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Directors Report of Country Condo's Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members of

M/s. COUNTRY CONDO''S LIMITED

The Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS:

(Rs, in Lakhs)

Particulars

Year ended 31.03.2018 (12 Months)

Year ended 31.03.2017 (12 Months)

Turnover

2381.91

2712.01

Profit / (Loss)

65.64

64.04

Balance brought forward

223.48

159.44

Balance carried forward

289.13

223.48

FINANCIAL PERFORMANCE OF THE COMPANY:

The Board would like to inform that the development of the Company''s real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of INR 2381.91 Lakhs and has achieved a Profit of Rs,65.64 Lakhs.

During this year the Company had a Net Profit of Rs,65.64 Lakhs. The Net Profits of Rs,65.64 has been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs,289.13 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

NUMBER OF MEETINGS OF THE BOARD:

5 (Five) Board Meetings held during the Financial Year 2017-18.

SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at Rs, 7,75,97,300/- (Rupees Seven Crore Seventy Five Lakh Ninety Seven Thousand Three Hundred Only) as on 31st March, 2018.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the management discussion and analysis is enclosed herewith.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Additional information as required u/s 134 of the Companies Act, 2013:

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31st March, 2018.

The information as per Section 134 of the Companies Act, 2013 has to be presented:

COUNTRYCONDOS

A. Conservation of energy:

(i) The steps taken or impact on conservation of Energy: The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(ii) Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology : No technology - indigenous or foreign is absorption - involved.

(ii) The benefits derived like product : Not applicable Improvement, cost reduction, product

Development or import substitution:

(iii) in case of imported technology : No technology has been imported during the (imported during the last three years year.

reckoned from the beginning of the Financial year)

(a) The details of technology imported : NIL

(b) The year of import : Not applicable

(c) Whether the technology been fully : Not applicable Absorbed

(d) If not fully absorbed, areas where : Not applicable absorption has not taken place, and

the reasons thereof;

(iv) The expenditure incurred on Research : NIL and Development.

C. Foreign exchange earnings and outgo:

2017-18 2016-17

Foreign Currency Earnings/Inflow NIL NIL

Foreign Currency Expenditure / Outflow NIL NIL

Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014:

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is enclosed as Annexure-I and forms part of this report.

PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: _____

Name of Director

Designation

Remune ration FY 17-18

Remune ration in FY 16-17

% of remune ration in 2018 as compared to 2017

Ratio of remuneration to MRE

D. Krishna

Vice-Chairman

39,60,000

39,60,000

0%

25.06

Kumar Raju

& CEO

Times

Key Managerial

Personnel other than Directors:

U. Gandhi

Chief Financial

29,25,000

29,25,000

0%

18.51

Officer

Times

J.Laxmikanth

Company

5,94,000

5,94,000

0%

3.75

Secretary

Times

1. The Median Remuneration of the employees of the Company during the financial year was Rs. 1,58,016/- Per Month.

2. In the financial year, there was no increase in the median remuneration employees.

3. There are 73 permanent Employees on the Rolls of the Company as on 31st March, 2018.

4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

5. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

6. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy.

Particulars of Employees receiving remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000/- or more per month are given below:

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt.Y.Manjula Reddy, Director of the Company who retire by rotation at the 31st Annual General Meeting and being eligible, offer herself for re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION

149 OF THE COMPANIES ACT, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2018, the applicable accounting standards have been followed;

(b) that the directors have 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 as at 31st March, 2018, and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;

(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company during the Financial Year 2017-18 which may have the potential conflict with the interest of the company at large.

Thus disclosure in Form AOC-2 is not required.

