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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

To

The Members of

SUVIDHA INFRAESTATE CORPORATION LIMITED

Your Directors have pleasure in presenting the Twenty Fifth 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 2017.

FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY

Particulars For year ended 31.03.2017 For year ended 31.03.2016
Total Income 524713 5315773
Total Expenditure 2100594 3240195
Profit/(Loss) before taxation (1575881) 2075578
Provision for Tax (430566) 808924
Profit/(Loss) after Taxation (1145315) 2884502

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Sales of the Company were Rs. 9342 in the current year as against last year Rs.1255899. The profit after tax was Rs. (1145315) compared to Rs. 2884502 in theprevious year. Your directors are hopeful of achieving higher sales and higher profit inthe 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 31st March 2017 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.

DIVIDEND:

In view of the losses Directors doesnot recommend any dividend for the equityshareholders for the financial year 2016-17.

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 into 8896000Equity Shares of Rs. 10/- each.

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 2016-17.

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/JOINT VENTURE:

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

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

Mr. Mukundrai Vadher resigned as director from the board of your Company with effectfrom 16th January 2017. Mr. Hemang Shah has been appointed as an Additional Director witheffect from 14th February 2017.

In accordance with the provisions of the Companies Act 2013 Mr. KishorekumarGoswamiDirector of the Company retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment.

The Board recommends his re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting. Members are requested to refer the Noticeof ensuing Annual General Meeting for breif profile and other related information ofDirector appointing/reappointing in the AGM.

There was no other change in the directors and 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 2017 thefollowing are the Key Managerial Personnel (KMP) of the Company:

In terms of the provisions of Section 203 of the Act Mr. Kishore Goswami ManagingDirector and Mr. Anup K. Goswami CFO 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 28th May 2016 13th August 2016 14thNovember 201613th February 2017 and 14th February 2017 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 Goswami 5/5
2 Mr. Ashok K. Goswami 5/5
3 Mr. Anup K. Goswami 5/5
4 Mr. Kamal Gajjar 5/5
5 Mr. Mukundrai P Vadher * 4/5
6 Ms. Jaini M Jhaveri 5/5
7 HemangShah# 0/1

* Resigned w.e.f. 16.1.2017

# Appointed w.e.f. 14.2.2017

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 theStatutory Auditors and the Board of Directors to oversee the financial reporting processof the Company. The Committee's purpose is to oversee the quality and integrity ofaccounting auditing and financial reporting process including review of the internalaudit reports and action taken report.

Composition of Audit Committee and the attendance record of members for 2016-17isbelow:

Sr. No. Chairman/

No. of Meetings during FY 2016-17

Name of Directorship Member Category Held Attended
1 Mr. MukundraiVadher* Chairman Independent 3 3
2 Mr. Kamal Gajjar Member Independent 4 4
3 Mr. Kishore Goswami Member MD 4 4

*Resigned w.e.f 16th January 2017.

During the Financial Year 2016-17 4(Four) Meetings were held on 28th May201613thAugust 2016 14th November 2016 and 13 th February 2017.

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 ofthe Companies Act 2013.

Composition of Nomination & Remuneration Committee and the attendance record ofmembers for 2016-17is below:

Sr. No. Name of Directorship Chairman/ Category

No. of Meetings during FY 2016-17

Member Held Attended
1 Mr. MukundraiVadher* Chairman Independent 1 1
2 Mr. AnupkumarGoswami Member Director 2 2
3 Ms. Jaini M Jhaveri Member Independent 2 2

*Resigned w.e.f 16th January 2017.

During the Financial Year 2016-17 2 Meetings were held on 28th May2016 and 14thFebruary 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 2016-17 is below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2016-17

Held Attended
1 Mr. Kamal Gajjar Chairman Independent 4 4
2 Mr. AnupkumarGoswami Member Director 4 4
3 Mr. MukundraiVadher* Member Independent 3 3

*Resigned w.e.f 16th January 2017.

