Mar 31, 2015
The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.
Financial summary or hiehlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements of the company.
Rs. In Lacs
Particulars 2014-2015 2013-14
Gross Income 99.51 0.00
Profit Before Interest and (39.66) (13.07) Depreciation
Finance Charges 0.03 0.02
Provision for Depreciation 0.27 1.35
Net Profit Before Tax (39.96) (14.44)
Provision for Tax 0 0
Net Profit After Tax (39.96) (14.44)
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Brief description of the Company's working during the vear/State of Company's affair
During the year under review the Company has total income of Rs. 99.51 (in lacs) as against previous year Rs. Nil, the same is on account of sales of its project of which the possession is handed over. However the company has posted net loss of Rs. 39.96 Lacs as against previous year loss of Rs. 14.44 Lacs, the same is due to decrease in company inventory.
Due to losses your directors regret to declare any dividend for the year under review.
There is no balance lying in unpaid equity dividend account.
There is no change in the share capital of the Company during the year.
Directors and Key Managerial Personnel
Mr. S. Vaidyanathan, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment, further during the year Mr. Nrupesh J Shah, Mr. Sanjaykumar M Lodha and Mr. Jitendra V Jain were appointed as additional director, you are requested to re-appoint them as regular director, beside Mr. Sandip Lavarde has been appointed as Chief Financial Officer of the Company with effect from 15th February, 2015.
Further during the year Ms. Amita Vishwavakarma also joined the board as additional director in order to meet the lady director requirement, however she has been resigned with effect from 17th July, 2015.
Particulars of Employees
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the designated officer and the same will be furnished on request.
Details of Sabsidiary/Joint Ventures/Associate Companies
The company doesn't have any subsidiary, joint venture and associates companies.
The Auditors, M/s Gupta Shyam & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of three years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 25th AGM.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company's construction business for the FY 2015-16.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. P. D. Pandya & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments. There are some adverse remarks in the report and their explanation as per the management are enclosed herewith.
Form for Appointment of Internal Auditor : Regarding not filing e-Form MGT-14 for internal auditor appointment, the Company will file the same at the earliest.
Default in Annual Fining for the Financial Year 2013-14: Regarding default in non filing of annual compliances for the financial year 2013-14, the Company will file the same at the earliest.
Form for Appointment of Statutory Auditor : Regarding not filing the e-Form ADT-1 for appointment of statutory auditor, the Company will file the same at the earliest.
Appointment of Company Secretary : The Company has tried to appoint the same but unable to find out the desirable candidate for the same, however company will appoint the same in short period.
Form for Appointment of Chief Financial Officer: Regarding not filing the e-Form MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.
Form for Appointment of Chief Financial Officer: Regarding not filing the Form e-MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.
Transaction of more then 2 % of Company total share capital : Regarding not filing the Form e-MGT-104 for transaction for more then 2 % of share capital, the Company will file the same at the earliest.
Annual Disclosure of shareholding of promoter and director under SEBI (SAST) Regulation, 2011 - The Company will submit the same with stock exchange the said disclosure at the earliest.
Functional Website : Regarding not having functional website company's website is under implementation and soon company will display the required information on its website.
Publication of Financial Results: In future Company will publish its financial results in desired newspaper.
Form for Director Report and Approval of quarterly financial results : Regarding not filing the Form e- MGT-14 for appointment of reports and quarterly results, the Company will file the same at the earliest.
Internal Audit & Controls
The Company appointed M/s. K. K. Biyani & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in over all operations of the company.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy will be uploaded on website of the Company once it is fully functional.
Risk Management policy
The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures..
Particulars of loans, guarantees or investments under section 186
The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.
Particulars of contracts or arrangements with related parties:
All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.
Your Directors draw attention of the members to Note 21 to the financial statement which sets out related party disclosures.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board. Internal Auditor monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Corporate Governance Certificate
As per Clause 49 of the Listing Agreement with the Stock exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.
Management Discussion and Analysis
As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors' Report.
The details pertaining to composition of audit Committee are included in the Corporate governance Report which forms part of this report.
Nomination & Remuneration Committee
The details pertaining to composition of Nomination & remuneration Committee are included in the Corporate governance Report which forms part of this report.
