Your Board of Directors has pleasure in presenting the Twelfth Annual Report andAudited financial results for the year ended 31st March 2017 together with theIndependent Auditors' Report and the Secretarial Audit Report.
FINANCIAL HIGHLIGHTS (Figures in Rs.)
|Particulars ||For the year ended ||For the year ended |
| ||31.03.2017 ||31.03.2016 |
|Total revenue ||136541073.00 ||181936948.00 |
|Total expenses ||95613852.00 ||159117826.00 |
|Profit before exceptional Item & Tax ||40927221.00 ||22819122.00 |
|Loss/profit on sale of Fixed Asset ||-1216274.00 ||(195655.00) |
|Profit before tax ||39710947.00 ||23014777.00 |
|Total Tax Expenses ||17896069.00 ||5762109.00 |
|Profit after Tax (PAT) ||21814878.00 ||17252668.00 |
|Appropriations || || |
|Transfer to general reserve ||Nil ||Nil |
|Dividend ||Nil ||Nil |
|Balance c/f out of current year PAT ||21814878.00 ||17252668.00 |
NATURE OF BUSINESS
The Company is engaged in the business of Real Estate Development. The Company developsresidential projects. There was no change in the nature of the business of the Companyduring the year under review.
During the year under review the Company earned a profit before tax of of Rs. 218.15lakhs and at the outset the management would like to convey gratitude to the Shareholdersfor having trust and confidence in the Company and being continuously supporting theCompany.
A cyclical downturn combined with demonetization and the implementation of the RealEstate (Regulation and Development) Act 2016 has created short term uncertainty in thesector. However these same factors will lead to consolidation and improved governance inthe sector which in turn will drive improved consumer confidence.
TRANSFER TO RESERVES
It is not proposed to transfer any amount out of the current profits to GeneralReserve.
However with the view to conserve the resources of company the directors are notrecommending any dividend.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 and Mr. Pradeepa Ramegowda Danasale and Mr.Vivek Umesh Shah were Resigned from the Office of Independent Directors of the Company ason 12th November 2016
Mr. Barun Pandey Company Secretary and Compliance Officer of the Company resigned fromthe office of Company Secretary and Compliance Officer of the Company. The Board expressesits appreciation for his contribution during his tenure as Company Secretary of theCompany. The board is putting best efforts to comply with the provisions of Section 203 ofthe Companies act 2013 w.r.t. appointment of a whole time company secretary but unable toabide by the same due to unforeseen reasons. However the board is of the opinion that thesame will be complied with at the earliest.
All the other directors continue to in their respective positions in the Company.
During the year under review the Company has not accepted any deposits during theFinancial Year 2016-17 in pursuance of Chapter V Companies (Acceptance of Deposits) Rules2014.
The observations made by the Auditors in their Report referring to the Notes formingpart of the Accounts are self-explanatory and therefore do not require any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
M/s. Suthar & Co (FRN: 013840S) Chartered Accountants are the Statutory Auditorsof the Company. The existing Auditors M/s. Suthar & Co (FRN: 013840S) CharteredAccountants will retire at the conclusion of the ensuing Annual General Meeting of themembers of the Company.
It is proposed to appoint M/r. Mr. Bharat Kumar A Bohra Chartered Accountants (M. No:237648) as the Statutory Auditors of the Company as recommended by the Audit Committee.The said auditors have expressed their willingness to act as the Auditors of the Companyif appointed.
Accordingly the resolution for appointment is included in the Notice of the ensuingAnnual General Meeting.
The Board has appointed Mrs. Sujtha M as the Internal Auditor of the company for thefinancial year 2016-17.
DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Allrelatedpartytransactionsthatwereenteredintoduringthefinancialyearwereonanarm'slengthbasis and were in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2 is notrequired. Further there are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under the provisions ofSection186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section(7) of Section149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act2013.
MEETINGS OF THE BOARD
The Board of Directors met 4 times during the financial year ended March31 2017 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Allthe Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
The details of the Board of Directors meetings are as follows:-
30.05.2016; 10.09.2016; 12.11.2016; 03.03.2017
The Audit Committee comprises Mr. Rashotham Krishnarao Devale as Chairman Mr. Sunil DSurana and Mr. Pradeepa Ramegowda Danasale as members. Mr. Pradeepa Ramegowda Danasaleresigned on 12.11.2016. The Board expresses its appreciation for his contribution duringhis tenure as director of the Company.The board is putting best efforts to comply with theprovisions of Section 177 of the Companies act 2013 but unable to abide by the same dueto unforeseen reasons. However the board is of the opinion that the same will be compliedwith at the earliest.All the recommendations made by the Audit Committee were accepted bythe Board.
The Members of Audit Committeemet one time during the financial year ended31.03.2017In accordance with the need of their meeting i.e. 30.05.2016.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is comprises of Mr. Vivek U Shah as ChairmanMr. M.L. Soneji Mr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. Allrecommendation made by Committee were accepted by the Board. Mr. Pradeepa RamegowdaDanasale and Mr. Vivek U Shah resigned on 12.11.2016. The Board expresses its appreciationfor their contribution during his tenure as director of the Company. The board is puttingbest efforts to comply with the provisions of Section 178 of the Companies act 2013 butunable to abide by the same due to unforeseen reasons. However the board is of theopinion that the same will be complied with at the earliest.
