. 34 forming part of the accounts forthe year ended 31" March 2017. The policy on related party transactions is availableon the Company's website
B) The Company has established a vigil mechanism tor directors and employees to reportgenuine concerns. The vigil mechanism provides for adequate safeguards againstvictimization of parson who use vigil mechanism and also provide direct access :o Chapmanof the Audit Committee n appropriate and exceptional cases. The said policy is availableon lh8 Company's website
C) The policy on determining Material Subsidiary is available on the Company's wees tehttpVtwwv/.shreeramurban.co.inflnvestorsCentre.htmil
D) Disclosure ol Accounting Treatment: I he Company has followed the Guidelines o*Accounting Standards laid down by the Companies (Accounting Statements) Rules 2006 inpreparation of its Financial Statements
E) Management Discussion and Analysis: Manegement Discussion and Analysis ormspart ctheAnnual Report. It is incorporated in ;he Annual Report.
9. MEANS OF COMMUNICATION:
T ne Audit Committee in its meeting considers the financial results of the Companyand recommends it to the Board of Direcrors fortheir approval. The finarcial results astaken on recorc by the Board of Directors are communicated to the Bombay Stock Exchangewhere the Share3 of the Company are listed in accordance with the directive of
regulatory authorities in this regard These quarterly and annual results are alsopublished in widely circulated newspapers (Free Press Journal in English & Nav Shaktiin Ma'athi) ss per the guidelines issued trorr time totime.
10. CERTIFICATION BY WHOLE-TIME DIRECTOR AND SENIOH PRESIDENT (FINANCE) & CFO:
Mr. 3 K. Luharuka Whole-Time Director and Mr. N. K. Modan Senior President (Finance)& CFO have issued a Certitcate to the Board a3 prescribed urder Reguation 17(8) otSecurities Exchange Board ot India (Listing Obigations and Disclosure Requirements)Regulations. 2015. The said Certificate was placed before Ihe Board Meeting neldon27"' May 2017. in which the Accounts -'or the financial year enoed 31* March 2017were consicered and acpro'/ed by the Boa'd of D recto's. The said certificate is annexedas Annexure - 2.
11. AUDITORS'CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regu ations 2015 the auditors' certificate on corporategovernance is annexed as An nexure 3.
12. GENERAL SHAREHOLDERS INFORMATION:
12.1 EIGHTEENTH ANNUAL GENERAL MEETING - DAY DATE TIME AND VENUE
12.2 FINANCIAL YEAR:
Financial year of the Company is V April to 31" March.
12.3 DATES OF BOOK CLOSURE (BOTH DAYS INCLUSIVE):
From : I*'August 2017 To . 5TAugust20'7
12.4 LISTING ON STOCK EXCHANGE:
The Company's Equity Shares are listed on the following Stock Exchange:
The Company has paid upto date listing fees to Bombay Stock Exchange. 12.5 STOCKCODE:
BSE PRICE DATA
The monthly High and Low share prices during the period at BSE are as under;
12.6 REGISTRAR AND SHARETRANSFER AGENT
Name BigShareSeivicesPvl Ltd.
Address E-2.'3Ansa Industrial Estate
Sakivihar Road Sakinaka
AnCheri (E) Vlu-nbai - 400 072.
Tel : +91-22-40430200
Fax : +91-22- 2847520/
E-mail : Lalo@i;iasiiarcdniincccm
12.7 SHARE TRANSFER SYSTEM:
Shares held in the dematerialized 000 are electronically traded in thedepositories. Tne Registrar and Share Transfer Agent of the Company viz. Big ShareServices Pvt. Ltc. periodically receives the beneficial holdings data from the depositoryso as to enab the them to update their records and to send all corporate communications.Physical Shares received 'or dematerialization are processed and completed within a periodof 21 days front the date of receipt provided they are in erder in every respect Baddeliveries arc immediately returned to depository participants uncer advice to theShareholders within the aforesaid period.