Stakeholder Relationship Committee
The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate governance Report which forms part of this report.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
No such order passed by the any of the regulatory authority or courts or tribunals.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act. 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
During the year under review, the Company has not carried out any manufacturing activity and hence fee Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.
Foreign exchange earnings and Outgo
During fee year, the total foreign exchange used was nil and the total foreign exchange earned was nil. Corporate Social Responsibility (CSR)
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy) Rules, 2014 are not applicable to the Company.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatÂ
(a) in fee preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at fee end of the financial year and of the profit and loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) fee 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.
(f) 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.
Listing with Stock Exchange
The Company confirms that it had paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Shareholders, Bankers, regulatory bothes and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.
For and on behalf of the Board of Directors
Place : Mumbai Kamlesh Desai Date: 4th September, 2015 Managing Director DIN No. 00079724
Mar 31, 2014
The Directors have pleasure in presenting the Twenty-Second Annual Report and Audited Accounts for the year ended 31st March, 2014.
(Rs. In Lacs)
Total Income 0.00 0.00
Total expenditure 13.07 15.96
Profit before Depreciation, Int. & Tax (13.07) (15.96)
Depreciation & Amortization 1.35 1.34
Interest 0.02 0.02
Profit before Tax (14.44) (17.32)
Provision for Taxation 2.86 0.63
Profit After Tax (17.30) (17.95)
Share Capital 445.83 445.83
The directors of the company has not recommend any dividend for the year.
During the year under review the Company has posted net loss of Rs. 17.30 Lacs as against previous year loss of Rs. 17.95, the same is to due to company project is under construction and expecting the same to complete the same in coming year. The management is confident in achieving better result in coming financial year.
A report on the corporate governance along with a certificate from the auditors of the company regarding the compliance of conditions of the corporate governance as stipulated under Clause 49 of the listing agreement is included and forms part of this annual report.
All Board members and senior management personnel have affirmed compliance with code of conduct for the year 2013-14. A declaration to this effect certified by the Chairman & Managing Director of the company is also attached in the annual report. The Chairman and the Finance Director of the Company have certified to the Board with regard to the financial statements and other matters as required under clause 49 of the listing agreement and the said certificate is also attached in the annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this annual report.
The company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.
INTERNAL CONTROL SYSTEM & THEIR ADEQUACY
The company has in place adequate systems of internal control that are commensurate with its size and nature of the business and documented procedures covering all financial and operating functions. The company being in real estate industry, it has in place clear processes and well-defined roles and responsibilities for its staff at various levels. The Management has a defined reporting system, which facilitates monitoring and adherence to the process and systems in place.
M/s Gupta Shyam & Co,, Chartered Accountants, Mumbai, Statutory Auditors of the company hold office up to the conclusion of this annual general meeting and are recommended for re-appointment for the next three financial years. The company has received a certificate under section 139 of the Companies Act, 2013 stating that the appointment, if made, will be within the limits as specified in that section.
M/s Gupta Shyam & Co., Chartered Accountants, Mumbai Auditors of the Company will retire from the office of the Auditors till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Gupta Shyam & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.
Your Directors refer to the observations made by the Auditors in their report and wish to state that the notes forming part of accounts are self explanatory and hence do not require any further comments.
Mr. Rajan ranadive and Mr. Sunil Kacha, Directors of the company, retire by rotation and being eligible offer themselves for reappointment. You are requested to reappoint them.
DIRECTOR RESPONSIBILITY STATEMENT
Your Director make the following statement to Section 217 (2AA) of the Companies Act, 1956:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) appropriate accounting policies had been selected and applied consistently and made judgments and estimates that are 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 of the company for that period;
iii) 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) the accounts has been prepared on going concern basis
PARTICULARS OF EMPLOYEES
Statement under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975, as amended by the Companies Amendment Act, 1988, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure is required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to the matters specified therein are not applicable to your company.
The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai for the Financial Year 2014- 2015 has been paid.
The Company confirms that the custodian charges due to National Securities Depository Ltd. and Central Depository Services (India) Ltd. have been paid for the financial year 2014-15 as applicable and payable as per SEBI circular in this regard.
Your Directors are pleased to place on record their deep appreciation towards the sincere services and co- operation extended by employees of the organization at all levels. They also wish to place on record their gratitude for the confidence placed in them by the banks & financial institutions they are associated with. Further, your Directors wish to thank the various regulatory authorities, business associates and clients for their valued co-operation.
