Directors Report of Real Eco-Energy Ltd.
Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:_
|
Financial Results |
(Rs. in Lacs) |
|
|
Particulars |
Year ended 31-03-2018 |
Year ended 31-03-2017 |
|
Revenue from Operation |
- |
365.43 |
|
Other Income |
23.09 |
104.52 |
|
Total Revenue |
23.09 |
469.95 |
|
Changes in Inventories of finished goods, work-in- progress |
- |
(92.82) |
|
Depreciation & Amortization Exp. |
637.63 |
133.22 |
|
Other Expenses |
112.24 |
599.17 |
|
Profit/(Loss) Before Tax |
(726.78) |
(169.62) |
|
Deferred Tax |
117.69 |
73.79 |
|
Profit/(Loss) After Tax (PAT) |
(609.09) |
(243.41) |
2. STATE OF COMPANY''S AFFAIRS:
Income of the Company though decreased from Rs. 4,69,94,893/- to Rs. 23,09,632/- as compared to previous year. The Board of Directors of the Company is continuously making efforts for the growth of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, the loss incurred during the year is being adjusted against the Reserves during the financial year.
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 25,00,00,000/- (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. The paid up share capital of the company is Rs. 20,00,00,000/- (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) equity shares of face value of Rs.10/- (Rupees Ten) each.
5. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. POSTAL BALLOT:
During the year 2017-18, the Company had obtained the approval from the Shareholders through Postal Ballot including voting by electronic means for the following purposes:
O Insertion of new object clause of Energy Management & their products, by-products and other related services in the main object clause of the Memorandum of Association of the Company and other alterations in MOA as per the Companies Act, 2013.
O Adoption of new set of Articles of Association pursuant to the Act primarily based on the Form of Table F as per provisions of section 5 and 14 of Companies Act, 2013 (''the Act''), Schedule I, read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions
To carry out the entire E-voting process in fair and transparent manner, the Company had appointed Mr. Chintan K. Patel, Practicing Company Secretary to act as a Scrutinizer. On 30th October, 2017, the result for the resolutions passed through Postal Ballot has been declared by the Company.
7. APPOINTMENT OF AUDITOR:
Extra Ordinary General Meeting (EOGM) of the Company was held on 7th April 2017 for the appointment of M/s. V. D. Shukla & Co., Chartered Accountants (Firm Registration No. 110240W), Ahmedabad, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. G M C A & Co., Chartered Accountants (Firm Registration No. 109850W).
At the Annual General Meeting held on 27th September, 2017, appointment of M/s. V. D. Shukla & Co., Chartered Accountants (Firm Registration No. 110240W), was sanctioned with the approval of members of the Company and resolution was passed to appoint them for the period of 5 years till the conclusion of the Annual General Meeting to be held in 2022.
8. FUTURE OUTLOOK:
The comprehensive financial system continues to remain under pressure from the enduring political, rule and financially viable uncertainties around the world. However, it is probable that the universal development should stabilize in future. There is cut throat competition in the field of our operating industry and to alleviate the same, administration had adopted defensive approach in order to maintain the market share of your Company. Management is of the observation that the Company will accomplish prosperity in approaching fiscal.
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided as under:
A. Conservation of Energy
Your Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation as under:
- Adoption of LED light technology in office premises to reduce the power consumption;
- Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption;
B. Technology Absorption (Research and Development)
The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.
C. Foreign Exchange Earnings and Outgo
During the period under review, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No such as Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
11. DETAILS OF SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS:
During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2018, which would impact the going concern status and future operations of your Company.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence, details relating to Subsidiary Company are not provided for.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
Your Company''s Board is duly constituted which is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.
During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
Board meeting dates were finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
15. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31, 2018 is annexed to the Board''s Report and marked as ANNEXURE-II.
16. INSURANCE:
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
The Company has not entered into any contract or arrangement with related party which is not at arms'' length requiring approval of shareholders in the general meeting as required under Section 188 (1) of the Companies Act, 2013and thus disclosure in Form AOC-2 is not required.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.
19. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Bhavna N. Ayer (DIN: 02013477) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers herself for re-appointment.
The Company had, pursuant to the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Stock Exchanges, Mrs. Bhavna N. Ayer (DIN: 02013477), and Mr. Hitesh Aahir (DIN: 02013500), as an Independent Directors of the Company.
There is no change in the constitution of Board of Directors during the year.
Further the constitution of the Board of Directors changed after the close of financial year 2017-18. Mr. Paresh Pravinchandra Joshi resigned from the post of Independent Director of the Company w.e.f. 2nd August 2018. Moreover, Mr. Jayesh Jayantilal Pandya was appointed as an Additional Independent Director w.e.f. 14th August, 2018 and Mrs. Hina S. Patel was appointed as an Additional Non- Executive and Non-Independent Director w.e.f. 14th August, 2018
In accordance with the provisions of section 149 of the Act, Mr. Jayesh J. Pandya and Mrs. Hina S. Patel are proposed to be regularized as Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
The Board of Directors had appointed Mr. Dharm S. Patel as Managing Director of the Company, as required under Section 203 of the Companies Act, 2013, the Company will have Mr. Dharm S. Patel under Key Managerial Personnel of the Company subject to approval of the Members of the Company; the resolution for the same has been proposed in the notice of the ensuing Annual General Meeting.
20. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
21. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.
22. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2018.
23. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under the review on 29th March, 2018.
24. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.
There are currently Three Committees of the Board, as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders'' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
25. AUDITORS:
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. V. D. Shukla & Co., Chartered Accountants, (Firm Registration No.: 110240W) was appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting in the year 2017 till the conclusion of the Annual General Meeting to be held in the year 2022.
The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. GMCA & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.
The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. V. D. Shukla & Co., Chartered Accountants, (Firm Registration No.: 110240W) that their appointment, if made, would be in conformity with the limits specified under the Act and that they are not disqualified for their appointment.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2017-18 and to submit Secretarial Audit Report in Form No. MR -3.
A copy of the Secretarial Audit Report received from M/s. Patel & Associates in the prescribed Form No. MR-3 is annexed to this Board''s Report and marked as Annexure IV is self-explanatory and therefore do not call for any further comments.
There is no qualification, reservation or adverse remark in the report.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of internal audit function, process owners undertake counteractive action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
27. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
29. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
30. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable IND AS 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 31st March, 2018 and of the profit and loss 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 Companies Act, 2013 and Rules made thereunder 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; and
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. 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.
31. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.
Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure V.
32. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, attached herewith as Annexure VI.
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization. The Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
34. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given forming part of the Annual Report.