12.8 DISTRIBUTION OF SHAREHOLDING (AS ON 31s1 MARCH 2017):
12.10 DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Shares of the Company are eornpulsori v traded in demateriali7ed form and areavailanle for trading under both the Depository Systems i.o. NSDL (National SecuritiesDepository Limited) and CDSL (Central Depository Servicss (India; Limited). Near v 99.68%cf total Equity Shares of the Company are he d in de material zed form with NSDL&CDSL
12.11 PLANT LOCATIONS AND ADDRESS FOR CORRESPONDENCE:
The current project of the Company is "Palais Royale" at the registeredoffice of the Company i.e. Stree Ram Mills demises. GarpatraoKadam Marq LowerParel Mumbai-400 013.
12.12 INSIDER TRADING CODE:
The Company had adopted code of conduct for prevention of insider trading with a viewto regulate trading in securties by Directors and designated employees of the Company. Ihe code recuires preclearance 'or dealing in Company's snare and prohibit the purchase orsale of Company's shares by the Directors and designated employees while in possession ofjnpub ished price sensitive information ir relation to the Company and during the periodwhen trading window is closed The said code is available on the Company's webste http ://
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT
All the Directors an: senior management personnel have aff rmed compliarce with theCode of Conouct for Ihe year ended 31 "March. 2017.
CERTIFICATION BY WHOLE-TIME DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIALSTATEMENTS OF THE COMPANY
WeS. K. Luharuka Whcle-Time Director and N. K. Modani Sr. President (Finance) &CFO. cert fy that:
1. We have reviewed the f nancial statements and ttie cash flew statement (or the yearended 3111 March 2017 and that to the best of our knowledge and belief
- Ihese statenents do not contain any materially untrue statement nor orrit anymaterial tact nor contain statements that mighl ce misleading and
- These statements tegether present true and fair view of the Company's affairs and arein compliance witn the existing Accounting standarcs applicable laws and regu at ons.
2 There are to the best of our Knowledge and belief no transactions entered info bythe Company during the year which arc fraudulent il cgal or in violat on of theCompany's code of conduct:
3. We accost responsibil ty for estab ishlng 3nd maintaining interna controls forfinancial reporting and that we have evaluated the effeefveness of the internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theAuditors and the Audit Committee deficiencies in the des gn or ooeration of such internalcontrols if any. of which wc are aware and the stops that wo have taken or croposc totake to rectify the these deficiencies; and
A. We have indicated to the Auditors and the Audit Committee
i. Significant changes in internal control over financial repo-ing during the year;
ii. Significant changes in Accounting policies during the year and toat the same hsvebeen disclosed in the notes to the financial statements; anc
iii. instances of significant fraud of which we have become aware and the nvolvementtherein if any of the management or an employee having a significant role in theCompany's internal control system over financial reporting.
CERTIFICATE OF CORPORATE GOVERNANCE
SHREE RAM URBAN INFRASTRUCTURE UMITED
I have examined the compliance of Corporate Governance by SHREE RAM URRANINFRASTRUCTURE LIMITED ('the Company') for the year ended 31st March 2017. assticulated in relevant regulations cl Securities and Exchange Board of Irdia (Listing Obigations and Disclosure Requirements) Regulations 2015 ('SEBI Jsting Regulations') asrefered to n Regulation 15(2) of the Listing Regulations for the period ended 31 st March2017.
The compliance of conditons of Corporate Governance is the responsib li.y of theCompany's ManagemenL My examination has seen limited to a review cf the procedures andimplementations thereof adopted by the Company for ensuring the Compliance with theco"ditions of Corporate Governance as stipulated in the said Regulations It isneither an audit ror an expression o Corporate Governance as stipulated in theabove-mentioned SEBI Listing Regulations as applicable.
In my opinion ard to the best cf our information and accord ng to the explanation givento me and based on tne representations mace by tne Management I certify that the Companyhas complied with tne conditions of Corporate Governance a3 stipulated in theabovs-mentoned SEBI List ng Regulations asapplicab e.
I further state that such compliance is neither an assurance to the future viability of1he Company nnr of the efficiency or effectiveness with which the management has conductedthe affairs of the company