You are here » Home » Companies » Company Overview » Square Four Projects India Ltd

Square Four Projects India Ltd.

BSE: 526532 Sector: Infrastructure
NSE: N.A. ISIN Code: INE716K01012
BSE 00:00 | 30 Jan Square Four Projects India Ltd
NSE 05:30 | 01 Jan Square Four Projects India Ltd
OPEN 18.00
PREVIOUS CLOSE 18.45
VOLUME 2
52-Week high 22.50
52-Week low 17.60
P/E
Mkt Cap.(Rs cr) 18
Buy Price 19.00
Buy Qty 1.00
Sell Price 18.00
Sell Qty 129.00
OPEN 18.00
CLOSE 18.45
VOLUME 2
52-Week high 22.50
52-Week low 17.60
P/E
Mkt Cap.(Rs cr) 18
Buy Price 19.00
Buy Qty 1.00
Sell Price 18.00
Sell Qty 129.00

Square Four Projects India Ltd. (SQUAREFOURPRO) - Director Report

Company director report

Dear Members

The Directors have pleasure in submitting their 27th Annual Report togetherwith the Audited Statements of Account for the year ended on March 31 2019.

Financial Performance:

The Company's financial performance for the year ended 31st March 2019 issummarized below:

(a) Standalone

Amount in (Rs.)

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 2297351 2186638
Profit /(Loss) Before Tax (54514) 612933
Profit /(Loss) After Tax (54514) 522933
EPS (0.01) 0.05

(b) Consolidated

Amount in (Rs.)

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 1547351 2186638
Profit /(Loss) Before Tax (1848561) 234392
Profit /(Loss) After Tax (1848561) 110184
EPS (0.19) 0.01

Operating & Financial Performance

During the year the total revenue from operations of your Company increased from Rs.2186638/- to Rs. 2297351/-. For FY2019 your Company's profit/Loss after tax stood atRs. (54514)/- vis--vis Rs. 522933/- in the previous year.

Change in the nature of business if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2018 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has one subsidiary namely (1) BRC Construction Co. Pvt. Ltd. Theconsolidated accounts of the Company alongwith the subsidiary are being disclosed in thefinancial Statement of the Company and are forming a part of the financial Statement andthe particulars are given vide form AOC-1 enclosed with the report and marked as Annexure-I.

Dividend

The Board of Directors regrets their inability to recommend any dividend for thefinancial year under report.

Share Capital

The paid up Equity Share Capital as on March 31 2019 was Rs. 98089000/-. During theyear under review the company has not issued any shares or any convertible instruments.

Management Discussion and Analysis:

Industry Structure & Developments Opportunities & Threats Outlook

Real estate development business is a large industry and major shaper of the builtenvironment whose structure has implications for the form and structure of cities. Realestate development or property development is a multifaceted business. Hence it willalso effect the growth of the company in the coming years. Real estate sector haswitnessed high growth in recent times.

Segment wise performance

The Company is engaged in the real estate business activity only. Accordingly theCompany is a single business segment company and hence segment wise reporting is notapplicable.

Internal Financial Control

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls and other regulatory and statutory compliances. Company's Policies onRemuneration Employee Concern (Whistle Blowing) and also the Code of Conduct applicableto Directors and Employees of the Company have been complied with. These Policies and theCode of Conduct are available on the Company's website at www.squarefourgroup.in

Risk Management

The Board members were informed about risk assessment and minimization procedures afterwhich the Board formally adopted Risk Management policy and implemented for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

Directors / Key Managerial Personnel (KMP)

In accordance with the provisions of Companies Act 2013 Mr. Ganesh Kumar Singhania(DIN: 01248747) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment. Based on therecommendation of Nomination and Remuneration Committee Mr. Ganesh Kumar Singhania hasbeen re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 01stApril 2019.

Mr. Jay Kumar Sharma (DIN: 06879084) whose current period of office is expiring on13.11.2019 will be reappointed as Independent Director for second term for a period of 5years w.e.f. 14.11.2019.

Mrs. Shabana Anjoom (DIN: 06937428) whose current period of office is expiring on30.09.2019 will be reappointed as Independent Director for second term for a period of 5years w.e.f. 01.10.2019.

All the above appointments shall be proposed for approval of the members at the ensuingAnnual General Meeting of the Company.

Mrs. Rajshree Bhati (PAN: BWYPB2167E) is appointed as Company Secretary of the Companyw.e.f. 12.09.2018.

All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website:www.squarefourgroup.in All Directors have confirmed compliance with provisions of section164 of the Companies Act 2013.

Declaration by Independent Directors and the Board

All Independent Directors of your Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013. TheBoard also hereby confirms that in its opinion the Independent Directors of the companyfulfill the conditions / criteria specified under the Act and SEBI (LODR) Regulations2015 as amended and also are independent of the management.

