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Directors Report of Citadel Realty & Developers Ltd.

Mar 31, 2015

Dear members,

The Directors take pleasure in presenting before the shareholders the 55th Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2015

1. Financial Highlights

Particulars Year ended Year Ended March 31, 2015 March 31,2014

Revenue from Operations - 126,10,026

Other lncome 59,913 -

Profit/Loss before Taxation (22,32,672) 9,30,750

Less: Taxation

* Current Tax - -

* Deferred Tax (4,72,143) 3,63,492

Profit / Loss after Tax (17,60,529) 5,67,259

Balance Carried to (17,60,529) 5,67,259 Balance Sheet

2. Operations:

During the year under review, the company posted a loss of Rs. 17.61 lacs as against a profit of Rs.5.67 lacs earned during the previous year.

As reported earlier, the company has made considerable progress in Slum Rehabilitation Project at Bhandup The Board of Directors are pleased to place before the members additional developments in its operations:

I. The company was hitherto jointly developing an area admeasuring 2159 sq. mtrs of slum property with Mr. Vaibhav Kokate. During the year the company has entered into a partnership with Mr. Kokate in a firm named Shree Swami Samrath Builders and Developers wherein the company has contributed to 50% of the capital of the partnership.

II. By virtue of a registered deed the company has transferred development rights pertaining to 2159 sq. mtrs owned by it to the partnership firm SSSBD. Mr. Kokate has also transferred land belonging to him into the partnership, In lieu of the company transferring the development rights it be entitled to a percentage of the saleable area post the merger of the two land parcels which would be delivered to the company post obtaining the Occupation Certificate by SSSBD.

III. Further the company is entitled to 50% share in the profits of the firm SSSBD less what it would have received during the pendency of the project.

3. Future Prospects:

There is tremendous growth potential in the area of redevelopment of slums. With acute scarcity of land in Mumbai Slum redevelopment offers considerable scope. With the handing over of the new houses developed and built up under the Slum Rehabilitation Project the Company has witnessed considerable inflow of enquiries for further projects relating to slum rehabilitation. These are being explored in detail.

4. 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.

5 Public Deposits:

The company has not accepted any deposits, covered under Chapter V of the Act,-

6. Particulars of Loans, Guarantees or investments:

The Company has not made investments and/or given loans, guarantees during the year under review.

7. Statutory Auditors:

Pursuant to Section 139 of the Companies Act 2013, M/s.Bipin Shah & Associates, Chartered Accountants, were appointed as the Auditors of the Company for a period of five years from the conclusion of the 54th Annual General Meeting. In terms of Section 139 of the Companies Act 2013 members need to ratify its appointment at the ensuing Annual General Meeting.

8. Auditors' Report

There are no qualification, reservation or adverse remark or disclaimer made by the auditor in their report.

9. Extract of the annual return

Extract of the annual return in Form No. MGT 9 is attached and forms part of the report. (Annexure -1).

10 Corporate Social Responsibility (CSR)

Provisions of CSR are currently not applicable to the company

11 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 the Listing Agreement 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.

12. Board of Directors:

A. Composition of the Board:

The composition of the Board is in conformity with Clause 49(H) of the Listing Agreement 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 independent directors, if the chairman of the board is an executive director. If the chairman is a non-executive director, 1/3rd of the Board should be independent directors.

As on 31st March, 2015 the Board comprised six Directors, of these, two are independent Directors.

B Changes in Directors and Key Managerial Personnel:

The Board of Directors have appointed Ms. Sonal M. Shah, having requisite DIN: 00199734 as the first woman director of the company with effect from March 25, 2015, in compliance of regulatory directive under Clause 49 of the amended Listing Agreement. Pursuant to Section 161 of the Companies Act 2013, read with the Rules framed there under, she shall hold the office up to the date of ensuing annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Notice along with the necessary deposit of Rs One lac has been received from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Ms. Sonal M. Shah as Director of the Company. Ms. Sonal M. Shah would be liable to retire by rotation in terms of Sections 149 and 152 of the Companies Act 2013.