The Members of N&R Committee was met one time during the financial year ended31.03.2017 in accordance of their needs of meeting. i.e. 30.05.2016
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's RelationshipCommittee is comprises of Mr. Rashotham Krishnarao Devaleas ChairmanMr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. Mr. Pradeepa RamegowdaDansale resigned on 12.11.2016. The Board expresses its appreciation for his contributionduring his tenure as director of the Company.The board is putting best efforts to complywith the provisions of Section 178 of the Companies act 2013 but unable to abide by thesame due to unforeseen reasons. However the board is of the opinion that the same will becomplied with at the earliestAll recommendation made by Committee were accepted by theBoard.
The Members of Stakeholder's Relationship Committee was met one time during thefinancial year ended 31.03.2017 in accordance of their needs of meeting. i.e. 30.05.2016
Additionally during the financial year ended March 31 2017 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:
A. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; B. suchaccounting policies have been selected and applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 31 2017 and of the profits of theCompany for the year ended on that date; C. proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; D. the annual accounts of the Company have beenprepared on a going concern basis;
E. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; F.Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting familiarization programme for IndependentDirectors of the Company. At the time of appointment a formal letter of appointment isgiven to Independent Directors which inter-alia explains the role functionsduties and responsibilities expected from them as a Director of the Company. The Companyconducts structure orientation programmes for the Independent Directors to understand andget updates on the business and operations of the Company on a continuous basis. Suchprogrammes provide an opportunity to the Independent Directors to interact with SeniorLeadership team of the Company and help them to understand the Company's strategy modelsoperations services product-offerings finance human resources and such other areas asmay arise from time to time.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy"as the vigil mechanism forDirectors and employees of the Company. The Whistle Blower Policy is disclosed on thewebsite of the Company atwww.skcipl.in
Pursuant to the provisions of the Companies Act 2013 and other applicable provisionand law a structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended March 31 2017 made under the provisions ofSection 92(3) is attached as Annexure - 1 which forms part of this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
During the year there was no employee in receipt of remuneration as prescribed in theRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016.The prescribed particulars of Employees as required under Section197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) amendments Rules 2016 is attached as Annexure 2 and formspart of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are attached as Annexure-3to this report.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's equity shares are listed at Bombay Stock Exchange Limited (SME segment).The
Annual listing fee for the year 2016-17 has been paid.
As required under the provisions of Section 204 of the Companies Act 2013 the reportin respect of the Secretarial Audit carried out by Mr. Gaurav Jain Practising CompanySecretary in Form MR-3 for the FY 2016-17 is attached as Annexure 4 to this report.The said report does not contain any adverse observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
As per Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the compliance with the Corporate Governance Provisions as specified inRegulations 17 18192021222324252627 and clauses (b) to (i) of sub- regulations(2) of regulations 46 and para CD and E of schedule V shall not applied.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report has been separately furnished in theAnnual Report as a Annexure -5
During the year employee relations continued to be cordial and harmonious at all levelsand in all divisions of the Company. There was a total understanding of the managementobjectives by the employees. The Company has consistently tried to improve its HR policiesand processes so as to acquire nurture & retain the best of the available talent inthe Industry.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the Company's business activities the Directors have nothing to reportunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts ) Rules 2014 with reference to Conservation of Energy & TechnologyAbsorption.
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:
? Details relating to deposits covered under Chapter V of theAct
? Disclosure relating to equity shares with differentialrights
? Disclosure relating to sweat equityshares
? Disclosure relating to employee stock optionscheme
? Disclosure in respect of voting rights not directly exercised by theemployees
? Disclosure of significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations infuture.
? DisclosureunderSection134(3)(o)oftheCompaniesAct2013andtheCompanies(CorporateSocialResponsibilityPolicy)Rules2014sincetheCompanyisnotcoveredunderSection135 of theCompanies Act2013.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013
(the said Act') has been made effective w.e.f. December 9 2013. It is an Act toprovide protectionagainstsexualharassmentofwomenatworkplaceandforthepreventionandRedressalofcomplaints ofsexual harassment and for matters connected therewith or incidental thereto.
During the year under review no complaints were filed with the Company under theprovisions of the said Act.
The Board of Directors wishes to thank the Central Government State Government RBISEBI and The BSE Limited (BSE) for their co-operation in various spheres of Company'sfunctions. The Board of Directors expresses its gratitude for the co-operation extended bythe
FinancialInstitutions/TermLendersandCompany'sBankersfortheirvaluablesupport.TheDirectorsthank all the shareholders of the Company its customers and investors for their valuablesupport during the year and look forward to their continued support in the years to come.The Company has also gained considerably from the sincere and devoted services rendered byits employees at all levels. The Board of Directors wishes to place on record its sincereappreciation of the employee's efforts in enhancing the image of the company in themarket.
| || ||On behave of Board |
| ||Sd/- ||Sd/- |
| || ||Jignesh Dhirendra Dubal |
| ||Kailash Dhirendra Dubal || |
| ||Chairman and ManagingDirector ||CFO & Director |
| ||DIN - 01771805 ||DIN:- 02210175 |
|Place: Bangalore || || |
|Date: 30.08.2017 || || |