35. ACKNOWLEDGEMENT:
Your Directors take this opportunity to articulate their gratefulness for the unstinted commitment, perseverance, hard work and noteworthy input made by employees at all levels in ensuring sustained growth of the Company. Your Directors also genuinely thank to all the stakeholders, clients, vendors, bankers, business acquaintances, government, other legislative bodies and look forward to their continued aid, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 14th August, 2018 SD/- SD/-
Dharm S. Patel Bhavna N. Ayer
Managing Director Director
DIN: 07464810 DIN: 02013477
Mar 31, 2016
The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:_
|
Financial Results |
(Rs. in Lacs) |
|
|
Particulars |
Year ended 31-03-2016 |
Year ended 31-03-2015 |
|
Revenue from Operation |
445.45 |
537.9 |
|
Other Income |
2.04 |
- |
|
Total Revenue |
447.49 |
537.9 |
|
Changes in Inventories of finished goods, work-in- progress |
733.15 |
434.5 |
|
Depreciation & Amortization Exp. |
54.30 |
56.10 |
|
Other Expenses |
19.36 |
14.81 |
|
Profit/(Loss) Before Tax |
(438.93) |
(149.19) |
|
Current Tax |
0.024 |
(13.40) |
|
Deferred Tax |
(133.73) |
(45.61) |
|
Profit/(Loss) After Tax (PAT) |
(305.22) |
(90.18) |
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
During the fiscal under Report, the Company has earned total income of Rs. 4,47,49,344/- as compared to Rs. 5,37,90,000/- during last year. Due to increase in cost of material consumed, as well as finance cost, the Company has incurred net loss of Rs. 3,05,22,337/-. However, the Company is commencing new projects in the years to come, and therefore, management is of the view that the Company will achieve profitability in approaching fiscal.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year.
4. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31, 2016 was Rs. 4,80,31,800/-. During the year under report, the Company has not issued any shares or any convertible instruments.
5. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
9. OPEN OFFER
Mr. Dharm Swetank Patel acquired 3,384,000 Equity shares of Real Realty Management Company Limited representing 70.46% of the paid up equity share capital of the Company as per the Share Purchase Agreement with the existing Promoters of the Company. The Open offer triggered on acquisition of 1,203,180 Equity Shares representing 25.05% of the paid up capital of the Target Company. The Open Offer for acquisition upto 1,248,827 Equity Shares is being made under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011 for substantial acquisition of shares of Target Company. The Acquirer individual and Target Company have duly complied with regulations of Open Offer Process as stipulated in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence, details relating to Subsidiary Company are not provided for.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 8 (Eight) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.
Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
14. INSURANCE:
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
The Company has not entered into any contract or arrangement with related party which is not at arms'' length requiring approval of shareholders in the general meeting as required under Section 188 (1) of the Companies Act, 2013 and thus disclosure in Form AOC-2 is not required.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Paresh joshi (DIN: 00158205) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
The constitution of the Board of Directors changed during the year, Mr. Rajesh Rajyaguru resigned from the post of Managing Director and Mr. Karshanbhai Hiralal Patel, Mr. Girish Pramodray Maru, and Ms. Rubina Yasinbhai Dalal resigned from the post of Independent Director of the Company w.e.f. 12th March 206. Further, Mr. Dharm Swetank Patel (DIN: 07464810), Mrs. Bhavna Ayer (DIN: 02013477) and Mr. Hitesh Aahir (DIN: 02013500) were appointed as an Additional Director w.e.f. 12th March, 2016. Mr. Bhavin Mehta has resigned as Independent Director of the Company w.e.f. 11th July 2015.
Mr. Nirav Maheshbhai Rajyaguru, Chief Financial Officer of the Company resigned w.e.f. 12th March, 2016.
In accordance with the provisions of section 149 of the Act, Mrs. Hina Patel and Mr. Hitesh Aahir Directors are proposed to be regularised as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.
20. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2016.
21. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under review.
22. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.
AUDIT COMMITTEE: The Company reconstituted its Audit Committee comprising of following Directors:
|
Sr. No. |
Name & DIN of the Director |
Status |
Category |
|
1 |
Bhavna N. Ayer(DIN: 02013477) |
Chairperson |
Non - Executive and Independent Director |
|
2 |
Hitesh Aahir (DIN:02013500) |
Member |
Non - Executive and Independent Director |
|
3 |
Paresh Joshi (DIN: 00158205) |
Member |
Executive and Non - Independent Director |
Attendance of each member of the Audit Committee:
|
Committee Members |
Meetings held |
Meetings attended |
|
#Bhavna N. Ayer |
4 |
1 |
|
#Hitesh Aahir |
4 |
1 |
|
Paresh Joshi |
4 |
4 |
|
*Dr. Karshan Patel |
4 |
3 |
|
*Girish Pramodray Maru |
4 |
3 |
NOMINATION AND REMUNERATION COMMITTEE: The Company is having a Nomination and Remuneration Committee comprising of following Directors:
|
Sr. No. |
Name & DIN of the Director |
Status |
Category |
|
1 |
Hitesh Aahir (DIN:02013500) |
Chairman |
Non - Executive and Independent Director |
|
2 |
Bhavna N. Ayer(DIN: 02013477) |
Member |
Non - Executive and Independent Director |
|
3 |
Paresh Joshi (DIN: 00158205) |
Member |
Executive and Non - Independent Director |
Attendance of each member of the Nomination and Remuneration Committee:
|
Committee Members |
Meetings held |
Meetings attended |
|
#Bhavna N. Ayer |
1 |
0 |
|
#Hitesh Aahir |
1 |
0 |
|
Paresh Joshi |
1 |
1 |
|
*Dr. Karshan Patel |
1 |
1 |
|
*Girish Pramodray Maru |
1 |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE: The Company is having a Stakeholders Relationship Committee comprising of following Directors:
|
Sr. No. |
Name & DIN of the Director |
Status |
Category |
|
1 |
Hitesh Aahir (DIN:02013500) |
Chairman |
Non - Executive and Independent Director |
|
2 |
Bhavna N. Ayer(DIN: 02013477) |
Member |
Non - Executive and Independent Director |
|
3 |
Dharm Patel (DIN : 07464810) |
Member |
Executive and Non - Independent Director |
Attendance of each member of the Stakeholders Relationship and Share Transfer Committee:
|
Committee Members |
Meetings held |
Meetings attended |
|
#Hitesh Aahir |
4 |
1 |
|
#Bhavna N. Ayer |
4 |
1 |
|
Dharm Patel |
4 |
1 |
|
*Dr. Karshan Patel |
4 |
3 |
|
*Girish Pramodray Maru |
4 |
3 |
Resigned w.e.f. 12 March, 2016 and;
# Appointed w.e.f. 12th March, 2016
23. AUDITORS:
A. Statutory Auditors
M/s. Maharishi & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Audit Committee recommends appointment of M/s. Maharishi & Co., Chartered Accountants as Statutory Auditors for financial year 2016-17.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
Except qualification given by the Auditors in their Report that during the audit, the auditor had not received confirmation of trade payable of Rs.38,03,671/-, trade receivable of Rs.1,11,11,325/-, advance to supplier of Rs.2,16,10,757/- and advance from customer of Rs.1,36,36,375/- and the auditors were unable to perform alternate audit procedures.
The Directors of the Company are continuously making efforts to get the necessary confirmations from all the parties and assured that all the relevant documents and information required by the auditors will be provided to them to their satisfaction.
B. Secretarial Auditors
The Board has appointed the Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. All the points are self - explanatory and do not require any further comments.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed. The internal auditors have expressed that the internal financial control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
25. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy / Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
28. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, 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 31st March, 2016 and of the profit and loss 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 Companies Act, 2013 and Rules made there under 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; and
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. 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.
29. CORPORATE GOVERNANCE:
The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Company is not required to comply with Corporate Governance regulations as none of the above referred limits have been triggered.
