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Suvidha Infraestate Corporation Ltd.

BSE: 531640 Sector: Infrastructure
NSE: N.A. ISIN Code: INE936N01010
BSE 00:00 | 29 May Suvidha Infraestate Corporation Ltd
NSE 05:30 | 01 Jan Suvidha Infraestate Corporation Ltd
OPEN 19.80
PREVIOUS CLOSE 19.80
VOLUME 1200
52-Week high 20.00
52-Week low 19.80
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.90
Sell Qty 3000.00
OPEN 19.80
CLOSE 19.80
VOLUME 1200
52-Week high 20.00
52-Week low 19.80
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.90
Sell Qty 3000.00

Suvidha Infraestate Corporation Ltd. (SUVIDHAINFRA) - Director Report

Company director report

To

The Members of

SUVIDHA INFRAESTATE CORPORATION LIMITED.

Your Directors have pleasure in presenting the Twenty Seventh Board’s Reportof your Company together with the Audited Statement of Accounts and the Auditors’Report of your company for the

Financial Year Ended 31 March 2019.

FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY

Particulars For Year ended 31.03.2019 For Year ended 31.03.2018
Total Income (4533760) 0
Total Expenditure (5675973) 1947827
Profit/(Loss) before taxation 1142213 (1947827)
Provision for Tax 797765 853386
Profit/(Loss) after Taxation 344448 (2801213)

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’SAFFAIR

During the year The profit after tax was Rs. 344448/- as compared to previousyear Loss of Rs. 2801213/-.Your directors are hopeful of achieving higher sales andhigher profit in the next year.

The company has developed 70 plots of different carpet area under a scheme known as 64Park Avenue. The development is almost completed and is ready for possession. Few buyershave already started construction on their respective plots. The company has decided tobook sales as per Guidance note on recognition of Revenue by Real Estate Developers issuedby ICAI. Your directors are hopeful to sale remaining plots in the near future.

CHANGE IN THE NATURE OF BUSINESS.

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

TRANSFER TO RESERVES:

For the Financial Year ended 31 March 2019 no amount is transferred to GeneralReserve Account. The Board of Directors of your Company has decided not to transfer anyamount to the General Reserves for the financial year ended 31 March 2019.

DIVIDEND:

In view of the accumulated losses Directors does not recommend any dividend for theequity shareholders for the financial year 2018-19.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy are not applicable to the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL:

Presently the Share Capital of the Company is Rs. 83940500/- divided into8896000 Equity Shares of Rs. 10/- each. There is no change in capital during the year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans guarantees or made any investments under Section186 of the Companies Act 2013 during the financial year 2018-2019.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review not applicable to the Company. Hence yourDirectors have not constituted the Corporate Social Responsibility (CSR) Committee.

DETAILS OF SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURE:

During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company.

DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

Ms. Nikita Barbhaya was appointed as Company Secretary and ComplianceOfficer witheffect from 1 June 2018.

In accordance with the provisions of the Companies Act 2013 Mr. AnupkumarK.GoswamiDirector of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.

The Board also recommends the re-appointment of Mr. Kamal Gajjar (DIN: 01349105) asIndependent Non Executive Director w.e.f. 14 November 2019 upon the principalterms and conditions set out in the explanatory statement annexed to the Notice of theAGM.

The Board recommends their appointment/re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting. Members are requested torefer the Notice of ensuing Annual General Meeting for brief profile and other relatedinformation of Director appointing/reappointing in the AGM.

There was no other change in the directors/KMP during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149(6) of the Act and under Listing Regulations.

In the opinion of the Board the Independent Directors of the Company fulfil theconditions specified in the Act and Listing Regulations and are independent of themanagement.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on 31 March 2019 are Mr. Kishore K. GoswamiManaging Director and Mr. Anupkumar K. Goswami Chief Financial Officer and Ms. NikitaBarbhaya Company Secretary.