During the Financial Year 2016-17 4 Meetings were held on 28th May 2016 13th August2016 14th November 2016 and 13th February 2017.

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.

BOARD EVALUATION

The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.

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.

VIGIL MECHANISM:

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 & REDRESSAL) ACT 2013:

The Company is committed to provide a safe & 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 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 ofthisAnnual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis forms a part ofthis 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:

The term of existing Statutory Auditor M/s. J. M. Parikh& Associates (RegistrationNo. 118007W) Chartered Accountants Ahmedabad is expiring in the ensuing Annual GeneralMeeting.

Pursuant to the provisions of Section 139(2) 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules framed thereunder as amended from time totime M/s. Purnesh .R. Mehta & Co. (Firm Registration No. 142830W) CharteredAccountant Ahmedabad being eligible pursuant to Section 141 and consented to be theauditor is being recommended to be appointed as a Statutory Auditor of the Company for aterm of five (5) consecutive years to hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of the 30th AGM of the Company to be held in theyear 2022(subject to ratification of their appointment at every AGM)

STATUTORY AUDITORS' OBSERVATIONS

Though there is no qualification from the Statutory Auditor. Further their otherobservation in the auditor's report read with Notes to Accounts isselfexplanatory innature and need no further clarification.

SECRETARIALAUDITOR:

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) The Company has not appointed Company Secretary as KMP as required undersection 203 of Companies Act 2013 and Compliance Officer as required under regulation 6of SEBI (LODR) Regulations 2015:- The Company has found a suitable candidate who hasalready been offered for same position and her appointment will be made soon.

(b) The Company has not published Board meeting Notice Advertisement in newspaperas per Regulation 47 of SEBI (LODR) Regulations 2015:- Due to the weak financial positionof the 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) Regulation2015 according to which 100% shareholding of promoter shall be in Demat form:- The Companyhas already dematerialized 53% of promoters shareholding and remaining are in the processof 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 and material orders passed by the regulators or courts ortribunals.

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 and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

• Switching off lights A/C and computers whenever not used.

• Power utilization on all computers pantry and cabins.

• Planning to replace lights with low energy consumption units.

• The Board is considering the option of using solar energy resources.

• Controlled the energy consumption by optimizing the temperature inside theoffice premises is the major contributor for the energy conservation for the stores.

• Optimized lighting consumption by strictly controlling the operating hours asper the usage pattern.

Impact:

After constant monitoring and effective utilization the company's electricity billshave shown a reduction. The board is constantly taking initiatives and steps to reduce thebills and is optimistic for a favorable output. The Board is also using energy saverequipments.

(b) Technological absorption measures:

(i) The efforts made towards Technology Absorption The Company is searching for the advance technology which can be used in the Company's premises.
(ii) The benefits derived like product improvement cost ' reduction product development or import substitution The benefits will be seen in the future.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- -
(iii) (a) The details of technology imported -
(b) The year of import; -
(c) Whether the technology being fully absorbed -
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof -
(iv) The expenditure incurred on Research and Development -

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 Company doesn't have any employees drawing remuneration in excess of the limitsspecified in Section 197(12).

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 2016-17 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

As per the provision of Section 136 of the Companies Act 2013 the Annual Report andaccounts are being sent to the members of the Company excluding the said annexure inrespect of ratio of remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year. The said annexure will be made availablefor inspection at its registered office of the Company during the working hours for aperiod of twenty one days before the date of annual general meeting ofthe company pursuantto Section 136 ofthe Companies Act 2013 and members if any interested in obtaining thedetails thereof shall make specific request to the Company Secretary at the Registeredoffice ofthe Company in this regard.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

There were no material significant transactions with Related Parties during thefinancial year 2016-17which 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. Noneof the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked as "Annexure B".

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:

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 ofthe Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession 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.

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 SuvidhaInfraestate Corporation Limited
Kishore Kumar Goswami
Place: Ahmedabad Managing Director
Date: 25/08/2017 DIN:00284496