30. CORPORATE GOVERNANCE CERTIFICATE:
The Non-Applicability of Corporate Governance Certificate from the Director as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached in Annexure-V
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given forming part of the Annual Report.
I. ADDITIONAL INFORMATION TO SHAREHOLDERS
a. Annual General Meeting:
Date: 30th September, 2016 Time: 5:30 P.M.
Address: 4th Floor, "Karm" Corporate House, Opp. Vikramnagar, Ambli - Bopal Road, Ahmadabad -380059
b. Calendar of Financial Year ended 31st March, 2016
The meetings of Board of Directors for approval of quarterly financial results during the Financial Year ended 31st March, 2016 were held on the following dates:
First Quarter Results: 13th August, 2015
Second Quarter and Half yearly Results: 10th November, 2015
Third Quarter Results: 12th February, 2016
Fourth Quarter and Annual Results: 30th May, 2016
c. Tentative Calendar for financial year ending 31st March, 2017
Unaudited Results for the quarter ended 30/06/2016 Second Week of August, 2016
Unaudited Results for the quarter ended 30/09/2016 Second Week of November, 2016
Unaudited Results for the last quarter ended 31/12/ 2016 Second Week of February 2017
Audited Results for the quarter ended 31/03/ 2017 Fourth Week of May 2017
Annual General Meeting for the year ending 31st March, 2017 September 30, 2017
d. Date of Book Closure:
26th September, 2016 to 30th September, 2016 (both days inclusive) for Annual General Meeting.
e. Registered Office:
4th Floor, "Karm" Corporate House, Opp. Vikramnagar, Nr. Newyork Timber, Ambli - Bopal Road, Ahmedabad-380059
f. Equity shares of the Company are listed on BSE Limited Stock Exchange.
Scrip Code:- 530053 (BSE), Scrip ID: RREALTY, ISIN : INE055E01026
h. Share Transfer System:
Applications for transfer of shares held in physical form are received at the office of the Registrars and Share Transfer Agents of the Company, Link Intime India Pvt. Ltd. All valid transfers are processed within 15 days from the date of receipt
|
Government institutions |
|||
|
4 |
FIIs |
-- |
-- |
|
5 |
NRIs |
64475 |
1.34 |
|
6 |
Bodies Corporate |
47103 |
0.98 |
|
7 |
Others |
1307602 |
27.23 |
|
Grand Total |
4803180 |
100 |
j. Distribution of Shareholding as on 31st March, 2016 is as under:
|
Slab of Shareholdings |
No. of Shareholders |
% of Shareholders |
Amount (in Rs.) |
% of Capital |
|
1-500 |
2189 |
86.59 |
3111350 |
6.48 |
|
501-1000 |
188 |
7.44 |
1350740 |
2.81 |
|
1001-2000 |
76 |
3.01 |
1077700 |
2.24 |
|
2001-3000 |
29 |
1.15 |
748280 |
1.56 |
|
3001-4000 |
9 |
0.35 |
311300 |
0.65 |
|
4001-5000 |
8 |
0.32 |
366770 |
0.76 |
|
5001-10000 |
13 |
0.51 |
996810 |
2.08 |
|
Above 10001 |
16 |
0.63 |
40068850 |
83.42 |
|
TOTAL |
2528 |
100.00 |
48031800 |
100.00 |
k. Dematerialization of Shares and liquidity
The shares of the company are permitted for demat on NSDL and CDSL
Issued, Subscribed and Paid up Capital as on March 31, 2016: 48038180
A. Electronic Holding in NSDL : 713359
B. Electronic Holding in CDSL : 3731983
C. Physical Holding : 357838
l. Outstanding GDRs / ADRs / Warrants or Conversion instruments, Conversion date and like impact on equity: Not applicable m. Investors'' correspondence:
For transfer / dematerialization of shares, Change of Address, Change in Status of investors, payment of dividend on shares and other query relating to the shares of the Company:
Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W), Mumbai, Maharashtra, 400078 Tel. No.: 022 - 25963838 Email: [email protected] n. Compliance Officer of the Company: Mr. Paresh Joshi
32. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 3rd September, 2016 SD/- SD/-
Bhavna N. Ayer Hitesh Aahir
Director Director
DIN:02013477 DIN:02013500
Mar 31, 2015
Dear Members,
The Directors are pleased to present their 22nd Annual Report for the
financial year ended on 31st March, 2015.
FINANCIAL RESULTS :
Your Company's performance for the year ended on 31st March, 2015, is
summarized as under:
(Amt. in Rs.)
SR. PARTICULARS 2014-15 2013-14
NO.
1. Revenue from Operation 5,37,90,000 4,53,90,000
2. Other Income - -
3. Total Revenue (1 2) 5,37,90,000 4,53,90,000
4. Changes in Inventories of finished
goods, work-in-progress 4,34,50,158 1,20,08,709
5. Depreciation & Amortization Exp. 56,09,920 53,42,148
6. Other Expenses 14,80,801 22,00,647
7. Profit/(Loss) Before Tax 1,49,18,899) (39,35,568)
8. Current Tax (13,39,634) (18,39,634)
9. Deferred Tax (45,61,400) (23,65,631)
10. Profit/(Loss) After Tax (PAT) (90,17,865) (34,09,571)
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the fiscal under Report, the Company has earned total income of
Rs. 5,37,90,000/- as compared to Rs. 4,53,90,000/- during last fiscal
showing a rise of about 18% (approx.). Further, due to increase in cost
of material consumed, as well as finance cost, the Company has incurred
net loss of Rs. 90,17,865/-. However, the Company is commencing new
projects in years to come, and therefore, management is of the view
that the Company will achieve greater profitability in approaching
fiscal.
DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to loss, your Board of Directors does not recommend declaration of
dividend. Moreover, no amount is being transferred to Reserves during
the financial year 2014-15.
SHARE CAPITAL:
The paid up Equity Share Capital as on March 31, 2015 was Rs.
4,80,31,800/-. During the year under report, the Company has not issued
any shares or any convertible instruments.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134 (3) (a) of Companies Act, 2013, Form MGT 9 i.e.
the extract of Annual Return for the Financial Year 2014-15 is enclosed
as Annexure A forming part of this Report.
BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING:
The Board of Directors of the Company respectively met Five times on
29/05/2014, 20/08/2014, 11/11/2014, 10/02/2015 and 31/03/2015 during
the financial year 2014-15.
Further, the Independent Directors meeting was held on 25th March, 2015
to review the performance of non-independent directors and the Board as
a whole; review the performance of the Chairperson of the Company,
taking into account the views of executive directors and non-executive
directors and assess the quality, quantity and timeliness of flow of
information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
BOARD'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013, the Directors based on the information and representations
received from the operating management confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed and there are no material departures from
the same;
b) 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 at the end of the financial year and of the profit and
loss of the company for that period;
c) the directors have taken proper and sufficient care to the best of
their knowledge and ability 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 have prepared the annual accounts on a going concern
basis; and
e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate
and operating effectively.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS :
The Company has received declarations from each Independent Director
under section 149 (7) of the Companies Act, 2013 that he meets the
criteria of independence laid down in Section 149 (6) of the Companies
Act, 2013 and Clause 49 (Corporate Governance) of the Listing
Agreement.