AUDITORS:

M/s. P C N & Associates (Formerly known as Chandra Babu Naidu & Co.,) Chartered Accountants, were appointed as Statutory Auditor of the Company in 30th Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 35th Annual General Meeting as per section 139 of Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

TYPES OF COMMITTEES:

The Company has 3 different Committees, they are:

a. Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members:

Name of the Member Category

1. Sri G. Venkateshwar Rao, Chairman Independent,

2. Sri S. Bal Reddy, Member } Non - Executive Directors

3. Sri A.VSB Laxmipathi Rao, Member j

Mr. J. Laxmikanth, Company Secretary has acted as the Secretary to the Committee.

b. Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the following members:

Name of the Member Category

1. Sri G. Venkateshwar Rao, Chairman I Independent,

2. Sri S. Bal Reddy, Member Non - Executive Directors

3. Sri A.VSB Laxmipathi Rao, Member J

The Company follows a policy on remuneration of directors and other senior managerial personnel''s. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same are given in the Corporate Governance Report.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category

1. Sri G. Venkateshwar Rao, Chairman J Independent,

2. Sri S. Bal Reddy, Member Non - Executive Directors

3. Sri A.VSB Laxmipathi Rao, Member j

Mr. J. Laxmikanth, Company Secretary has acted as the Secretary to the Committee.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Equity shares are listed at

1. BSE Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2018-19.

CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI, Listing Regulations, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.

SECRETARIAL AUDIT REPORT:

The Board of Directors has appointed M/s. Gopal Dhanaji & Associates, Company Secretaries represented by Mr. Gopal Biradar Dhanaji (Membership No. FCS 7676), Practicing Company Secretary, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2018 in compliance with the provisions of Section 204 of the Companies Act , 2013.

WUHIHIUUNUUS

The report of the Secretarial Audit Report by M/s. Gopal Dhanaji & Associates, Company Secretaries represented by Mr. Gopal Biradar Dhanaji, Practicing Company Secretary, in Form MR-3 is enclosed as Annexure - II to this Report.

The report on secretarial audit does not contain any qualification or adverse remark.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also Re-appointed M/s. Sankar & Raja, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

FIXED DEPOSITS:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2018 to the date of signing of the Director''s Report.

RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

MECHANISM FOR BOARD EVALUATION:

Regulations 27 of the SEBI, Listing Regulations states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013, Company does not have Subsidiary Company. Thus disclosure in Form AOC-1 is not required.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

OVERVIEW:

The Real Estate Sector is one of the most globally recognized sectors. Its impact on the overall economy has been deepening over the past few years, mainly because of the rising population on the demand side and enhanced government initiatives as an enabler. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy.

In India, real estate is the second largest employer after agriculture and is slated to grow at 30 percent over the next decade. It is also expected that this sector will incur more non-resident Indian (NRI) investments in both the short term and the long term. Bengaluru is expected to be the most favored property investment destination for NRIs, followed by Ahmedabad, Pune, Chennai, Goa, Delhi and Dehradun.

India''s rank in the Global House Price Index has jumped 13- spots to reach the ninth position among 55 international markets, on the back of increasing prices in mainstream residential sector.

The strength of the Indian economy and favorable demographics, coupled with the introduction of several growth-oriented reforms, are aiding real estate sector to attract higher investments. Indian real estate sector has begun to show signs of improvement with the total foreign direct investment (FDI) of $257 million in the first half of 2017, which is more than double the total FDI in the sector during the year 2016, according to the Economic Survey 2017-18. Private equity investments in the real estate sector have also increased from $0.9 billion in 2013 to over $5.9 billion in 2016, recording more than six-fold jump during this period, it said. The Economic Survey also stated that the real estate and construction sector will provide around 15 million jobs in next five years. The sector employed over 40 million workforce in 2013, and as per projections, it is slated to employ over 52 million workforce by 2017 and 67 million workforce by 2022.

GLOBAL ECONOMY:

The global real estate market is expected to generate a revenue of USD 4,263.7 billion by 2025, according to a new report by Grand View Research, Inc. due to the increasing demand for housing real estate space, rapid urbanization through migration in search for better amenities etc. Rapid economic development in the developing regions and countries like India, China, and many African countries have enhanced income levels and helped in the real estate market.

According to United Nations, approximately 50% of the population lives in urban areas and this figure is set to reach up to 65% in the forecast period owing to the migration into cities which turn into megacities with bustling urban amenities and lifestyle.

INDIAN ECONOMY IN REAL ESTATE:

India''s real estate sector is projected to reach $180 billion by 2020 from $126 billion in 2015, according to a joint report by CREDAI and JLL. Housing sector is expected to contribute around 11 per cent to India''s GDP by 2020. Investment inflows in the housing sector since 2014 have been Rs 590 billion, about 47 per cent of the total invested money in real estate, it said.