Meetings of Board and Committees Board Meetings

During the financial year 2018-2019 the Board met 7 times on 24.04.2018 30.05.201814.08.2018 12.09.2018 14.11.2018 14.02.2019 and 30.03.2019.

Audit Committee Meetings

During the financial year 2018-2019 the Committee met 4 times on 30.05.201814.08.2018 14.11.2018 and 14.02.2019.

Nomination and Remuneration Committee Meetings

During the financial year 2018-2019 the Committee met 3 times on 23.04.201812.09.2018 and 30.03.2019.

Stakeholders Relationship Committee Meetings

During the financial year 2018-2019 the Committee met once on 30.03.2019.

Meeting of Independent Directors

During the financial year under review the Independent Directors of the Company met on31.12.2018.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 31st 2018 andstate that :

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

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

(vi) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related party transactions in accordance with provisions of Section 188 of theCompanies Act 2013 and as identified by Management and auditors are disclosed in FormAOC-2 vide Annexure-II.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.squarefourgroup.in. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliancewith the provisions of Section 203 of the Companies Act 2013 : a) Mr. Ganesh KumarSinghania - Managing Director b) Mr. Sadashivan Arjun Swamy - CFO (Appointed w.e.f.24.04.2018) c) Mrs. Rajshree Bhati Company Secretary (Appointed w.e.f. 12.09.2018)

Board Evaluation

Pursuant to the provisions of Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI Guidance Note issued on 05.01.2017the Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its committee.

Corporate Governance

Corporate Governance is not applicable to the Company in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Audit Committee

The Audit Committee comprises of the following Directors as on 31.03.2019:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors as on31.03.2019 :

Name Status Category
Mr. Jay Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

The Company's Remuneration Policy is available on the Company's websitewww.squarefourgroup.in and is attached as Annexure -III and forms part of this Report ofthe Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

Name Status Category
Mr. Jay Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policywhich is available on the Company's website www.squarefourgroup.in

Corporate Social Responsibility

The provision of the Companies Act 2013 regarding Corporate Social Responsibility isnot applicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange (BSE Ltd.). TheCompany's shares are compulsorily traded in the dematerialized form. The ISIN numberallotted is INE 716K01012. Shares of the Company were also listed with Hyderabad andAhmedabad Stock Exchanges. However these stock exchanges stand de-recognized by the SEBIas on date.

Statutory Auditors

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 S. RamanandAiyer & Co. Chartered Accountants (Firm Registration No 000990N) was appointed asthe Auditors of the Company from conclusion of the 25th AGM until conclusion of the 28thAGM of the Company scheduled to be held in the year 2020.

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 S. Ramanand Aiyer& Co. as the Auditors of the Company at the every AGM does not arise.

Your Company has received a certificate from M/s S. Ramanand Aiyer & Co. 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 framedthereunder. 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.

There are no qualifications or observations or remarks made by the Auditors in theirReport.

Secretarial Audit

A Secretarial Audit was conducted during the year by Mr. G. L. Bubna PracticingCompany Secretary (C.P.No. 7290) in accordance with the provisions of Section 204 of theCompanies Act 2013. The Secretarial Auditor's Report is attached as Annexure-IV and formsa part of this Report of the Directors. There are no qualifications or observations orremarks made by the Secretarial Auditor in his Report.

Internal Audit

Mr. Sadashivan Arjun Swamy performs the duties of internal auditors of the company andhis report is reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposit from the public within the meaning of Section73 of the Companies Act 2013.

Loans guarantees and investments

It is the Company's policy not to give loans directly or indirectly to any person(other than to employees under contractual obligations) or to other body corporate or giveany guarantee or provide any security in connection with a loan to any other bodycorporate or person.

The Company also does not have any investment in securities of any other body corporateapart from that one as stated in the financial statements of the company as on 31.03.2018.

Conservation Of Energy Technology Absorption Foreign Exchange Earning and Outgo

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 your company has to report that: a) Your Company hasneither carried out any Research and Development Work nor spent any amount on it. b) Therewere no foreign exchange earnings or outgo.

There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3) (q) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as Annexure-V. The said is also available on Company's website athttp://www.squarefourgroup.in/

Particulars of Employees

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 2014 as amended regarding employees is given in Annexure-VI formingpart of the Directors Report.

Fraud

There has no report of any cases of fraud in the company.

Cost Audit and Cost Records

The provisions of the Act in relation to cost audit and maintaining cost records arenot applicable on your Company.

Sexual Harassment Policy

There were no cases reported under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 during the year under report.

Secretarial Standards

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.

Acknowledgement

Your Directors acknowledge the continued support extended by the bankers clients andemployees of the Company.

For Square Four Projects India Limited
On behalf of the Board
Sd/-
Ganesh Kumar Singhania
(Managing Director)
DIN: 01248747
Sd/-
Jai Kumar Sharma
Place: Kolkata (Director)
Date: 30.05.2019 DIN: 06879084