The Company has adopted the practice to take the declaration of
independence from all Independent Directors on his/her
appointment/re-appointment and also in first meeting of the Board of
Directors every year. All these Directors have agreed to inform the
Board about any change in their status of independence in the very next
Board Meeting after such change.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND
FORMAL EVALUATION:
Pursuant to provisions of Section 178 (1) of the Companies Act, 2013,
the Board has, on the recommendation of the Nomination & Remuneration
Committee (erstwhile Remuneration Committee) framed a policy for
selection, nomination, appointment and remuneration of the Board of
Directors suitably containing the criteria determining qualifications,
positive attributes and independence of a Director.
Moreover, in terms of Clause 49 of the Listing Agreement, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Shareholders Grievance Committee.
STATUTORY AUDITOR AND AUDITORS' REPORT:
M/s. Maharishi & Co., Chartered Accountants, Jamnagar, Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. They have
confirmed their eligibility to the effect that their re-appointment, if
made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment. The Audit Committee recommends
appointment of M/s. Maharishi & Co., Chartered Accountants as Statutory
Auditors for financial year 2015-16.
In point (ix) of the Annexure to Companies (Auditors' Report) Order
(CARO), 2015, the Statutory Auditors of the Company have mentioned,
that the Company have defaulted in repayment of loan taken from
Allahabad bank. The management would like to clarify the outstanding
amount shall be repaid in the current fiscal
SECRETARIAL AUDIT REPORT:
The Board has appointed the Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2014-15. The Secretarial Audit
Report for the financial year ended March 31, 2015 is annexed herewith.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. All the points are self - explanatory
and do not require any further comments.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE :
During the year under report, the Company has not granted any loan or
provided any guarantee or made any investment exceeding the limits as
specified in Section 186 (2) of the Companies Act, 2013. Hence no
approval from the shareholders in this regards was required.
PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with
related party which is not at arms' length requiring approval of
shareholders in the general meeting as required under proviso three to
Section 188 (1) of the Companies Act, 2013. As explained beneath the
said proviso, the expression "arm's length transaction" means a
transaction between two related parties that is conducted as if they
were unrelated, so that there is no conflict of interest. During the
financial year under report, there was no such transaction which would
be called as a transaction not on an arms' length basis. Further, the
Audit Committee of the Company reviews all the transactions with
related party on quarterly basis and recommends the same to the Board
for their approval.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules,
2014, every company with a Net Worth of Rs. 500 Crores or more OR an
annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs.
5 Crores or more is required to constitute a CSR Committee. At present,
the Company is not required to constitute a CSR Committee in this
regards as none of the above referred limits have been triggered.
BOARD OF DIRECTORS:
In terms of Section 152 (6) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014, Mr.
Rajesh Rajyaguru, Managing Director (DIN: 00519866) and Mr. Paresh
Joshi, Director, (DIN: 00158205) retires by rotation and being
eligible, has offered himself for re- appointment. The Board recommends
the same for your approval.
Further, Mr. Karshan Patel (DIN: 03116839) , Mr. Girish Maru (DIN:
06639003) and Mrs. Rubina Dalal (DIN 07144105) are the Independent
Directors of the Company as on the date of this report. Further, in
terms of provisions of Section 149 (10) read with Clause 49 of the
Listing Agreement. Mr. Karshan Patel and Mr. Girish Maru have been
reappointed with amended terms in the 21st Annual General Meeting of
the Company held on 30th September, 2014 to hold office for term of 3
(three) years from 30th September, 2014 to 29th September, 2017.
Further, Ms. Rubina Dalal (DIN: 07144105), who was appointed as an
Additional Director w.e.f. 31st March, 2015, is proposed to be
appointed as an Independent Director in the forthcoming Annual General
Meeting of the Company. Moreover, in terms of provisions of Section 149
(10) read with Clause 49 of the Listing Agreement, appointment of Ms.
Rubina is proposed for the tenure of five years commencing from 30th
September, 2015 till Twenty Sixth Annual General Meeting of the
Company.
Further, Mr. Bhavin Mehta (DIN 00023850), Independent Director,
resigned from the Board w.e.f. 11th July, 2015.
Mr. Pradip J Vyas (DIN 00718518), Director of the Company, resigned
from Board w.e.f. 11th November, 2014. The Board appreciates the
contribution of Mr. Vyas in the accomplishment of the targets of
Company in past years.
DETAILS OF CHIEF FINANCIAL OFFICER OF THE COMPANY:
In accordance with provisions of the Companies Act, 2013, and
applicable Rules under Act, Mr. Bhavin D Bhadra was appointed as the
Chief Financial Officer of the Company, w.e.f. 11th November, 2014 and
Mr. Bhadra, resigned from the Board w.e.f. 30th April, 2015 and Mr.
Nirav Rajyaguru was appointed as Chief Financial Officer in place of
Mr. Bhavin Bhadra w.e.f. 30th April, 2015.
BOARD COMMITTEES:
AUDIT COMMITTEE: The Company reconstituted its Audit Committee
comprising of following Directors:
Sr. Name & DIN of the Status Category
No. Director
1 Dr. Karshan Patel Chairman of Audit Non - Executive and
(DIN: 03116839) Committee Independent Director
2 Girish Pramodray Maru Member Non - Executive and
(DIN: 06639003) Independent Director
3 Paresh Joshi Member Executive and
(DIN: 00158205) Non - Independent
Director
During the year under report, all the recommendations of the Audit
Committee were duly considered.
Detailed terms of reference of Audit Committee are provided in
Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE: The Company is having an
adequate
Nomination and Remuneration Committee comprising of following
Directors:
Sr. Name & DIN of the Status Category
No. Director
1 Karshan Patel Chairman of Audit Non - Executive and
(DIN: 03116839) Committee Independent Director
2 Girish Pramodray Maru Member Non - Executive and
(DIN: 06639003) Independent Director
3 Paresh Joshi Member Executive and Non -
(DIN: 00158205) Independent Director
Further, Ms. Rubina Dalal, an Independent Director, has been inducted
as Member of the Nomination and Remuneration Committee in place of Mr.
Paresh Joshi., w.e.f. 31 March, 2015
Detailed terms of reference of Nomination and Committee are provided in
Corporate Governance Report.
SHAREHOLDERS GRIEVANCE COMMITTEE: The Company is having a Shareholder
Grievance
Committee comprising of following Directors:
Sr. Name & DIN of the Status Category
No. Director
1 Karshan Patel Chairman of Audit Non - Executive and
(DIN: 03116839) Committee Independent Director
2 Girish Pramodray Maru Member Non - Executive and
(DIN: 06639003) Independent Director
3 Paresh Joshi Member Executive and Non -
(DIN: 00158205) Independent Director
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company has not taken any significant step for conservation of
energy during the year under Report. However, the Board is keen to
develop a system for conservation of energy on continuous base.
Further, during the year under review, there was no foreign earning or
expenditure in the Company. The Company has not taken any significant
step for technology absorption.
