Your Directors have pleasure in presenting the Twelfth Annual Report together withaudited statement of accounts for the financial year ended March 31 2017.
The highlights of the financial results of the Company for the financial year endedMarch 31 2017 are as under:
| || ||Amount in Rs. |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Profit/ (Loss) before Tax and Depreciation ||460193134 ||693140922 |
|Less: Depreciation of Fixed Assets ||142565048 ||140400524 |
|Profit/ (Loss) before Tax ||317628086 ||552740398 |
|Less: Prior Period Tax Adjustments ||- ||- |
|Profit/ (Loss) after Tax ||317628086 ||552740398 |
|Profit/ (Loss) brought forward ||(1990219281) ||(2539738782) |
|Amount available for appropriation ||(1672591195) ||(1986998384) |
|Less: Appropriations: || || |
|Proposed dividend on preference shares ||- ||2676105 |
|Corporate dividend tax thereon ||- ||544792 |
|Balance carried forward to Balance Sheet ||(1672591195) ||(1990219281) |
The Board has not proposed to transfer any amount to any reserve(s).
The Company is in the business of management and maintenance services equipmentrenting LED lighting construction advisory and other related services. Your directorsbelieve that these businesses have huge potential and scope for further development. Thecombination of our rental fleet and property management services coupled with ourexperienced management team will enable the Company to achieve a sustained growth ahead ofthe market.
Management and maintenance services
The Company has developed expertise in all avenues of management and maintenance ofproperties. Our current projects span more than seven million square feet of high endCommercial and Residential developments.
Equipment renting services
The Company provides bespoke solutions in the development and construction ofinfrastructure and real estate by renting out equipment in the categories: concrete earthmoving transport energy lifting steel cutting and highway. The Company has a largefleet of branded equipment which includes: tower cranes passenger cum material hoistsboom placers transit mixers dumpers excavators and framework development ofbuildings/structures. The renting of machinery is done on both dry and wet lease basis.
Expertise in project management and deep domain knowledge has enabled the Company toprovide country wide services to several institutional and large customers in severalprestigious projects.
Construction advisory and other related activities
The Company provides advisory services pertaining to identification and acquisition ofland project planning design management construction execution maintenance andmanagement of completed projects as well as consultancy and advisory services onengineering and other related technical matters.
LED Lighting business
The Company focuses on LED Lighting for offices malls showrooms factoriesindustries and housing societies and offering a wide range of LED lighting solutionswith up to seven years' warranty. The products are designed by the
Company's in-house product design and development team and manufactured in India andcan also be integrated with digital and IoT platforms. Products are branded as IB LED.
IB LED is offering an innovative and first time in India "ZERO COST" modelwherein a customer can upgrade existing conventional lighting to energy saving andenvironment friendly LED lighting at zero capital investment and pay from the savings inelectricity bill. This is a unique positioning of LED as a service model and first time inthe country.
CHANGE IN NAME OF THE COMPANY
Pursuant to issuance of fresh Certificate of Incorporation dated December 21 2016 bythe Registrar of Companies NCT of Delhi & Haryana the name of the Company standschanged from Store One Retail India Limited' to SORIL Infra Resources Limited'with effect from the said date.
In view of the accumulated losses and in order to utilize the profits for businessrequirements of the Company your Directors do not recommend any dividend.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. MehulJohnson (DIN: 00016075) Director retire by rotation and being eligible offers himselffor re-appointment at the ensuing Annual General Meeting. The Board of Directorsrecommends his re-appointment.
The present composition of the Board along with the brief resume of Mr. Mehul Johnsonnature of his expertise in specific functional areas and names of companies in which hehold directorships and memberships/chairmanships of Board Committees are provided in theReport on Corporate Governance forming part of this Annual Report. All the presentIndependent Directors of the Company have given declaration that they meet the Criteria ofIndependence laid down under Section 149(6) of the Companies Act 2013.
EMPLOYEE STOCK OPTIONS
The disclosures required to be made in compliance with the applicable regulations areset out in the Annexure 1 to this Report and have been placed on the website of theCompany www.sorilinfraresources.com.