Mr. S. Ramamurthi, 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, 2015 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:

27th May, 2014; 14thAugust, 2014; 5th November, 2014 and 13th February, 2015

Directors' attendance records:

Name of Director Designations No.of Category of Board Directorship Meeting attended

Mr. V.B.Haribhakti Chairman 4 Non-Executive Independent Director

Mr.S.Ramamurthi Non-Executive 4 Director promoter

Mr.Nilesh Dand Non-Executive 4 Director promoter

Mr.Chetan R. Shah Non-Executive 4 Director promoter

Mr.V.Ranganathan Non-Executive 4 Independent Director

Mrs.Sonal M.Shah* Non-Executive - Director-Promoter

* Mrs. Sonal M. Shah has been appointed Additional Director of the Company effective from 25th March, 2015.

13. 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.

14. Particulars of contracts or arrangements with related parties:

During the financial year no transactions fall under the purview of section 188 of Companies Act. 2013, hence it is not applicable.

15 Secretarial Audit Report

Secretarial Audit for the F.Y. 2014-15 was conducted by Mr.V. Nagarajan, Company Secretary in Practice 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).

16. 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.

17. Vigil Mechanism

Vigil Mechansim 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.

18. Risk management policy

Risk Management Policy has been adopted by the Board to ensure sustainable growth by implementing a pro-active 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.

19. Declaration of Independence:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

20. 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 2015, 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 31-3-2015;

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, 2015 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. Being a listed company, 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.

21. 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.

22. Listing:

The Equity Shares of the company are listed with the Bombay Stock Exchange Limited. The company has paid the Annual Listing fee for the year2014-15.

23. Dematerialization of shares:

Members are aware that the company's equity shares are under compulsory trading in dematerialized form for all categories of investors.

24. 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 31st March, 2015.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Regd. Office:

Marathon FutureX, N. M. Joshi Marg, Lower Parel (W), Mumbai 400013

Place: Mumbai Dated: 27th May, 2015


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting before the shareholders the 54th Annual Report together with the audited statement of accounts of the Company for the yearendedSf ''March, 2014.

FINANCIAL RESULTS:

During the year under review, the company posted a profit of Rs.5.67 lacs as against a profit of Rs.6.48 lacs earned during the previous year.

OPERATIONS:

As reported earlier, the company has made considerable progress in Slum Rehabilitation Project at Bhandup - details whereof are summarized hereunder:

i) The first phase of the Slum Rehabilitation project at Bhandup has been completed successfully and new houses were handed to the authorities concerned;

ii) In the sale building of the first phase Project around 18% of the construction activities has been completed;

ill) During the Financial year 2014-15 around 60% of the sale of building of the project is expected to be completed.

FUTURE PROSPECTS:

There is growth potential in the area of redevelopment of slums. With the handing over of the new houses developed and built up under the Slum Rehabilitation Authority the Company has witnessed considerable inflow of enquiries for further projects relating to slum rehabilitation.

DIRECTORS:

The Board of Directors has appointed Mr. V. Ranganathan as an Additional Director of the Company at their meeting held on the 7th February 2014. Pursuant to Section 161(1) of the Companies Act, 2013, he holds office up to the date of the ensuing Annual General Meeting. Notice along with the necessary deposit has been received from a member under Section 160 of the Companies Act 2013 proposing the appointment of Mr. V. Ranganathan as Independent Directorof the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. V. B. Haribhakti a Non-Executive Directorof the Company will be appointed as an Independent Director for a period of five years.

Mr. Nilesh D. Dand retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:-

i. That in the preparation of the accounts for the year ended 3f March 2014, 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 fortheyearunderreview,asat31-3-2014;

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, 1956 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 318l March, 2014 have been prepared on the basis that the Company is "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIESACT.1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is notapplicable.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from practicing Company Secretary is attached asAnnexure 1 to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provided in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, fortheyearended31stMarch,2014.