By order of the Board For Sikozy Realtors Limited
Place : Mumbai Kamlesh Desai Dated : 3rd September, 2014 Managing Director DIN No. 00079724
Mar 31, 2012
The Directors have pleasure in presenting to you the 20th Annual Report together with the Audited Statement of Accounts o the Company for the financial year ended 31st March, 2012.
As members are aware that last year Company had purchased three projects and the same are under construction, therefore the expenses incurred on the same will be capitalized and finally adjusted the same once the sales has been started against these projects. Further during the Company has settled its term liability, therefore, there is a gross income of Rs. 22.91 lacs compare to previous year Rs. Nil. Further due to deferred tax assets Company has shown net loss of Rs. 57.62 lacs compare to previous year losses of Rs. 15.57 Lacs. However, the management is confident in achieving better result in coming financial year.
Rs. In Lacs
Particulars For the year ended on 31.03.12 31.03.11
Total Income 22.92 0.00
Total Expenditure 19.37 13.85
PBDIT 3.55 15.57
Non Cash Charges 1.34 1.72
Interest 0.01 0.00
PBT 2.20 (15.57)
Tax Provision / Deferred Tax 59.82 0.74
Profit / (Loss) After Tax (57.62) (14.84)
Equity Share Capital 445.83 370.83
Your directors do not recommend any dividend for the year.
Shri Kamlesh Desai and Shri Sunil Kacha, retire by rotation at the ensuing annual general meeting and offer themselves for re-appointment. You are requested to reappoint them. Further, during the year under review Shri Mukesh Padhya and Shri Parasmal Jain were appointed as additional director on 7th November, 2011. It would be in the interest of the company to appoint them as a regular director and therefore, you are requested to consider and approve the resolution of appointing them as regular director. Further Smt. Rasika Ranadive resigned from the board due to pre-occupation. Board wishes to express their sincere thanks for their contribution and support.
Your Company has not accepted any fixed deposit during the year under review which falls under the definition of Section 58 A of the Companies Act, 1956.
In terms of Listing Agreement with Stock Exchanges, the Company is required to comply with the Corporate Governance provisions and the Company is complied with the same and attached separate annexure for the same.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Clause 49 of the Listing, the Management Discussion and Analysis Report for the financial year ended on 31st March, 2012 is annexed to this report.
The Auditors M/s Gupta Shyam & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible offer themselves for reappointment. You are requested to consider their reappointment for the next financial year and fix their remuneration.
The Specific notes forming part of the Accounts referred to in the Auditors' Report are self-explanatory and do not require any further elucidation.
The shares of the Company are listed at the Bombay, Pune and Ahmedabad Stock Exchanges. The Company has paid the annual listing fees to Bombay Stock Exchange for the year 2012-2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :
1. that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures if any.
2. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial year and of the Profit & Loss of the Company for that period.
3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so to prevent and detect fraud and other irregularities.
4. that the Directors had prepared the accounts on a going concern basis.
A) Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not required to be given as there is no employee draw salary in excess of the limit specified in the said Section.
B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:
i) Part A relating to Conversion of Energy - The company engaged in construction activity therefore consumption of energy is not applicable.
ii) Part B relating to technology Absorption - Nil
iii) Foreign Exchange Earning and Outgo :- The Company has neither consumed nor earned any foreign exchange during the year under review.
SUB-DIVISION OF SHARES
The Sub-division of Equity Shares has been proposed with a view to broaden its Shareholders/ investors base by encouraging the participation of the retail investors and also with a view to increase the liquidity of the Equity Shares of the Company. Further, the proposed Sub-division of Shares will reduce the nominal value and trading price of each Share and increase the total number of Shares in the issue. The Board of the Directors at its meeting held on 27th August, 2012, recommended sub-division of each Equity Shares of the Company of the face value of Rs. 10/- each to the face value of Re.l/- each.
FURTHER ISSUE OF SHARES
During the year under review Company has issued 7,50,000 equity shares on preferential basis to other than promoters on preferential basis and completed the required formality as specified under Listing Agreement of stock exchanges.
Your Directors place on records their grateful appreciation for the assistance and co-operation received from banks, clients, staff and you the shareholders.
For and on behalf of the Board of SIKOZY REALTORS LIMITED
Managing Director Director
Place : Mumbai,
Dated : 27th August, 2012