DIRECTORS REPORT 1.The Directors take pleasure in presenting before the shareholders the 56th Annual Report together with the Audited statement of accounts of the company for the year ended 31 March 2016: 2. Operations: During the year under review the company posted a profit of Rs.83.89 Lacs as against a loss of Rs.17.61 lacs during the previous year. The company has made considerable progress in Slum Rehabilitation Project at Bhandup. The Board of Directors are of the view that substantial portion of the project would be completed during the current financial year. a. As earlier reported , the company has entered into a partnership with Mr. Kokate in a firm named Shree Swami Samarth Builders and Developers wherein the company has contributed 50% of the capital of the partnership. b. The project SSSBD (Navneet Sadan) has been completed to the extent of 51% and work is going on as per schedule. c. During the year under review the company has recognized its share in the accumulated profits of the partnership firm, Shree Swami Samarth Builders and Developers based on the audited accounts for the year ended 31 March 2016. wherein the company has 50% share. d. In accordance with the partnership agreement the company has sold and registered during the year 15 Nos. CRDL residential flats for a total value of Rs.76,649,040. 3 Future Prospects: The Company`s line of business is to provide free housing by way of rehabilitating the erstwhile slum dwellers. The efforts of the company have been well recognized and have come in for praise from neighboring slums who have approached the company to look into their property as well. The company sees tremendous potential in this line of activity. This would be part of the Government`s scheme of housing for all by 2020. 4. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report: No material changes and commitments affecting the financial position of the Company occurred during the financial year ended 31 March, 2016. 5. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the company's activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the company. 6. Public Deposits: The company has not accepted any deposits, covered under Chapter V of the Act. 7. Particulars of Loans , Guarantees or investments: The Company has not made investments and/or given loans, guarantees during the year under review. 8. Statutory Auditors: M/s.Bipin B Shah & Associates, Chartered Accountants (Regd.No101519W) have resigned from the office of Auditors of the company on 20th March 2016 due to preoccupations and thereby creating a casual vacancy. The Board of Directors of the company through circular resolution dated 27th March 2016 appointed Bipin B Shah & Co.,Chartered Accountants (Regd.No.101511W) having address at 30, Nawab Building 2nd Floor, D. N. Road, Fort, Mumbai 400 001, who holds a valid Peer Review Certificate, as the Auditors of the Company to fill the casual vacancy caused by the resignation of M/s.Bipin Shah & Associates, Chartered Accountants in terms of Section 139 of the Companies Act 2013 read with the - rules thereon and they will hold office till the conclusion of this Annual General Meeting. Further the Board of Directors have recommended the appointment of Bipin B Shah & Co.,Chartered Accountants (Regd.No.101511W) as Auditors of the company for the period of five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company`s Sixtieth Annual General Meeting. This requires the approval of the shareholders at the ensuing Annual General Meeting. 9. Auditors' Report: There are no qualifications, reservation or adverse remarks or disclaimer made by the auditor in his report. 10. Extract of the annual return: Extract of the annual return in Form No. MGT – 9 is attached and forms part of the report (Annexure - I). 11. Corporate Social Responsibility (CSR): Since the Company does not meet the criteria specified under Clause 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the said rules are not applicable to the Company. 12. Corporate Governance: The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as per the requirement of SEBI ( Listing Obligation and Disclosure Requirement) Regulations 2015 forms an integral part of this Annual Report. The requisite certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. 13. Board of Directors: A. Composition of the Board: The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors with at least one woman Director and at least 50% of the Board should consist of independent Directors, if the chairman of the board is an executive director. If the chairman is a nonexecutive Director, 1/3rd of the Board should be independent Directors. As on 31st March, 2016 the Board comprised six Directors including one Woman and independent Directors. B. Changes in Directors and Key Managerial Personnel: No changes in Directors and Key Managerial Personnel have been made during the year under review. Mr. Chetan R Shah, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr.Nilesh D Dand, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. C. Number of Board Meetings held during the year ended 31st March, 2016 and the dates of the Board Meetings : Four Meetings of the Board of Directors were held. The dates on which the said meetings were held are as follows : 27 May, 2015; 14 August, 2015; 4 November, 2015 and 11 February, 2016 14.. Board Committees: The Board of Directors has constituted four Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Grievance Committee and Committee of Board of Directors. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors. Detailed particulars relating to the above Committees have been furnished in Corporate Governance for the year ended 31 March 2016. 16.Particulars of contracts or arrangements with related parties: During the financial year no transactions fall under the purview of Section 188 of the Companies Act, 2013, hence it is not applicable. 