New housing launches across top seven cities in India increased 27 per cent year-on-year in January-March 2018.

India is expected to witness an upward rise in the number of real estate deals in 2018, on the back of policy changes that have made the market more transparent.

Sectors such as IT and ITeS, retail, consulting and e-commerce have registered high demand for office space in recent times. Office space demand in the country increased 23 per cent year-on-year in January-March 2018 with office space absorption at 11.4 million square feet during the quarter. Private equity inflows in office and IT/ITES real estate have grown 150 per cent between 2014 and 2017 backed by a strong attraction towards office sector.

GOVERNMENT INITIATIVES

The Government of India along with the governments of the respective states has taken several initiatives to encourage the development in the sector. The Smart City Project, where there is a plan to build 100 smart cities, is a prime opportunity for the real estate companies. Below are some of the other major Government Initiatives:

1. Pradhan Mantri Awas Yojana

Some of the recent reforms and policies taken by the Government of India related to real estate sector include the Pradhan Mantri Awas Yojana (PMAY) with the government sanctioning over 3.1 million houses for the affordable housing segment in urban regions till November 2017. Of this, about 1.6 million houses have been grounded and are at various stages of construction, and about 0.4 million houses have been built under the mission.

2. PPP policy for affordable housing

PPP policy for affordable housing was also announced on 21st September 2017 for affordable housing segment to provide further impetus to the ambitious ''Housing for all by 2022'' mission.

3. Real Estate (Regulation & Development) Act, 2016

With the enactment of Real Estate (Regulation & Development) Act, 2016, it is anticipated that accountability would lead to higher growth across the real estate value chain, while compulsory disclosures and registrations would ensure transparency.

GROWTH, OPPURTUNITIES AND CHALLENGES:

The year 2017 as we all know has set a new benchmark for the Indian real estate sector. The implementation of demonetization in November 2016 had the entire economy reeling until the first quarter of 2017 and the realty segment was not pardoned either, with land sales reaching stagnation due to more involvement of cash transactions. However, this eventually helped reduce land prices thereby making the end products more affordable to the consumers. By April 2017, when the markets were looking to stabilize, RERA and GST were announced in succession which again caused some inertia due to confusion among buyers and developers alike, with both awaiting the final set of RERA notifications/legislation from their respective state regulatory bodies.

OPPORTUNITIES: 1. Different Tax Incentives:

Government is doing its best to help the boost of ''reasonable housing'' through different tax incentives and different changes. This will likewise accompany 4% of subsidy, additionally improving the methods of purchasing and offering of a home. As of not long ago, buyers and additionally developers were imposed with numerous duties, for example, service tax, VAT, and excise duty which shifted from state to state. The lack of clarity and high costs deterred them from investing in it. Nonetheless, with the current execution of a standard tax (GST of 12%), the situation is set to change soon.

2. Past year changes to shape what''s to come:

There have been many changes set by the legislature, including RERA and GST which will influence the market in 2018 as well. For both, home buyers and builders, these changes will create a different outlook on how business is done. There were some unavoidable issues for home buyers when it came to investing in under-developed projects, but now with full transparency, home buyers and designers can have a simple business.

3. PMAY to take care of housing for all:

The yearning design of the Prime Minister to construct homes for all by 2022 will definitely get a noteworthy change financially with $1.3 trillion. This will make 60 million new houses and 2 million occupations throughout the following 4-5 years. Each task is presently getting enrolled under PMAY conspire; the urban real estate segment will see a significant lift in 2018. Affordable housing could rise as the characterizing pattern in 2018.

4. Clean Capital:

Because of the absence of transparency in the area, it was hard to get a spotless capital from monetary foundations. In any case, circumstances are different since RERA and Demonetization have had an impact as there has been an entire change in the process of purchasing and offering of a home. Investors and monetary foundations have opened up the road for clean capital. This unquestionably demonstrates the positive picture in 2018.