AUDITORS:

Pursuant to Section 139 of the Companies Act 2013, M/s.Bipin Shah &Associates, Chartered Accountants, being eligible, are to be appointed as Auditors of the Company for a period of five years from the date of this Annual General Meeting till the conclusion of the Fifty-Ninth (59*) Annual General Meeting subject however to the proviso that matters relating to such appointment have to be ratified at each Annual General Meeting. You are requested to appoint Auditors to hold office until the Fifty-Ninth Annual General Meeting and authorize the Board to consider and fix their remuneration.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Marathon FutureX, N. M.JoshiMarg, Lower Parel(W), Mumbai 400013

Place: Mumbai Dated: 27th May,2014


Mar 31, 2013

The Directors take pleasure in presenting before the shareholders the 53rd Annual Report together with the audited statement of accounts of the Company for the yearended3f''March,2013.

FINANCIAL RESULTS:

During the year under review the company registered a profit of Rs.6.48 lacs as against a profit of Rs 675.86 lakhs earned during the previous year.

OPERATIONS:

The company has made considerable progress in the joint development of the Slum Rehabilitation Project that it is undertaking in Bhandup. The rehabilitation building is completed in all respects which had resulted in a satisfactory execution of the SRA Project. The construction of the resale buiding is in progress and it is expected that it would successfully be completed by end oftheFinancialYear2015

FUTURE PROSPECTS

The Company foresees immense growth potential in redevelopment of slums. Overa hundred acre of land has been identified for development. With the handing over of the units developed and built up under the Slum Rehabilitation Project to the slum dwellers the performance of the Company has been admired by the inhabitants in and around the said project, resulting inflow of more enquiries from the public about possible redevelopment in the area.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Chetan R. Shah and Mr. Nilesh D. Dand, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirm :-

i. That in the preparation of the accounts for the year ended 31s'' March 2013, 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 fortheyearunderreviewasat31-3-2013;

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, 1956 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 3f March, 2013 have been prepared on the basis that the Company is a "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIESACT,1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable

CORPORATEGOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from Practicing Company Secretary is attached as Annexurel to this report.

PARTICULARSOF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provkied in Section 217(2A) read with the Companies (Particulars of Employees Rules1975fortheyearended318lMarch,2013.

AUDITORS:

The Auditors of the Company, M/s. Bipin Shah & Associates retire at this Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Regd. Office:

Marathon FutureX.

N. M. Joshi Marg,

Lower Parel (W).

Mumbai 400013

Place: Mumbai

Dated: 21st May, 2013


Mar 31, 2012

The Directors take pleasure in presenting before the shareholders the 52nd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

After very many years your company has posted a profit through its construction activity. This has been largely due to the support that it has received from the Marathon Group.

OPERATIONS:

Members were informed in the previous year about the Company jointly developing a project under the aegis of the Slum Rehabilitation Authority. During the year under review the Company has transferred 25% of the portion at prevailing market rates. It had realized revenues aggregating to Rs. 7.97 Crores and after deducting project relating expenses a profit has been generated.

In view of the carry forward of assessed losses available there is no Income Tax liability, whichever is lower.

FUTURE PROSPECTS

The Company sees considerable growth prospects in developing of slums and would concentrate on this segment. It would take about two years to complete the current project and the Company is confident of procuring further projects in this segment in nearby locations.

DIVIDEND

In view of the lack of distributable surplus, your directors regret their inability to recommend any dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.S. K. Diwanji and Mr. S. Ramamurthi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: -

i. That in the preparation of the accounts for the year ended 31st March 2012, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently & 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 -3-2012;

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, 1956 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, 2012 have been prepared on the basis that the Company is "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from Practicing Company Secretary is attached as Annexure 1 to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provided in Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975 for the year ended 31st March, 2012.

AUDITORS:

The current Auditors of the Company, Bipin Shah & Co., Proprietor firm, Chartered Accountants, is not seeking reappointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting. Notice has been received from a member under Sections 190 and 225 of the Companies Act, 1956 proposing the appointment of the M/s. Bipin Shah & Associates, Partnership firm, Chartered Accountants as Auditors of the company. M/s Bipin Shah & Associates, Partnership firm, Chartered Accountants by their letter dated 30th May, 2012, being eligible, have signified their consent to act as Auditors of the Company, if appointed, and to hold office from conclusion of the ensuing Annual General Meeting until conclusion of the next Annual General Meeting.

You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN.

Regd. Office: Marathon FutureX N. M. Joshi Marg Lower Parel (W) Mumbai 400013

Place: Mumbai Dated: May 30, 2012

 
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