PARTICULARS OF EMPLOYEES:
There are no employees in the Company drawing remuneration of more than
Rs. 5 Lacs per month or 60 Lacs per annum, as prescribed in Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
CORPORATE GOVERNANCE:
The Company believes that the Corporate Governance is all about
effective management of relationship among constituents of the system,
i.e. shareholders, management, employees, customers, vendors,
regulatory and the society at large. The Company has strong belief that
this relationship can only be built and strengthen through corporate
fairness, transparency, and accountability. The Securities and Exchange
Board of India (SEBI), Reserve Bank of India (RBI), National Foundation
for Corporate Governance (NFCG), Institute of Company Secretaries of
India (ICSI) and other such regulatory bodies and organizations are
continuously making stringent efforts to strengthen Corporate
Governance framework in the country.
Accordingly, a detailed Report on Corporate Governance as well as the
Certificate from M/s. Maharishi & Co., Chartered Accountants, and the
Statutory Auditors of the Company is annexed to this Report of Board of
Directors.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
As at 31st March, 2015, the Company doesn't have any Subsidiary, Joint
Venture or Associate Companies.
INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls with reference to
financial statements. During the year under report, no reportable
material weakness was observed.
RISK MANAGEMENT:
Although the Company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. Therefore, in accordance with Clause 49 of the listing
agreement the Board members were informed about risk assessment and
minimization procedures after which the Board formally adopted steps
for framing, implementing and monitoring the risk management plan for
the Company. The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter-alia are: regulations,
competition, business risk, technology obsolescence, long-term
investments and expansion of facilities. Business Risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal
risk. As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE :
During the year under report, the Company has not granted any loan or
provided any guarantee or made any investment exceeding the limits as
specified in Section 186 (2) of the Companies Act, 2013. Hence no
approval from the shareholders in this regard was required.
VIGIL MECHANISM:
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.
OTHER DISCLOSURES:
1. There have been no material changes/commitments, 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;
2. During the year under review the Company has not accepted the
deposit from the public under Section 73 to 76 of the companies Act,
2013 and the Rules made there under.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
4. During the year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
5. There has been no instances of any revision in the Board's Report or
the financial statement , hence disclosure under Section 131(1) of the
Act.
6. The Company has not issued any shares to any employee, under any
specific scheme, and hence, disclosures under Section 67 (3) are not
required to be made.
7. The Company has not paid any commission to any of its Directors and
hence, provision of disclosure of commission paid to any Director as
mentioned in Section 197(14) is not applicable.
8. The Company has not issued (a) any share with differential voting
rights (b) sweat equity shares (c) shares under any Employee Stock
Option Scheme, and hence no disclosures are required to be made as per
the Companies (Share Capital and Debentures) Rules, 2014
ACKNOWLEDGEMENT :
Your directors put on record their whole hearted gratitude to bankers,
employees of the Company for their sincere efforts for the Company.
By Order of the Board of Directors
For, Real Realty Management Company Limited
Place : Rajkot
Date : 20.08.2015
(Rajesh Rajyaguru) (Paresh Joshi)
Chairman and Managing Director Director
DIN: 00519866 DIN: 00158205
Mar 31, 2014
The Members Real Realty Management Company Ltd
[For, Hillock Agro Foods (India) Ltd.]
The Directors are pleased to present the Twenty First Annual Report
together with audited accounts of the Company for the financial year
ended on 31st March, 2014.
FINANCIAL RESULTS AND OPERATIONAL REVIEW :
(Amt in Rs.)
Sr.
No Particulars 2013-14 2012-13
1. Total Revenue 4,53,90,000 1,13,00,000
2. Change in inventories of finished
goods/work in 1,20,08,709 (14,98,45,081)
progress
3. Depreciation and Amortization 53,42,148 69,835
4. Employee Benefit Expenses 9,54,500 94,27,830
4. Finance Costs 67,08,726 8,71,597
5. Profit / (Loss) Before Tax (PBT) (39,35,568) 7,60,252
6. Taxation:
Current Tax 18,39,634 (-37,587)
Deferred Tax -23,65,631 3,11,625
7 Profit/(Loss) After Tax (PAT) -34,09,571 4,86,214
(Carried forward to
Balance Sheet)
Performance
During the fiscal under Report, the Company has earned total income of
Rs. 4,53,90,000 as compared to Rs. 1,13,00,000 during last fiscal.
Further, due to increase in cost of material consumed, as well as
finance cost, the Company has incurred loss of Rs. 39,35,568 as
compared to profit of Rs. 7,60,252 during last fiscal 2012-13. However,
the Company is commencing new projects such as Windsor Woods and other
residential projects in years to come, and therefore, management is of
view that the Company will achieve greater profitability in forthcoming
years.
Dividend
With a view of accumulated losses of past years, the Board of Directors
of your Company do not recommend any dividend for the year.
Corporate Restructuring
Members are aware that the Company has passed through Corporate
Restructuring exercise in last Three years. During the year under
Report the Company have completed the process of Reorganization/
reduction of Share Capital from Rs. 4,01,06,000/- to Rs. 1,20,31,800/-
in the ratio of 3 new shares for every 10 shares held in Transferee
Company as on Record Date (i.e. 14th May, 2013)
Thereafter, the Company had issued & allotted 36,00,000 Equity shares
of Rs. 10/- at premium of Rs. 9.67 per share to the Shareholders of
Transferor Company in the ratio of 36 (Thirty Six ) equity Shares for
every 5 (Five ) equity Shares held by the Members of Transferor on the
Record Date (i.e. 14th May, 2013)
Change of Name of the Company
In terms of the Scheme of Arrangement, the name of the Company is
changed from Hillock Agro Foods (India) Limited to Real Realty
Management Company Limited w.e.f. 2nd April, 2013. The necessary
approval have also been obtained from the BSE Limited, Mumbai.
Board''s Responsibility Statement
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Directors confirm:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed
b) That They 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 at the end of the accounting year and of the profit and
loss account for that year ;
c) That they have 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 frauds and other irregularities;
d) That they have prepared the annual accounts on a going concern basis
subject to Note 16(b) of Notes on Accounts.
Particulars of Employees
There are no employees in the Company drawing remuneration more than
limits specified in the Companies (Particulars of Employees) Rules,
1975 as amended by the Companies (Particulars of Employees) (Amendment)
Rules, 2011 dated 31st March, 2011.
Directors
Mr. Pradip J Vyas & Dr. Karshanbhai H Patel Directors of the Company,
are liable to retire by rotation at the ensuring Annual General Meeting
and being eligible offer himself for reappointment. A brief Resume of
Mr. Pradip J Vyas & Dr. Karshanbhai H Patel are attached with Notice of
the AGM.
Further Dr. K H Patel, Mr. Bhavin A Mehta, and Mr. Girish P Maru, are
Non- Executive Independent Directors of the Company. In addition to new
provisions of the Companies Act, 2013 made applicable w.e.f. April 1,
2014 and as per amended Clause 49 of the Listing Agreement. It is
proposed to appoint Dr. K H Patel, Mr. Bhavin A Mehta, and Mr. Girish P
Maru as Independent Directors under Section 149 of the Act and Clause
49 of the Listing Agreement to hold office for Three (3) consecutive
years for a term up to the consecutive years for a term up to
conclusion of the 24th Annual General Meeting of the Company in the
Calendar year 2017.
Corporate Governance
The Company believes that the Corporate Governance is Timely and
balanced disclosure of all material information concerning the Company
to all stakeholders, Independent verification and safeguarding
integrity of the Company''s financial reporting and also A sound system
of risk management and internal control and Fair and equitable
treatment of all its stakeholders including customers, shareholders and
investors. A detailed report on Corporate Governance is attached to
this Report. The Securities and Exchange Board of India (SEBI) has made
efforts to strengthen the Clause 49 of the Listing Agreement.