CHALLENGES AND THREATS:

1. Job loss in other sectors affect the Indian real estate sector majorly:

People earning in the bracket of Rs. 2 million and Rs. 8 million per annum are the major investors in the Indian real estate sector. They thus make up for a huge portion of the factors responsible in the sector''s growth. Most people in this category are employees in IT and other service sector companies. According to IIFL (2017) India''s IT and BPO sector employs over 4 million people. However, recently according to many reports, employees working in the middle management of these industries are at a higher risk of job loss due to increased automation and artificial intelligence tools (Money Control, 2017). This affects their ability to purchase a premium or mid-premium house. Thus the issue of job loss has hit the sector directly, and demand for housing will continue to drop (particularly in cities) as a result.

2. Inventory pile-up in the Indian real estate sector:

The pile up has been caused due to a number of reasons like fall in demand, litigation issues, failure to deliver projects on time, poor planning, etc. This has resulted into 2,50,000 units of unsold residential houses in Delhi-NCR alone. Most of the builders consider unsold flats as work in progress but until the property is sold, they have to pay high interest rate. This also delays launch of new projects.

3. Low rental yield from the Indian real estate sector

Rental yields in India is among the lowest in the world at 2.2% (Equity master, 2016). This makes buyers looking for property only as investment somewhat skeptical of purchasing. Also gross rental income in the major cities Mumbai, New Delhi, and Bangalore are quite poor despite a consistent rise in property prices (Shanu, 2016; Singh, 2017). This indicates that real estate in India is overpriced in some locations, making it a dull investment option. Thus low rental yield is a major challenge for real estate.

4. High interest rate :

While compared to countries such as USA and the UK, India''s banks are found to give loans at 7-8% higher rates. Currently the rate of interest hovers around 10% which is 3-4 times higher than the interest rate charged by US banks for purchasing a property (IBEF, 2008). The higher the interest rate the lower the demand for property, causing a ripple effect.

5. Difficulty in getting bank loans and delay in possession:

Home loan seekers commonly face difficulties in procuring a loan from banks and non-banking financial institutions (NBFCs). The top reason is facing rejection of application due to lack of knowledge about documentation and lack of required credit score. Another reason is lack of required sum for down payment on the loan. Furthermore, dilemma in choosing the interest rate, time taken for property evaluation and the lengthy loan disbursement process (Financial Express, 2016). In most cases banks approve loans quickly, they take much longer to disburse the loan. During this period customers are faced with increased costs and waning interest on the property. Despite the launch of friendly mobile applications and instant customer service, this issue remains grave in the financial sector.

RISKS AND CONCERNS:

1. Changing demographics -- aging and urbanizing populations are changing competitive dynamics and creating new markets in real estate.

2. Pricing uncertainty -- with few transactions taking place in the real estate market, valuations are a problem for existing owners, as well as buyers and sellers.

3. Global economic and market fluctuations -- Due to capital flows and business expansion, the real estate industry has become a truly global industry and, as such, is increasingly susceptible to global market fluctuations.

4. Economic vulnerability and regulatory risks in developing markets -- developing markets are a key focus for global real estate firms but regulatory risk in these markets is constantly changing as authorities seek to jump start economies.

OUTLOOK

2018 is expected to be a year of consolidation of products and services in the sector - with the impacts of all policy initiatives taken in 2016-17 beginning to take shape in the coming year. More joint ventures/joint developments will be the order of the day with financially distressed developers being taken over by larger players and presenting the industry with a fresh line up of competitors. Completion of existing projects will be prioritized over launching new ones, hence, 2018 looks promising for a good supply of houses across major Indian markets. In order to achieve this, developers will be remodeling their business processes to streamline delivery and allied services, without stretching themselves too much in terms of debt or scope of work.

The Government''s efforts to boost "affordable housing" by conferring "infrastructure status" to this segment and announcing various tax incentives will continue to attract more prominent developers to realign their products to compete in this category. The Union Cabinet''s decision to increase the carpet area of affordable units to 120 sq.m and 150 sq.m for MIG-I (income category 6-12 Lakhs per annum) and MIG-II (income category of 12-18 Lakhs per annum) segments respectively, coupled with an interest subsidy of up to 4%, will benefit both buyers and sellers as options increase for the former and inventories are cleared for the latter. Affordable housing will therefore become an important segment in every developer''s portfolio in 2018. Developers could also be focusing on their niche expertise in the new year, specializing in the various segments of real estate, e.g., plotted developments, residential projects, townships, and commercial spaces; and hence, specialist service providers could be emerging in each of these categories.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system, corresponding with the size and nature of its business. The system of internal control is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Company has an Internal Auditor who oversees the entire internal audit function. However, given the size of its operations in terms of nature of its business, it also uses services of independent audit firms to conduct periodic internal audits in line with an audit plan that is drawn at the beginning of the year. This audit plan, prepared by the Internal Auditor, is approved by the Audit Committee and the Board of Directors.