Shareholders of the Company in their Annual General Meeting held on September 30 2009had approved the launch of SORIL Infra Resources Limited Employees Stock OptionScheme-2009 (II)' covering 3000000 (Thirty Lac) stock options for the benefit of theEligible Employees. However no options have yet been granted by the Board/ CompensationCommittee under this scheme.
During the year under review the Company has not accepted any deposits from thepublic falling within the ambit of Chapter V of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN:INE034H01016) of the Company continue to remain listed at BSELimited and National Stock Exchange of India Limited. The listing fees payable to both theexchanges for the financial year 2017-18 have been paid.
(a) Statutory Auditors
M/s Agarwal Prakash & Co. (Firm Registration No. 005975N) the Statutory Auditorsof the Company were appointed by the members in their ninth Annual General Meeting heldon September 26 2014 for a period of five years i.e. until the conclusion of thefourteenth Annual General Meeting of the Company. The Company has received a certificatefrom the Auditors to the effect that their continuation as such from the conclusion ofthis Annual General Meeting until the conclusion of thirteenth Annual General Meeting isin accordance with the provisions of the Section 141(3)(g) of the Companies Act 2013. TheBoard recommends the ratification of the appointment of M/s Agarwal Prakash & Co. asStatutory Auditors of the Company till the conclusion of thirteenth Annual General Meetingof the Company. The Auditors' Report is self-explanatory and therefore do not call for anyfurther explanation.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder the Company has appointed M/s NP Gupta & Associates PracticingCompany Secretaries as its Secretarial Auditors to conduct the secretarial audit of theCompany for the Financial Year 2016-17. The Company has provided all assistancefacilities documents records and clarifications etc. to the Secretarial Auditors forconducting their audit. The Report of Secretarial Auditors for the Financial Year 2016-17is annexed as Annexure 2 forming part of this Report. The Report is self-explanatory andtherefore do not call for any further explanation.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects as per its CSR Policy (available on Company'swebsite:www.sorilinfraresources.com) and the details are contained in the Annual Report onCSR Activities given in Annexure 3 forming part of this Report. These projects are inaccordance with Schedule VII of the Companies Act 2013 read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR) Regulations2015) Management's Discussion and Analysis Report for the year under review ispresented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 24 of the SEBI (LODR) Regulations 2015 a separate section onCorporate Governance practices followed by the Company together with a certificate from aPracticing Company Secretary confirming compliance is presented in a separate sectionforming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Companies Act 2013: a) that in the preparation of the annual financialstatements for the year ended March 31 2017 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any; b) thatsuch accounting policies as mentioned in the Notes to the Financial Statements have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and the profit and loss of the Company for the year ended onthat date; c) that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) that the annual financial statements have been prepared on agoing concern basis; e) that proper internal financial controls were in place and thatsuch financial controls were adequate and were operating effectively; and f) that systemsto ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT 2013 READWITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS 2015
The information required to be disclosed pursuant to Section 134 and Section 197 of theCompanies Act 2013 read with the relevant rules (to the extent applicable) and SEBI(LODR) Regulations 2015 not elsewhere mentioned in this Report are given in Annexure Aforming part of this Report.
Electronic copies of the Annual Report 2017 and Notice of the Twelfth AGM are beingsent to all the members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2017 and Notice of the Twelfth AGM will be sent in the permittedmode.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of the Twelfth AGM. Thisis pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014 as substituted by Companies (Management andAdministration) Amendment Rules 2015 and the SEBI (LODR) Regulations 2015. Theinstructions for e-voting are provided in the AGM Notice.
Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functional areasand the efficient utilization of all its resources for sustainable and profitable growth.Your Directors wish to place on record their appreciation of the contributions made andcommitted services rendered by the employees of the Company at various levels. YourDirectors also wish to express their gratitude for the continuous assistance and supportreceived from the investors clients bankers regulatory and government authoritiesduring the year.
| || |
For and on behalf of the Board of Directors
| ||Pia Johnson ||Mehul Johnson |
|Date: August 28 2017 ||Executive Director ||Director |
|Place: Gurugram ||DIN: 00722403 ||DIN: 00016075 |