Accordingly, a separate Report on Corporate Governance as well as the
Certificate from M/s. D. Panchamia & Associates, Practising Company
Secretaries is annexed to this Report of Board.
Auditors
M/s. Maharishi & Co., Chartered Accountants, retiring Auditors of the
Company, being eligible for reappointment, offers themselves for
reappointment. Members are requested to reappoint them as auditors of
the Company to hold office from the conclusion of ensuing General
Meeting until the conclusion of the next Annual General Meeting of the
Company, and to fix their remuneration.
Compliance Certificate
As per the provisions of Section 383A read with the Companies
(Compliance Certificate) Rules, 2001, the Company has obtained
Compliance Certificate obtained from M/s. D. Panchamia & Associates,
Practising Company Secretaries, Rajkot
Reconciliation of Share Capital Audit
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit is being carried out at the
specified periodicity by M/s. D. Panchamia & Associates, Practising
Company Secretaries, and findings of such audit are satisfactory.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Company''s main business activity, i.e. construction of residential
houses, bunglows, is not covered under the list of specified industries
prescribed in the Schedule to Rule No. 2 (A) (d) of the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 and therefore the particulars regarding consumption of energy are
not required to be given as prescribed under the said rules.
However, the Company has initiated steps for conservation of energy.
There has been no foreign exchange earnings or outgo during the year
under Report.
Acknowledgement
Your directors put on record their whole hearted gratitude to bankers,
employees of the Company for their sincere efforts for the Company.
By order of the Board of Directors of
Real Realty Management Company Limited
Place : Ahmedabad
Date : 20.08.2014
(Paresh P Joshi) (Rajesh M Rajyaguru)
Director Director
Mar 31, 2013
To The Members Real Realty Management Company Ltd
[For, Hillock Agro Foods (India) Ltd.]
The Directors are pleased to present the Twentieth Annual Report
together with audited accounts of the Company for the financial year
ended on 31st March, 2013.
FINANCIAL RESULTS AND OPERATIONAL REVIEW :
(Amt in Rs. )
Sr.
No Particulars 2012-13 2011-12
1. Total Revenue 1,13,00,000 11,36,900
2. Depreciation and Amortization 69,835 29,761
3. Employee Benefit Expenses 94,27,830 13,000
4. Profit / (Loss) Before Tax (PBT) 7,60,252 4,97,479
5. Taxation:
Current Tax (-37,587) 68,378
Deferred Tax 3,11,625 0.00
6. Profit/(Loss) After Tax (PAT) 4,86,214 4,29,101
(Carried forward to Balance Sheet)
Performance
Members are aware during last two years, the Company has been passing
through revival process by way of corporate restructuring. During the
fiscal, Real Realty Management Company Private Limited (the Transferor
Company) was merged with the Company and name & object of the Company
were changed in accordance with the Scheme of Arrangement.
The Company is now engaged in the business of construction of
residential flats & bunglows. Company''s is ongoing project "Windsor
Willa" bunglows is at the completion stage. During the year Report, the
Company has earned total revenue of Rs. 1,13,00,000 and net profit of
Rs. 4,86,214/-.
During the next years to come, the Company will launch new projects of
construction of residential flats & bunglows, and management is
confident that the Company will achieve better profitability in years
to come.
Dividend
With a view of accumulated losses of past years, the Board of Directors
of your Company do not recommend any dividend for the year.
Corporate Restructuring
Members are aware that the Company has passed through Corporate
Restructuring exercise in last two years. During the year under Report,
the Hon''ble High Court of Gujarat had approved the Scheme of
Arrangement consisting of Demerger of Flour/Agro Foods Business of
Hillock Agro Foods (India) Limited into Deepvandana Tradelink Pvt. Ltd.
(Resulting Company), Re-organisation of Share capital of Hillock Agro
Foods (India) Ltd., and amalgamation of Real Realty Management Company
Pvt. Ltd. (Transferor Company) with Hillock Agro Foods (India) Limited.
The Company has also filed the Certified copy of the Order of the
Hon''ble High Court with the Office of the Registrar of Companies,
Gujarat and the Scheme became effective w.e.f. 7th February, 2013 (i.e.
the date on which Order was filed). The Scheme has Appointed Date as
1st July, 2010.
Alteration in Object Clause of the Memorandum of Association of the
Company
In terms of the Scheme of Arrangement, the Main Object Clause as well
as Other Object Clause of the Memorandum of Association of the Company
have been altered, so as to reflect the new business of the Company
post-corporate restructuring. Post amendment in Memorandum, the
Company''s main business is construction of residential flats, bunglows,
resorts, hotels and other allied matters.
Change of Name of the Company
In terms of the Scheme of Arrangement, the name of the Company is
changed from Hillock Agro Foods (India) Limited to Real Realty
Management Company Limited w.e.f. 2nd April, 2013. The necessary
approval have also been obtained from the BSE Limited, Mumbai.
Reorganization of Share Capital
During the Year under report, the Authorised Share Capital of the
Company had been increased, in accordance with Scheme of Arrangement,
from Rs. 5,00,00,000/- (Rupees Five crores) divided into 50,00,000
(Fifty lacs ) equity shares of Rs. 10/- (Rupees Ten only) each to Rs.
10,00,00,000/- (Rupees Ten Crores Only) consisting of 99,90,000 (Ninety
Nine lacs ninety thousands) equity shares of Rs. 10/- (Rupees Ten Only)
each and 1000 (One Thousand) preference shares of Rs. 100/- (Rupees One
hundred Only) each.
Company had reduced its Share Capital from Rs. 4,01,06,000/- to Rs.
1,20,31,800/- in the ratio of 3 new shares for every 10 shares held in
Transferee Company as on Record Date (i.e. 14th May, 2013)
Thereafter, the Company had issued & allotted 36,00,000 Equity shares
of Rs. 10/- at premium of Rs. 9.67 per share to the Shareholders of
Transferor Company in the ratio of 36 (Thirty Six ) equity Shares for
every 5 (Five ) equity Shares held by the Members of Transferor on the
Record Date (i.e. 14th May, 2013)
Board''s Responsibility Statement
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Directors confirm:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed
b) That They 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 at the end of the accounting year and of the profit and
loss account for that year ;
c) That they have 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 frauds and other irregularities;
d) That they have prepared the annual accounts on a going concern basis
subject to Note 16(b) of Notes on Accounts.
Particulars of Employees
There are no employees in the Company drawing remuneration more than
limits specified in the Companies (Particulars of Employees) Rules,
1975 as amended by the Companies (Particulars of Employees) (Amendment)
Rules, 2011 dated 31st March, 2011.
Directors
Mr. Rajesh M Rajyaguru & Mr. Paresh P Joshi, Directors of the Company,
are liable to retire by rotation at the ensuring Annual General Meeting
and being eligible offer himself for reappointment. A brief Resume of
Mr. Rajesh M Rajyaguru & Mr. Paresh P Joshi are attached with Notice of
the AGM.