Internal audit reports are placed periodically before the Audit Committee of the Board of Directors, which reviews the adequacy and effectiveness of the internal control systems and suggests improvements for strengthening them.

SEGMENT WISE PERFOMANCE:

The Company is primarily engaged in the business of sale of Plots under Real Estate & rendering Hospitality Services to its Mysore Road Club located at Bengaluru in India. As such, the Company operates in a two segments namely Real Estate Segment and Hospitality Segment.

As per Accounting Standard 17 on Segment Reporting, the Board would like to inform that under the real estate segment total Revenue was Rs. 2141.91 Lakhs only & Hospitality segment total Revenue was Rs. 240.00 Lakhs only. The Total Profit Before Tax for the Company was Rs. 87.38 Lakhs only & Total Profit After Tax for the Company was Rs. 65.64 Lakhs only.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE OF THE COMPANY:

The Company achieved a turnover of Rs. 2381.91 Lakhs only and The Total Profit Before Tax for the Company was Rs. 87.38 Lakhs only & Total Profit After Tax for the Company was Rs. 65.64 Lakhs only.

HUMAN RESOURCES

Given the highly specialized nature of the Company''s business and the large number of locations where it operates, attracting and nurturing the right talent is at the core of your Company''s strategy for success and growth. Accordingly, the HR function is organized into three key areas: customer acquisition, resort operations and corporate functions. During the year, focus was on building capabilities through a structured approach to drive the Company''s performance. This encompassed implementing changes across all components of the HR function: recruitment, employee engagement, reward and recognition, skill upgrading, talent management, organizational culture and employee relations. The Company organizes a TOP GUN training program where promising young employees are trained to become next level managers. There are 73 permanent Employees on the Rolls of the Company as on 31st March, 2018.

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no fresh loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

THE DETAILS OF THE EXISTING GUARANTEES ARE GIVEN BELOW:

a) The Company has given the Corporate Guaranty to Vijaya Bank, Bank of India and Union Bank of India in respect of Term Loan availed by M/s. Country Club Hospitality & Holidays Limited.

The details of the Property given as Collateral securities are as follows.

Company''s Immovable property situated at No.20/1-524, Sy No: 20/1, Geddanahalli, Attibele Hobli, Anekal Taluk, Bangalore District Pin-562107.

b) The Company has given the Corporate Guaranty to Central Bank Of India in respect of Term Loan availed by M/s. Country Club Hospitality & Holidays Limited.

The details of the Property given as Collateral securities are as follows.

Company''s Immovable Property Situated at Sy No:101/3,102/3,103/1,103/2 & 103/17, Kumbalgodu, Kengeri Hobli beside Mc.dowell Unit near Mysore Road under BBMP, Bangalore.

ACKNOWLEDGEMENTS:

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

For COUNTRY CONDO''S LIMITED

PLACE: HYDERABAD Y. SIDDHARTH REDDY D. KRISHNA KUMAR RAJU

DATE : 13-08-2018 VICE-CHAIRMAN & DIRECTOR VICE-CHAIRMAN & CEO

DIN: 00815456 DIN:00115553


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013 (12 Months) (12 Months) Turnover 803. 24 672.12

Profit / (Loss) 5500 8187

Balance brought forward 183.83 101.96

Balance carried forward 238.83 183.83

FINANCIAL PERFORMANCE OF THE COMPANY

The Board would like to inform that the development of the Company''s real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs. 803.24 Lakhs comparing Last years Rs. 672.12 Lakhs only and has achieved a Profit of Rs. 55.00 Lakhs, Further, other income of Rs. 5.55 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs. 55.00 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs. 238.83 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs. 7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2014.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Ener : The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b)(i) Technology : No technology either indigenous Absorption, adaptation or Foreign is involved. and innovation

(ii) Research and : No research and Development has been Development (R & D) carried out.

