BOARD'S REPORT TO THE MEMBERS OF SUVIDHA INFRAESTATE CORPORATION LIMITED Your Directors have pleasure in presenting the Twenty third Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2015. Brief description of the Company's working during the year/State of Company's affair The Sales of the Company was Rs. 40.87 Lakhs in the current year as against last year Rs. Rs. 221 Lakhs. The profit after tax was Rs. 1.93 lakhs compared Rs. 6.08 lakhs in the previous year. Your directors are hopeful 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 64 Park Avenue. The development is almost completed and is ready for possession. Few buyers have already started construction on their respective plots. The company has decided to book sales as per Guidance note on recognition of Revenue by Real Estate Developers issued by ICAI. Your directors are hopeful to sale remaining plots in near future. Change in the nature of business. There is no change in the nature of business of the Company DIVIDEND: In view of past losses, Directors did not recommend any dividend for the equity shareholders for the financial year 2014-15. DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL: Presently, the Share Capital of the Company is Rs. 83940500/- divided in to 8,896,000 Equity Shares of Rs. 10/-each. CORPORATE GOVERNANCE: Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report: i. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel; ii. Management Discussion and Analysis; iii. Report on the Corporate Governance; and iv. Auditors' Certificate regarding compliance of conditions of Corporate Governance CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: During this period under the review not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee. SUBSIDIARY COMPANIES: The Company does not have any subsidiary company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or made any investments under Section 186 of Companies Act, 2013 during the financial year 2014-15. 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 Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under 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 the office premises is the major contributor for the energy conservation for the stores. ¦ Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern. Impact: After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favourable output. The Board is also using energy saver equipments. A. Foreign Exchange Earnings And Outgo There were no foreign exchange earnings and outgo during the year under review. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: In accordance with the provisions of Section 197(12) of the Act read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Compliance Officer at the registered office of the company CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. RISK POLICY: The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. The Company has an Internal Control System, commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations. DIRECTOR'S RESPONSIBILITY STATEMENT: To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DIRECTORS Changes in Board constitution- The Board of Directors had appointed Mrs. Parul Gajjar (DIN: 07142579) as an Additional Woman Director in the category of Non-Executive Director with effect from 28th March, 2015. The Board proposes to appoint Mr. Kamal Gajjar(Din No.01349105) and Smt. Parul K Gajjar who fulfill the conditions specified in the Companies Act, 2013 and rules made there under for appointment as Independent Directors of the Company for term of 5 years. In accordance with the provisions of the Companies Act, 2013, Mr. Ashokkumar Krishna kumar Goswami (DIN: 00289515) liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. Mr. Ashokkumar Krishnakumar Goswami is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013. The Board also proposes to re-appoint Mr. Kishorekumar Goswami (Din No. 00289644) as the Managing Director of the Company for the term of 5 Years w.e.f 1st September, 2015 on such remuneration and terms and conditions as may be decided by the Board. The Board of Directors of your Company recommends his re-appointment at the ensuing AGM. Mr. Rakesh Singh and Smt. Parul Gajjar have resigned from the Board of Directors of the Company. The Board placed their sincere appreciation for their services rendered by them during their tenure as director of the Company. MEETINGS- The Board of Directors of your Company met 5 Times during the year to carry the various matters. The Meetings were convened on29th May, 2014, 14th August, 2014, 13th November, 2014, 13th February, 2015, 28th March, 2015 and further details of which are given in the Corporate Governance Report forming part of this Annual Report. DECLARATION BY AN INDEPENDENT DIRECTORS- The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION- The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY- The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE- The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. KEY MANAGERIAL PERSONNEL In terms of the provisions of Section 203 of the Act, Mr. Kishore Goswami, Managing Director, Mr. Anup Goswami, Chief Financial Officer and Director are the Key Managerial Personnel of your Company. AUDIT COMMITTEE: The Audit Committee comprises of Mr. Kamal Gajjar who serves as the Chairman of the Committee and Mr. Mukundrai Vadher and Mr. Kishore Goswami as other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board. VIGIL MECHANISM: The Company has a vigil mechanism named 'Breach of Integrity and Whistle Blower Policy' in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company www.suvidha-group.com <http://www.suvidha-group.com> AUDITORS: Statutory Auditors- At the Annual General Meeting held on 30th September, 2014, J.M Parikh & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s J.M Parikh& Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. STATUTORY AUDITORS' OBSERVATIONS: Remark: The Company's accumulated losses at the end of the financial year exceed fifty percent of its net worth. The Company has incurred cash losses in the current and immediately preceding financial year. Justification: The Company has developed 70 plots of different carpet area under a scheme known as 64 Park Avenue. The development is almost completed and is ready for possession. Few buyers have already started construction on their respective plots. The company has started gaining profits out of sale of the developed plots and your directors are hopeful of better performance and profits in the near future. SECRETARIAL AUDITORS: In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta& Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure [A]" 1. Delay in filing forms with the Registrar of Companies: The Board will ensure the filing of forms in the due course of time. 2. Smt. Parul Gajjar was appointed women director of the company before the allotment of DIN application: The Board will ensure its compliance as required under the companies act. 3. Mr. Rakesh Singh was appointed as Independent director; however he is not an independent director with the provisions of section 149 of the Act: Mr. Rakesh Singh has resigned from the Directorship of the Company w.e.f. 13.11.2014. 4. Company has not appointed Company Secretary as required under section 203 of the Companies Act, 203: The Company is looking for suitable candidate but so for unable to find out suitable person for the post considering the week financial position of the Company. 5. Policies and some of the information are not posted on the website of the Company: The Board has uploaded the same on the website of the company. EXTRACT OF ANNUAL RETURN: In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in Annexure [B] OTHER DICLOSURES • There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report. • Your Company has not issued any shares with differential voting. • There was no revision in the financial statements. • Your Company has not issued any sweat equity shares. • During the year your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company is committed to provide a safe & conducive work environment to its employees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. APPRECIATIONS: Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance. By Order of the Board of Directors For, Suvidha Infraestate Corporation Limited Ashok Kumar Goswami Chairman Din No. 00289515 Date : 14.8.2015 Place : Ahmedabad
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