Suvidha Infraestate Corporation Ltd.
|BSE: 531640||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE936N01010|
|BSE 05:30 | 01 Jan||Suvidha Infraestate Corporation Ltd|
|NSE 05:30 | 01 Jan||Suvidha Infraestate Corporation Ltd|
Suvidha Infraestate Corporation Ltd. (SUVIDHAINFRA) - Director Report
Company director report
The Members of
SUVIDHA INFRAESTATE CORPORATION LIMITED .
Your Directors have pleasure in presenting the Twenty Sixth Board's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2018.
FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
During the period under review the company has no sales turnover during the year asagainst sales turnover of Rs.524713 in the previous year. The profit/(loss) after taxwas Rs. (2801213) compared to Rs. (1145315) in the previous year. Your directors arehopeful of achieving higher sales and higher 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 stMarch 2018 no amount is transferred toGeneral Reserve Account.
In view of the losses Directors does not recommend any dividend for the equityshareholders for the financial year 2017-18.
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.
Presently the Share Capital of the Company is Rs. 83940500/- divided into 8896000Equity 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 2017-18.
The Webstie of the Company was hacked during the month of May 2018 thus for some timethe website of the company was closed. The Company has developed new website and itsWebsite name is changed from www.suvidha-group.com to www.sicl.in .The new website is functionalnow and all the stakeholders can view the necessary information from the new website ofthe Company.
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 he a Subsidiary/JointVenture/ Associate Company of your Company
DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:
During the year under review Mrs. Shobha Bharti was appointed as the Company Secretaryand Compliance Officer with effect from 15.09.2017 as per Section 203 read with Rule 8 ofCompanies (Appointment and Remuneration Rules)2014 of Companies Act2013 and also as asper 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Sheresigned as the Company Secretary and Compliance Officer of the Company w.e.f. 20thMay 2018.
Ms. Nikita Barbhaya was appointed as Company Secretary and Compliance Officer witheffect from lstJune 2018.
In accordance with the provisions of the Companies Act 2013 Mr. Ashokkumar K.Goswami Director of the Company retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment.
The Board also recommends the appointment of Mr. Anupkumar K. Goswami and Mr. AshokumarK Goswami as the Wholetime Directors w.e.f. 1st October 2018 upon theprincipal terms and conditions set out in the explanatory statement annexed to the Noticeof the AGM.
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.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and underregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
In terms of Section 203 of the Companies Act 2013 as on 31st March 2018the following are the Key Managerial Personnel (KMP) of the Company
In terms of the provisions of Section 203 of the Act Mr. Kishore K. Goswami ManagingDirector and Mr. Anupkumar K. Goswami CFO and Mrs. Shobha Bharti Whole-time CompanySecretary/ Compliance Officer are the Key Managerial Personnel of your Company.
MEETINGS OF THE BOARD:
The Board of Directors of your Company met 5 Times during the year to carry the variousmatters. The Meetings were convened on 29* May 2017 25* August 2017 74* November2017 14'hDecember 2017 and 13* February 2018 respectively.
The maximum interval between any two consecutive Board Meetings did not exceed 120days.
ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:
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 auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.
Composition of Audit Committee and the attendance record of members for 2017-18 arebelow:
During the Financial Year 2017-18 4(Four) Meetings were held on 29fhMay201725hAugust 2017 l^November 2017 and 13th February 2018.
The necessary quorum was 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 2017-18 is below:
During the Financial Year 2017-181 Meeting were held on 2S'h August 2017.The necessary quorum was present for all the meetings
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013.
Composition of Stakeholders Relationship Committee and the attendance record of membersfor 2017-18 is below:
During the Financial Year 2017-18 4Meetings were held on 29a May201725tkAugust201714hNovember2017 and 13>h February2018.
The necessary quorum was present for all the meetings.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY -
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for the selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.
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 05lh 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 nonexecutive Directors
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls commensurate with the size andthe limited 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 1:
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.
DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION & REDRESSAL1 ACT. 2013:
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.
In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for 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 and networth 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.
Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/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 3 0thAnnualGeneral Meeting of the Company to be held for the financial year 2022The Company hasreceived a certificate from the said Auditors that they are eligible to hold office as theAuditors of the Company and are not disqualified for being so appointed for the financialyear 31.03.2019.
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 explanatory innature and need no further clarification.
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as Annexure A.
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
(a) During the part of the year the company has not appointed the Whole Time CompanySecretary as KMP as required under section 203 of Companies Act 2013 and ComplianceOfficer as required under regulation 6 of SEBI (LODR) Regulations 2015 and the CS andCompliances officer was appointed w.e.f. 15.09.2017:- The Company has appointed CompanySecretary and Compliance Officer w.e.f. 15.09.2017
(b) 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.
(c) 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 thisreport.
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 during financialyear.
B. FOREIGN EXCHANGE EAR NINGS 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 are as below
1. The percentage increase in remuneration of each Director Chief Financial OfficerChief Operating Officer Company Secretary and ratio of the remuneration of each Directorto the Median remuneration of the employees of the Company for the financial year 2017-18:
2. The percentage increase in the median remuneration of employees in the financialyear
3. The number of permanent employees on the rolls of the Company:- 1
4. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof:Avcragc percentageincrease made in the salaries of employees other than the managerial personnel in the lastfinancial year i.e. 2017-18 was:- 0% whereas the increase in the managerial remunerationfor the same financial year was :- 0%.
The increment given to each individual employee is based on the employees' potentialexperience as also their performance and contribution to the Company's progress over aperiod of time and also as per the market trend.
5. Affirmation that the remuneration is as per the remuneration policy of the Company:
Remuneration to Directors Key Managerial Personnel and other employees is as per theremuneration policy of the Company.
Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top Ten Employees of theCompany in terms of remuneration drawn during 2017-18 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).
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 2017-18 which 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-a-vis theCompany.
EXTRACT OF ANNUAL RETURN :
An extract of Annual Return as on the Financial year ended on 31s* March2018 in Form No. MGT-9 as required under section 92(3) of the Companies Act 2013read withRule 12(1) of Companies (Management and Administration) Rules 2014 is set out as anAnnexure B to the Directors Report and Forms part of the Annual Report.
(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:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
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 cooperation and assistance.