(b) Foreign exchange : NIL earnings

Foreign exchange : NIL out go

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2013-14, there was no change in the constitution of the Board of Directors.

Sri V. K. Ramudu, retires by rotation at the ensuing 27th Annual General Meeting and being eligible offer himself for re-appointment as an Independent Director of the Company to hold office for a term upto five consecutive years commencing from 30th September, 2014, not liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri P. V. V. Prasad, Sri G. Venkateshwar Rao, Sri S. Bal Reddy, Sri A. VSB Laxmipathi Rao & Sri V K Ramudu, has been appointed as Independent Directors on the Board of the Company for a term upto five consecutive years, commencing from 30th September, 2014 not liable to retire by rotation.

In accordance with the Provision of Section 161 of the Companies Act, 2013, read with Article 141 of Articles of Association of the Company, Smt. Y Manjula Reddy, who was appointed as Additional Director of the Company on 29th May, 2014, has been proposed to be appointed as a director of the Company whose office is liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri Y Rajeev Reddy, has been proposed to be re-appointed as Non-Executive Chairman of the Company for a period of 5 (five) years with effect from August 10, 2014.

In accordance with the Provision of the Companies Act, 2013, Sri Y Siddharth Reddy & Sri Y Varun Reddy, has been proposed to be re-appointed as Non-Executive Vice-Chairman & Director of the Company whose office is liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri D. Krishna Kumar Raju, has been proposed to be re- appointed as Vice-Chairman & Chief Executive Officer of the Company for a period of 5 (five) years with effect from August 10, 2014.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Gopal Dhanaji, Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated September 12, 2013, the Securities Contracts (Regulation) Act, 1956 and Depositories Act, 1996, all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreements entered with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment to hold office from the conclusion of this AGM to the Conclusion of the Third consecutive AGM.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility U/s 141 of the Companies Act, 2013. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) In the preparation of the Annual Accounts ending 31-03-2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 the end of the financial year and of the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient care 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;

iv) The Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Board has taken a decision in its Board Meeting held on 5th March, 2014 to delist the Securities of the Company from the DSE, since it does not have nationwide trading terminals.

The Company has received the approval to delist its securities from Delhi Stock Exchange Limited, New Delhi Vide their Letter Reference No. DSE/LIST/8824/0073/0106 Dated April 26, 2014. The Copy of the same is available for the Inspection of the Members at the 27th Annual General Meeting of the Company.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2014-15.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-20%.

ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board For COUNTRY CONDOS LIMITED

PLACE: HYDERABAD Y RAJEEV REDDY Y SIDDHARTH REDDY DATE : 13-08-2014 CHAIRMAN&MANAGINGJOINT MANAGING DIRECTOR & DIRECTOR CEO


Mar 31, 2013

To, The Members of M/s. COUNTRY CONDO''S LIMITED

The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs) Particulars Year ended 31.03.2013 Year ended 31.03.2012 (12 Months) (12 Months)

Turnover 672.12 462.83

Profit / (Loss) 81.87 72.38

Balance brought forward 101.96 29.58

Balance carried forward 183.83 101.96

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is glad to inform that the development of the Company''s real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs.672.12 Lakhs comparing Last years Rs.462.83 Lakhs only and has achieved a Profit of Rs.81.87 Lakhs as against the Profit of Rs.72.38 Lakhs for the previous year, which is in excess of the last year profit, Further a lease rent income of Rs.10.79 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs.81.87 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs.183.83 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2013.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved. (ii) Research and Development (R & D): No research and Development has been carried out.

(b) Foreign exchange earnings : NIL Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2012-13, there was no change in the constitution of the Board of Directors.

Sri P.V.V Prasad, and Sri A. VSB Laxmipathi Rao, retires by rotation at the ensuing 26th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 sate of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in “Annexure “A” to this Report.”

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-25%.

ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

For COUNTRY CONDO''S LIMITED

PLACE : HYDERABAD Y. RAJEEV REDDY Y. SIDDHARTH REDDY

DATE : 30-05-2013 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CEO


Mar 31, 2012

To, The Members of M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended 31.03.2012 Year ended 31.03.2011 (12 Months) (12 Months)

Turnover 462.83 359.35

Profit / (Loss) 72.38 24.93

Balance brought forward 29.58 4.64

Balance carried forward 101.96 29.58

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is glad to inform that the development of the Company's real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs.462.83 Lakhs comparing Last years Rs.359.35 Lakhs only and has achieved a Profit of Rs.72.38 Lakhs as against the Profit of Rs.24.93 Lakhs for the previous year, which is three times in excess of the last year profit, Further a lease rent income of Rs.7.24 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs.72.38 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs.101.96 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2012.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2011-12, there was no change in the constitution of the Board of Directors.

Sri D. Krishna Kumar Raju, Sri G. Venkateshwar Rao and Sri S. Bal Reddy, retires by rotation at the ensuing 25th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 sate of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GUARANTEE

During the Year FY 2011-12, Your Company has given Corporate Guarantee and Mortgaged their properties for the loans taken M/s. Country Club (India) Limited, an Associate Company, from Banks and Financial Institutions namely, Vijaya Bank, Bank of India, Union Bank of India and Karvy Financial Services Limited. The terms and conditions of the loan agreement are not prejudicial to the interest of the Company and its shareholders.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-25%.

ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

for and on behalf of the Board

for COUNTRY CONDO'S LIMITED

PLACE : HYDERABAD

DATE : 03-09-2012

Y. Rajeev Reddy Y. Siddharth Reddy

Chairman & Managing Director Joint Managing Director & CEO


Mar 31, 2011

The Members of

M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Year ended Year ended Particulars 31.03.2011 31.03.2010 (12 Months) (12 Months)

Turnover 359.35 117.07

Profit / (Loss) 37.65 32.46

Balance brought forward 4.64 (18.16)

Balance carried forward 29.58 4.64

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that the development of the Company's real estate and construction activities are grown and has achieved a Turnover of Rs.359.35 Lakhs comparing Last years Rs.117.07 Lakhs only and has achieved a Profit of Rs.37.65 Lakhs as against the Profit of Rs.32.46 Lakhs for the previous year which includes a lease rent income of Rs.28.44 Lakhs which has been occurred after successful amalgamation of M/s. Country Club Bangalore Limited with the Company.

During this year the Company had a Net Profit of Rs.24.93 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently The accumulated P&L Account Surplus is Rs.29.58 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, etc.,

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2011.

FORFEITURE OF 1,70,00,000 WARRANTS ISSEUD TO PROMOTERS

Your Company has forfeited 1,70,00,000 convertible share warrants of Rs.10.64/- each on 24th February, 2011 which has been issued to Promoters of the Company on 24th August, 2009. As the said warrants was required to be converted into fully paid up equity shares within 18 months from the date of issue and was not Converted within due date, henceforth forfeited. As the said promoters and promoter group has failed to exercise the warrants, they shall be ineligible for issue of equity shares or convertible securities or warrants for a period of one year i.e., till 24th February, 2012 from the date of cancellation of the warrants (i.e., 24th February, 2011).

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R&D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL

Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2010-11, there was a change in the constitution of the Board of Directors.

Sri Y. Varun Reddy, Sri A. VSB Laxmipathi Rao and Sri VK Ramudu, retires by rotation at the ensuing 24th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31 -03-2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 the end of the financial year and of the Profit of the Company for that period;

Hi) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and cooperation for the performance and growth of business during the year.

ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

for and on behalf of the Board

for COUNTRY CONDO'S LIMITED

Y. Rajeev Reddy Y. Siddharth Reddy

Chairman & Managing Director Joint Managing Director & CEO

PLACE : HYDERABAD

DATE : 05-09-2011


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended 31.03.2010 Year ended 31.03.2009

(12 Months) (12 Months)

Turnover 117.07 101.28

Profit / (Loss) 32.46 8.94

Balance brought forward (18.16) (1489.13)

Balance carried forward 4.64 (18.16)

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that the development of the Companys real estate and construction activities are grown and has achieved a Turnover of `117.07 Lakhs comparing Last years `101.28 Lakhs only and has achieved a Profit of `32.46 Lakhs as against the Profit of `8.94 Lakhs for the previous year which includes a lease rent income of `14.22 which has been occurred after successful amalgamation of M/s. Country Club Bangalore Limited with the Company.