Mr. Rajesh M Rajyaguru, Mr. Paresh P Joshi, Dr. Karshanbhai H Patel and
Mr. Bhavin A Mehta were appointed as an Additional Director of the
Company with effect from 7th February, 2013 where as, Mr. Girish P Maru
had been appointed as Additional Directors by the Board w.e.f. 13th
August, 2013. These Directors, being eligible, offer themselves for
reappointment.
Mr. Harshad J Vyas, Mr. Dineshkumar M Raval, Mr. Rameshpuri S. Goswami
resigned from Board w.e.f. 7th February, 2013. The Board appreciates
the efforts put in by them for their contribution.
Corporate Governance
The Company believes that the Corporate Governance is all about
effective management of relationship among constituents of the system,
i.e. shareholders, management, employees, customers, vendors,
regulatory and the society at large. The Company has strong belief that
this relationship can only be built and strengthen through corporate
fairness, transparency, and accountability. A detailed report on
Corporate Governance is attached to this Report. The Securities and
Exchange Board of India (SEBI) has made efforts to strengthen the
Clause 49 of the Listing Agreement. Accordingly, a separate Report on
Corporate Governance as well as the Certificate from M/s. D. Panchamia
& Associates, Practising Company Secretaries is annexed to this Report
of Board.
Auditors
M/s. Maharishi & Co., Chartered Accountants, retiring Auditors of the
Company, being eligible for reappointment, offers themselves for
reappointment. Members are requested to reappoint them as auditors of
the Company to hold office from the conclusion of ensuing General
Meeting until the conclusion of the next Annual General Meeting of the
Company, and to fix their remuneration.
Compliance Certificate
As per the provisions of Section 383A read with the Companies
(Compliance Certificate) Rules, 2001, a copy of Compliance Certificate
obtained from M/s. D. Panchamia & Associates, Practising Company
Secretaries, Rajkot, is attached herewith.
Secretarial Audit
As directed by the Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
M/s. D. Panchamia & Associates, Practising Company Secretaries, and
findings of such audit are satisfactory.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Company''s main business activity, i.e. construction of residential
houses, bunglows, is not covered under the list of specified industries
prescribed in the Schedule to Rule No. 2 (A) (d) of the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 and therefore the particulars regarding consumption of energy are
not required to be given as prescribed under the said rules.
However, the Company has initiated steps for conservation of energy.
There has been no foreign exchange earnings or outgo during the year
under Report.
Acknowledgement
Your directors put on record their whole hearted gratitude to bankers,
employees of the Company for their sincere efforts for the Company.
By order of the Board of Directors of
Real Realty Management Company Limited
Place : Ahmedabad
Date : 13.08.2013 (Paresh P Joshi) (Rajesh M Rajyaguru)
Director Director
Mar 31, 2012
To, The Members of Real Realty Management Company Ltd
The Directors are pleased to present the Nineteenth Annual Report
together with audited accounts of the Company for the financial year
ended on 31st March, 2012.
- FINANCIAL RESULTS AND OPERATIONAL REVIEW :
(Amt in Rs.)
Sr. Particular 2011-12 2010-11
1 Total Revenue 11,36,900.00 1,89,312.00
2 Depreciation and Amortization 29,761.00 16,448.00
3 Employee Benefit Expenses 13,000.00 -
4 Profit/(Loss) Before Tax (PBT) 4,97,479.00 44,621.00
5 Taxation:
Current Tax 68,378.00 -
6 Profit/(Loss) After Tax (PAT)
(Carried forward to Balance Sheet) 4,29,101.00 44,621.00
- Performance
The Company is abiding for resurgence of the financial position. Durign
the year, the Company had achieved total revenue of Rs. 11,36,900 and
net profit of Rs. 4,97,479 during the year under Report. The Company
has already taken steps for restructuring and reorganization of
business through process of merger / demerger.
- Dividend
With a view of accumulated losses of past years, the Board of Directors
of your Company do not recommend any dividend for the year.
- Board''s Responsibility Statement
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Directors confirm:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed:
b) That They 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 at the end of the accounting year and of the profit and
loss account for that year;
c) That they have 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 frauds and other irregularities;
d) That they have prepared the annual accounts on a going concern basis
subject to Note 16(b) of Notes on Accounts.
- Particulars of Employees
There are no employees in the Company drawing remuneration more than
Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the
Companies (Particulars of Employees) Rules, 1975 as amended by the
Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st
March, 2011.
- Directors
Shri Pradip J Vyas & Shri Harshad J Vyas, Manaing Directors of the
Company, are liable to retire by rotation at the ensuring Annual
General Meeting and being eligible offer himself for reappointment. A
brief Resume of Shri Pradip J Vyas & Shri Harshad J Vyas are attached
with Notice of the AGM.
- Corporate Governance
Your Company has adopted Corporate Governance Practices. The Company
believes that the Corporate Governance is all about effective
management of relationship among constituents of the system, i.e.
shareholders, management, employees, customers, vendors, regulatory and
the society at large. The Company has strong belief that this
relationship can only be built and strengthen through corporate
fairness, transparency, and accountability. A detailed report on
Corporate Governance is attached to this Report. The Securities and
Exchange Board of India (SEBI) has made efforts to strengthen the
Clause 49 of the Listing Agreement. Accordingly, a separate Report on
Corporate Governance as well as the Certificate from M/s. D Panchamia &
Associates, Practising Company Secretaries are annexed to this Report
of Board.
- Auditors
M/s Maharishi & Co., Chartered Accountants, retiring Auditors of the
Company, being eligible for reappointment, offers themselves for
reappointment. Members are requested to reappoint them as auditors of
the Company to hold office from the conclusion of ensuing General
Meeting until the conclusion of the next Annual General Meeting of the
Company, and to fix their remuneration.
- Secretarial Audit
As directed by the Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
M/s. D. Panchamia & Associates, Practising Company Secretaries, and
findings of such audit are satisfactory.
- MERGER
As the members are aware that the Board of Directors of the Company
have approved the scheme of arrangement in form of Merger of the
Company with Real Realty Management Company Pvt. Ltd. and
reorganization of share capital of Hillock and demerger of food/agro
business of Hillock into Deepvandana Tradelink Pvt. Ltd. Further, the
company has applied for scheme of demerger and amalgamation on 13th
April, 2011 and petition date on 16th May, 2011 w.e.f. 1st July, 2010.
Final approval for the scheme is pending with the High Court.
- Reply Of Board Of Directors on observations of Auditors
The Auditors have observed that they have not received balance
Confirmation of Trade Payables and Trade Receivables, Loans & Advances.
The Board would like to clarify that the Company is in process of
compliance of confirmation for this Amount during the current fiscal.
The auditors have observed that the Company has not implemented
internal audit system. The Board would like to clarify that the Company
has commenced the internal audit system from the current fiscal.
Further the Auditors have observed that he funds raised on short-term
basis have been used for long term investment. The Board would like to
clarify that the Company''s long term asset as at 31st March, 2012
includes receivable for capital goods and other loans and advances
which were due for payment but the company could not realized it in
time and hence same have been classified it as non-current asset. Due
to this funds of the company were blocked and company could not pay off
its current liabilities. However, the company is in process of
realization of these debtors. As soon as same will be realized, the
company will pay off its current liability and the financial position
of the company would become favorable. As regards to non-payment of
professional tax and VAT & TDS, the Board would like to clarify that,
the Board will make payment of all statutory dues in current fiscal. As
regards the accumulated losses, the Board would like to clarify that
the Board has already commenced the process of corporate restructuring
through amalgamation/demerger to attain financial strength.
- Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
As the Company has not carried out any substantial commercial
activities during the year 2011- 2012, the details related to
consumption of energy etc. are not required to be given. However, the
Company is making efforts to conserve energy resources. There is no
separate R & D activity carried out during the year.
- Foreign Exchange Earnings And Outgo :
Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : Nil
- Acknowledgment
Your directors put on record their whole hearted gratitude to bankers,
employees of the Company for their sincere efforts for the Company.
Date : 30.05.2012 By order of the Board of Directors
For, HILLOCK AGRO FOODS (I) LIMITED,
Place : Ahmedabad
Sd/- Sd/-
(Pradip Vyas) (Harshad Vyas)
Managing Director Jt. Managing Director
Mar 31, 2010
To The Members Hillock Agro Foods (India) Limited
The Directors' present the Annual report on the business and operations
of your Company for the year 2009-2010.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
Gross Sales/Income 34,46,382 56,83,631
Less Depreciation 6,57,680 10,72,624
Profit/(Loss) before Tax (2,22,293) 7,43,709
Taxes/Deferred Taxes Nil Nil
Profit/(Loss) After Taxes (2,22,293) 7,43,709
Profit/ (Loss) carried to Balance Sheet (2,22,293) 7,43,709
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during
the year.
OPERATIONS
The Company is continuing its efforts for the revival of the business.
In spite of very difficult financial position of the Company, all
efforts are being made to continue operations of the Company. However,
Company continued with contractual work and has achieved total turnover
of Rs.34.46 lacs during the year under Report as compared to Rs. 56.83
lacs. However, your Company has incurred loss of Rs. 2.22 lacs as
compared to Rs. 7.43 lacs during the year under Report
DIRECTORS:
Mr. Dineshkumar M. Raval, Director of the Company are liable to retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re- appointment. Members are requested to reappoint
Mr Dineshkumar Raval as Director.
DEPOSITS:
The Company has not accepted any deposit from the public during the
year.
DIRECTORS'RESPONSIBILITY STATEMENT:
As required u/s 217(2AA) of the Companies Act, 1956 your Director
confirms that in the preparation of the annual accounts:
(a) The applicable accounting standards have been followed along with
proper explanation relating to material departures.
(b) Such accounting policies have been selected and applied
consistently and reasonable and prudent judgments and estimates made,
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 the profit/loss of the
company for that period.
(c) Proper and sufficient care has been taken for the maintenance of
the adequate accounting records in accordance with provisions of this
act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration falling within the provisions
of section 217(2A) of the companies Act 1956 read with the Companies
(Particulars of Employee) Rules, 1975 as amended, hence details are not
required to be given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules, 1988 regarding conservation
of energy and technology absorption is annexed herewith as Annexure-A.
However, the production technology is indigenously developed and the
Company is carrying out its contractual Activities with its trained and
Experience staff. There is no separate R & D activity carried out
during the year. Further, during the period under review, following
were earning and expenditure in Foreign Currency:
AUDITORS:
M/S. DNJV & CO., Chartered Accountants, Ahmedabad, the retiring
auditors being eligible offer themselves for re-appointment. Members
are requested to appoint them as auditors of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Clause 49 of the
Stock Exchange Listing agreement, forms part of this Report and the
same is annexed hereto.
REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from
Auditors on its compliance as annexed hereto.
SEGMENT:
Your Company is engaged in a single segment only.
ACKNOWLEDGEMENT:
The management is grateful to the government authorities, Bankers,
Vendors for their continued assistance and co-operation. The directors
also wish to place on record the confidence of members in the company.
By order of the Board of Directors
Date: 20/07/2010 For, HILLOCK AGRO FOODS (I) LIMITED,
Place: Ahmedabad
(PRADIP VYAS) (HARSHAD VYAS)
Managing Director Jt. Managing Director
Mar 31, 2009
The Directors are pleased to submit this Sixteenth Annual Report
together with the audited accounts of the Company for year ended 31st
March 2009.
FINANCIAL RESULTS
Amount Rs. Amount Rs.
2008-2009 2007-2008
Turn Over including other income 54,93,934 51,28,505
Profit/(Loss) before Depreciation 9,16,333 45,78,746
Less : Depreciation 10,72,624 10,72,624
Profit/Loss before Tax (1,56,291) 35,06,122
Provision for Taxation NIL NIL
Profit/Loss after Tax (1,56,291) 35,06,122
DIVIDEND
The Directors do not recommended any dividend for the year under
review.
OPERATIONS
The Company is continuing its efforts for the revival of the business.
In spite of very difficult financial position of the Company all
efforts are being made to continue operations of the Company. The
Company is presently not doing its own business in view of the
financial difficulties faced by the Company. However, Company continued
with contractual work and has achieved turnover of Rs.30.45 lacks
during the year. The Company is vigorously pursuing recovery from old
debtors.
EMPLOYEES
There was no employee drawing remuneration covered under Section
217(2A) of the companies Act. 1956 read with the Companies (
Particulars of Employees ) Rules,1975.
POSTAL BALLOT
The board of directors have already taken pursuant to section 192A(2)
of the Companies Act,1956 from shareholders under section 293(1)(a) to
sell the companyÃs land and building and plant at Block No.70/72,
Santej, Ta: Kalol.
LISITING
The CompanyÃs equity shares have been listed the Stock Exchange at
Ahmedabad (Regional), Mumbai and Chennai and the Company has not paid
listing fees to the respective Stock Exchanges. The trading has been
suspended.
DIRECTORS
Mr. Rameshpuri Goswami, Director of the company retires by rotation as
Directors of the Company but being eligible offers themselves for re
appointment.
The directors regret to inform that Chairman & Managing Director of the
company Mr. Jashwantlal Vyas expired on 6th February, 2009 and cease to
be director of the company. The Board appreciates in valuable advise
and guidance received from him in sailing the company through difficult
time.
The Director Mr. Rupal Patel has resigned as nominee director w.e.f
15th April, 2009.
AUDITORS
The present Auditors M/s D J N V & Co., Chartered Accountants,
Ahmedabad, will retire at the Conclusion of the forthcoming Annual
General Meeting. You are requested to consider their re- appointment.
The observation read with the notes to the accounts are self
explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES /
OUTGO
Information under Section 217 (1)(e) of the Companies Act. 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, is as per Annexure à ÃAà which is annexed
herewith.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm
(i) That in the preparation of the Annual Accounts the applicable
accounting standards have been followed.
(ii) The that Directors have selected such accounting policies and
applied them consistently subject to (i) 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 ended 31st March 2009.
(iii) That 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. (vi) That the Directors have prepared the Annual
Accounts on a going concern basis.
ACKNOWLEDGEMENT
Your Directors wish to thank the government authorities, bankers other
business associates and shareholders for the co-operation and
encouragement extended to the Company. The Directors also place on
record their deep appreciation for the contribution made by the
employees at all levels.
For and On Behalf of the Board of Directors.
Place : Ahmedabad
Date : 05/09/09
(Pradip Vyas)
Chairman
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