17. Secretarial Audit Report: Secretarial Audit for the Financial year 2015-16 was conducted by Mr. V. Nagarajan, Practising Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached to this Report (Annexure II). 18 Cost Auditor: Pursuant to Section 148 (1) of the Central Government and Companies (Cost Record & Audit) Rules, 2014 dated June 30, 2014 the appointment of Cost Auditors is not applicable to the Company. However, in compliance of Section 209 (1) (d), 600 (3) (b) of the Companies Act, 1956 and relevant Cost Accounting Records Rules, 2011 a Compliance Report obtained from the practicing cost accountant is uploaded in MCA Portal every year. 19. Vigil Mechanism: Vigil Mechanism policy has been introduced by the Board on the framework for reporting instances of unethical/improper conduct and action for suitable steps to investigate and correct the same. The Whistle blower policy which is under the ambit of Vigil Mechanism is an extension of the Company’s Code of Conduct through which the Company seeks to provide a mechanism for its employees, Directors, vendors or customers to disclose any unethical and / or improper practice(s) taking place in the Company for appropriate action and reporting. Through this policy the Company provides the necessary safeguards to all Whistle Blowers for making in good faith. 20. Risk management policy: Risk Management Policy has been adopted by the Board to ensure sustainable growth by implementing a proactive approach in reporting, evaluating and controlling / resolving risks associated with the business of the company. In order to achieve this, the Policy establishes a structured and disciplined approach to Risk Management, including the development of the risk areas, so as to guide decisions on risk related issues. 21. Declaration of Independence: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 issued thereunder and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. 22. Policy for determining Materiality: In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company has adopted this policy for determination of materiality based on the criteria mentioned in the said regulation (“Material Information”) and that the information has been and is being promptly forwarded to the Stock Exchange. 23. Policy on Preservation of Documents: In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Board has adopted this Policy for Preservation of Documents, as required under applicable regulations, adhering to the following mandatory provisions. To determine preservation period for records/documents based on their reference value and legal requirements. The following aspects are considered while arriving at the preservation period: • Company's own information retrieval needs (reference value) • Statutory requirements under respective statutes. Litigation requirements • To ensure easy retrieval. • To ensure that unwanted records do not occupy storage space. 24. Regulation 30(5)-Disclosure of events or information One or more Key Management Personnel would be authorized for the purpose of making disclosures to the Stock Exchanges under this Regulation and the contact details of such personnel shall be also disclosed to the stock exchange as well as on the website of the Company. 25. Archival Policy This Policy is framed in compliance of The Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (“LODR Regulations”) notification dated September 2, 2015 and other circulars as may be specified in this regard. This policy shall be effective from February 15, 2016. 26. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 states that: - I. That in the preparation of the accounts for the year ended 31st March 2016, the applicable accounting standards have been followed; ii. That appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review, as at 31-3-2016; Iii That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv That the annual accounts for the year ended 31st March, 2016 have been prepared on the basis that the Company is “Going Concern”. v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. vi. The directors, in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 27. Disclosure under Section 134(3)(m) of the Companies Act, 2013: The disclosure relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is not applicable. However, while developing the SRA Project and the sale of buildings the Company adopts basic environment friendly measures in it construction activities and endeavour to practice the sustainability measures to improve the livelihood of the society at large. 28. Listing on Stock Exchanges : Pursuant to the Reg. 109 – SEBI (ICDR) Regulation – 2009 (amendment) and SEBI (Listing Obligations and Disclosure Requirements) Regulations – 2015 which were notified on September 2, 2015 with the objective of bringing the framework governing the regime of listed entities in line with the Companies Act, 2013 and as per LODR 2015, a new Listing Agreement was executed with BSE Limited on 12 February, 2016. The Annual Listing Fee for the Financial Year 2016-17 has been duly paid within the stipulated time to BSE Limited. 29. Separate Meeting of Independent Directors: During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR), met separately and discussed and reviewed, inter-alia, the performance of Non-Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non-Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board that are necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting. 30. Dematerialization of shares: Members are aware that the company`s equity shares are under compulsory trading in dematerialized form for all categories of investors. 31. SHARES Buy Back of Securities The Company has not bought back any of its securities during the year under review. 32. Particulars of employees: The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31 March, 2016. On behalf of the Board of Directors Chairman Regd. Office: Marathon FutureX, N. M. Joshi Marg, Lower Parel (W), Mumbai 400013 Dated: 20 May, 2016 |