MEETINGS OF THE BOARD:

The Board of Directors of your Company met 5(Five) Times during the year tocarry the various matters. The Meetings were convened on 28 May 2018 13 August2018 01 November 2018 23 January 2019 and 29 March 2019 respectively.

The maximum interval between any two consecutive Board Meetings did not exceed 120days.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:

Sr. No. Name of Director No. of Board Meetings attended
1 Mr. Kishore K. Goswami 5/5
2 Mr. Ashok K. Goswami 5/5
3 Mr. Anup K. Goswami 5/5
4 Mr. Kamal K.Gajjar 5/5
5 Mr. Hemang Y. Shah 5/5
6 Ms. Jaini M.Jhaveri 5/5

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013.

The Audit Committee acts as a link among the Management the Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee’s purpose is to oversee the quality and integrity of accounting auditingand financial reporting process including review of the internal audit reports and actiontaken report.

Composition of Audit Committee and the attendance record of members for 2018-19 arebelow:

No. of Meetings during FY 2018-19
Sr. No. Name of Directorship Chairman/ Member Category Held Attended
1. Ms. Jaini M. Jhaveri Chairman Non-Executive Independent Director 4 4
2. Mr. Kamal K. Gajjar Member Non-Executive Independent Director 4 4
3. Mr. Kishore K. Goswami Member Managing Director 4 4

During the Financial Year 2018-19 4(Four) Meetings were held on 28 May 2018 13August 2018 01 November 2018 and 23 January 2019 respectively. The necessary quorumwas present for all the meetings.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013.

Composition of Nomination & Remuneration Committee and the attendance record ofmembers for 2018-19is below:

Sr. No. Name of Directorship Chairman/ Member Category No. of Meetings during FY 2018-19
Held Attended
1. Mr. Kamal K. Gajjar Chairman Non-Executive Independent Director 2 2
2. Mr. Hemang Y. Shah Member Non-Executive Independent Director 2 2
3. Ms. Jaini M. Jhaveri Member Non-Executive Independent Director 2 2

During the Financial Year 2018-19 2 (Two)Meeting were held on 28 May2018 and 13August2018.

The necessary quorum was present for all the meetings

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders RelationshipCommittee of the Company is constituted in accordance withSection 178 of the Companies Act 2013.

Composition of Stakeholders Relationship Committee and the attendance record of membersfor 2018-19is below

Sr. No. Name of Directorship Chairman/ Member Category No. of Meetings during FY 2018-19
Held Attended
1. Mr. Kamal K. Gajjar Chairman Non-Executive Independent Director 4 4
2. Mr. Anupkumar K. Goswami Member Whole-Time Director 4 4
3. Ms. Jaini M. Jhaveri Member Non-Executive Independent Director 4 4

During the Financial Year 2018-19 4 (Four) Meetings were held 28 May 2018 13 August2018 01 November 2018 and 23 January 2019 respectively.

The necessary quorum was present for all the meetings.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY-

For the purpose of selection of any Director the Nomination and Remuneration Committeeidentifies persons of integrity who possess relevant expertise experience and leadershipqualities required for the position. The Committee also ensures that the incumbent fulfilssuch criteria with regard to qualifications positive attributes independence ageandother criteria as laid down under the Act Listing Regulations or other applicable laws.The Board has on the recommendation of the Nomination and Remuneration Committee framed apolicy on remuneration of Directors Key Managerial Personnel and other Employees.

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 SEBIListing Regulations and the Guidance note on Board Evalution issued by the Securities andExchange Board of India on 05th January 2017.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board process information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meeting etc.

In a separate Meeting of Independent Directors performance of non-independentdirectors the chairman of the Company and the board as a whole as evaluated taking intoaccount the views of executive directors and non-executive Directors

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company believes that internal control is a necessary prerequisite of Governanceand that freedom should be exercised within a framework of checks and balances. TheCompany has an adequate system of internal controls commensurate with the size and thelimited nature of its business activities.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavioractual or suspected fraud or violation of the company’s Codeof Conduct. The mechanism provides for adequate safeguards against victimization ofDirectors and employees who avail of the mechanism. In exceptional cases Directors andemployees have direct access to the Chairman of the Audit Committee.

DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 is not applicable to the Company.

The Company is committed to provide a safe and conducive work environment to itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicablefor theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your company’s paid up equity share capital is not exceeding Rs. 10 crores andnet worth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis forms a part of this annual report and is annexed tothis report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised a proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amendedM/s. Purnesh R. Mehta& Co.(Firm Registration No. 142830W) Chartered Accountant Ahmedabad was appointed as aStatutory Auditor of the Company in the Annual General Meeting held on 23rd September2017 for a term of five (5) consecutive years to hold office from the conclusion of theAnnual General Meeting held for the financial year 2016-17till the conclusion of the 30Annual General Meeting of the Company to be held for the financial year 2022.The Companyhas received a certificate from the said Auditors that theyare eligible to hold office asthe Auditors of the Company and are not disqualified for being so appointed for thefinancial year ended 31.03.2020.

STATUTORY AUDITORS’ OBSERVATIONS

Though there are no qualification from the Statutory Auditor. Further their otherobservation in the auditor’s report read with Notes to Accounts is self explanatoryin nature and need no further clarification.

SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s.Anish Gupta &Associates Practicing Company Secretaries. The Secretarial AuditorsReport is attached as "Annexure-A".

SECRETARIAL AUDITORS’ OBSERVATIONS & COMMENTS FROM BOARD:

(a) The Company has not published Board Meeting notice Advertisement in newspaper asper Regulation 47 of SEBI (LODR) Regulations 2015:- Due to the weak financial position ofthe Company the company could not publish the notice in the newspaper however thecompany has submitted the same with the stock exchange and uploaded the same on itswebsite.

(b) The Company has not complied with Regulation 31(2) of SEBI (LODR) Regulation 2015according to which 100% shareholding of promoter shall be in Demat form:-The Company is inthe process of dematerializing the same and will be done in due course of time.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant changes and material orders passed by the regulators or courtsor tribunals.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of theCompany which have occurred between/end of the financial year and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 in respect of conservation of energy technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

The information on conservation of energy technology absorption and foreign exchangeearning and outgo are required to be given pursuant to Section 134(3) (m) of the CompaniesAct read with Rule 8 of the companies (Accounts) Rules2014 is – NIL duringfinancial year.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as "Annexure-B" to this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013 during the year under review.

There were no material significant transactions with Related Parties during thefinancial year 2018-19which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.

The policy on Related Party Transactions was approved by the Board of Directors.

None of the Directors have any pecuniary relationships or transactions vis--vis theCompany.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as on the Financial year ended on 31 March 2019 in FormNo. MGT-9 as required under section 92(3) of the Companies Act 2013 read with Rule 12(1)of Companies (Management and Administration) Rules 2014 is set out as an "Annexure-C"to the Directors Report and Forms part of the Annual Report. The same is alsoavailable on your Company’s website www.sicl.in

OTHER DISLOSURES

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading)Regulations 2015 as amended the Company has formulatedand adopted the revised "Code of Conduct to regulate monitor and report trading bydesignated persons in Listed or Proposed to be Listed Securities" of the Company("the Insider Trading Code"). The object of the Insider Trading Code is to setframework rules and procedures which all concerned should follow both in letter andspirit while trading in listed or proposed to be listed securities of the Company. Duringthe year the Company has also adopted the Code of Practice and Procedures for FairDisclosure of Unpublished Price Sensitive Information ("the Code") in line withthe SEBI (Prohibition of Insider Trading) Amendment Regulations2018 and formulated aPolicy for determination of‘legitimate purposes’ as a part of the Code.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

By Order of the Board of Directors
FOR SUVIDHA INFRAESTATE CORPORATION LIMITED
Kishore K. Goswami
Managing Director
DIN: 00289644
Ashokkumar K. Goswami
Place : Ahmedabad Whole-time Director
Date : 07.08.2019 DIN: 00289515