The Company had incurred losses from several years, however, during this year the Company has written off all of its accumulated losses of previous years and after writing off, all its losses the Company had a net Profit of `4,64,541. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, etc.,

SHARE CAPITAL

INCREASE OF AUTHORISED SHARE CAPITAL

Your Company has increased the Authorised Share Capital to `35,00,00,000/- (Rupees Thirty Five Crores Only) divided into 35,00,00,000 (Thirty Five Crores) Equity Shares of `1/- (Rupee One) each.

ISSUE OF BONUS SHARES

Your Company has issued Bonus Shares on 08th September, 2009 in the ratio of 2:1 out of Securities Premium Account up to the tune of `3,23,98,200/- after taking your approval at 22nd Annual General Meeting held on 10th August, 2009. The total no. of shares after Bonus issue is 4,85,97,300 equity share of `1/-each amounting to `4,85,97,300/-.

ISSUE OF WARRANTS ON PREFERENTIAL BASIS

Your Company has issued convertible warrants to finance its expansion and acquisition plans. 1,70,00,000 share warrants of `10.64/- each to be converted into equity shares of `1/- each at a premium of `9.64/- has been issued on 24th August, 2009 after taking your approval at 22nd Annual General Meeting held on 10th August, 2009. The said warrants is required to be converted into fully paid up equity shares within 18 months from the date of issue i.e., on or before 23rd February, 2011 or else will be forfeited.

AMALGAMATION OF M/S. COUNTRY CLUB BANGALORE LTD WITH THE COMPANY

As you are aware that the Company had obtained your approval at the Court Convened Extra – Ordinary General Meeting held on 20th March, 2010 for approving the Scheme of Amalgamation of M/s. Country Club Bangalore Limited with the Company (ie., M/s. Country Condos Limited). In this regard the Honble High Court of Andhra Pradesh has approved the Scheme and passed the Order on dated 29th April, 2010 vide CP No.61 & 62 of 2010 and obtained certified copy of the order on dated 15th June, 2010. The Swap ratio for allotment of shares is 5:29 i.e. for every 5 shares of Country Club Bangalore Limited 29 shares of Country Condos Limited is recommended fair for appointed date 1st October, 2009. Accordingly 2,90,00,000 shares @ `1/- amounting to `2,90,00,000 has been issued by the Company on 16th July, 2010. Later the Company has obtained the necessary Trading and Listing approvals from M/s. Bombay Stock Exchange Limited, Mumbai on 5th August, 2010, M/s. National Stock Exchange of India Limited, Mumbai on 6th August, 2010 and M/s. Delhi Stock Exchange Limited, New Delhi on 30th August, 2010.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation: No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL

Foreign exchange out go : NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of `24,00,000/ - or more per annum or `2,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2009-10, there was a change in the constitution of the Board of Directors.

Sri G. Venkateshwar Rao, Sri S. Bal Reddy, Sri A. VSB Laxmipathi Rao and Sri VK Ramudu were appointed as Directors of the Company whose office were liable to retire by rotation by regularizing them in the 22nd Annual General Meeting.

The Appointment of Sri Y. Rajeev Reddy, Sri Y. Siddharth Reddy and Sri Y. Varun Reddy have been approved by the members through postal ballots & at 22nd Annual General Meeting in terms of Regulation 12 of SEBI (SAST) Regulations, 2000.

Sri Ch. Srinivas and Sri P. Krupavaram tendered their resignation from the Director of the Company which was accepted by the Board in its meeting held on 6th July, 2009 and Sri D. Sree Rama Raju tendered his resignation from the Managing Director of the Company which was accepted by the Board in its meeting held on 23rd September, 2009.

Sri Y. Siddharth Reddy, Sri G. Venkateshwar Rao and Sri S. Bal Reddy, retires by rotation at the ensuing 23rd Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 the end of the financial year and of the Profit of the Company for that period;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and cooperation for the performance and growth of business during the year.

ACKNOWLEDGEMENTS

Your Directors thank the Companys customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

FOR AND ON BEHALF OF THE BOARD

for COUNTRY CONDOS LIMITED

PLACE : HYDERABAD

DATE : 04-09-2010

Y. RAJEEV REDDY Y. SIDDHARTH REDDY CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CEO

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