capricon realty ltd Directors report

DIRECTORS

To,

The Members,

CAPRICON REALTY LIMITED

Your Directors present herewith EIGHTEENTH Annual Report together with the audited statement of accounts for the year ended March 31, 2014. Pursuant to the clarification issued by the Ministry of Corporate Affairs (MCA) vide its General Circular No. 08/2014 dated 4th April, 2014 statement of accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 1956 as the provisions of the Companies Act, 2013 are made applicable for the financial year commencing on or after 1.4.2014.

FINANCIAL RESULTS	Current Year	Previous Year
	31-03-2014	31-03-2013
	(Rs. in lakhs)	(Rs. in lakhs)
Profit before Taxes	595.83	11,245.35
Provision for Taxation:
- Current Tax	176.00	3,585.00
- Deferred Tax	(13.56)	(12.14)
Profit after Taxes	433.39	7,672.49
Balance in surplus	3,498.48	771.51
Amount available for appropriation	3,931.87	8,444.00
Appropriations:
General Reserve	43.34	4,712.88
Dividend on Pref. Shares	0.01	0.01
Dividend on Equity Shares	198.40	198.84
Tax on Dividend	33.72	33.79
Dividend Distribution Tax on Buyback of shares	2.24	-
Balance Carried to Balance sheet	3,654.16	3,498.48

DIVIDEND

Your Directors are pleased to recommend dividend as follows:	(Rs. in lakhs)
a) On 50,000 Non Cumulative Redeemable Preference Shares of Rs.10/- each @ Rs.0.01 per share.	0.01
b) On 9,920 Equity Share of Rs.10/- each @ ^2000/- per share as normal dividend	198.40
c) Dividend Distribution Tax on above	33.72
	232.13

OPERATIONS

The site development work for 4th residential tower is progressing satisfactorily. The project approvals as required from concerned authorities including Ministry of Environment are in process and are likely to be received shortly.

BUY-BACK OF EQUITY SHARES

During the year under review the Board of Directors of your Company approved the proposal for buy-back of upto 1,857 Equity Shares of the Company at its meeting held on December 10, 2013. The buy-back price was fixed at Rs. 45,000/- per share.

Accordingly, Letter of Offer was sent to all shareholders of the Company and the Buy-back Scheme opened with effect from January 08, 2014 and closed on February 07, 2014.

The Company bought back 22 Equity Shares and all the shareholders who tendered their shares were paid their consideration fully on February 12, 2014.

Pursuant to the above, the Companys share capital stands reduced to 9,920 Equity Shares ofRs. 10/- each.

PUBLIC DEPOSITS

Your Company does not accept deposits from the public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities, therefore the disclosure of particulars as required under section 217(l)(e) of the Companies Act, 1956 with respect to Conservation of Energy and Technology Absorption is not applicable.

There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OF EMPLOYEES

There were no employees covered under section 217(2A) of the Companies Act, 1956 during the year under review.

REMUNERATION COMMITTEE

The Remuneration Committee comprises Mr. Ameet P. Hariani, Mr. Naresh R. Kara, Mr. Krishnadas D. Vora, Nonexecutive Independent Directors who review the remuneration payable to the Wholetime Directors and Managing Director of the Company based on various parameters.

CORPORATE GOVERNANCE

Your Company has voluntarily adhered to some of the requirements of the Corporate Governance Voluntary Guidelines 2009 issued by the Government of India, Ministry of Corporate Affairs ensuring a high level of business ethics through an independent Board separated from the executive management, setting up Remuneration Committee, appointment of Internal Auditors during the year under review.

DIRECTORS

Pursuant to Section 149(13) of the Companies Act 2013, Independent Directors are not liable to retire by rotation. Hence, in accordance with the Articles of Association and the applicable provisions of Section 152 (6)(a)and (c) of the Companies Act 2013, Mr. Sudhir Thackersey retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

As per the provisions of Section 149(7) of the Companies Act 2013 ("the Act"), on and from the date of the commencement of the Act i.e., April 1, 2014, an Independent Director shall give a declaration to the Board of Directors at its first meeting in every financial year, that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act. Accordingly the Company has received such declarations from all the Independent Directors.

Further Section 149(10) and (11) of the Companies Act 2013 provide that an Independent Director shall hold office for a term of five consecutive years on the Board of a Company and shall be eligible for reappointment for another consecutive term of five years on passing special resolution by shareholders of the Company. No Independent Director shall be eligible for appointment after two consecutive terms of five years in office. However since any tenure of an Independent Director on the date of the commencement of the Act, i.e., as on April 1, 2014 shall not be counted as a term, it is proposed to appoint all the following Independent Directors viz. Mr. Ameet P. Hariani, Mr. Naresh R. Kara, Mr. Krishnadas D. Vora and Mr. Sujal A. Shah as Independent Directors for a term of five years with effect from April 1, 2014 upto March 31, 2019 subject to the approval of Members in this Annual General Meeting. The Board recommends their appointment to the Members. The justification for choosing the appointees for appointment as Independent Directors is indicated in the Explanatory statement annexed to the Notice of the Annual General Meeting. The above Independent Directors are not liable to retire by rotation as provided in Section 149(13) of the Companies Act 2013.

The Company has received Notice from a Member proposing their candidature for appointment as Directors pursuant to section 160(1) of the Companies Act 2013.

The Board of Directors, at its meeting held on September 17, 2013, had, pursuant to the recommendation of the Remuneration Committee and subject to approval of Members in General Meeting, approved the revision in terms of remuneration including payment of minimum remuneration in the event of loss or inadequate profits of Mr. Sudhir Thackersey, Managing Director and Mr. Raoul Thackersey, Mr. Chandrahas Thackersey and Mr. Jagdish Thackersey, Joint Managing Directors respectively with effect from October 1, 2013 pursuant to the provisions of Schedule XIII and all other applicable provisions, if any, of the erstwhile Companies Act, 1956 and any subsequent modification/amendment thereto.

Thereafter, at its meeting held on March 12, 2014, pursuant to the recommendation of the Remuneration Committee and subject to approval of Members in Annual General Meeting, the Board of Directors had further approved the revision in terms of remuneration including payment of minimum remuneration in the event of loss or inadequate profits of Mr. Sudhir Thackersey, Managing Director; Mr. Raoul Thackersey, Mr. Chandrahas Thackersey and Mr. Jagdish Thackersey, Joint Managing Directors respectively with effect from August 1, 2014 pursuant to the provisions of Section 197, 198 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013.

STATEMENT ON DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 to the extent applicable and the notified sections of Companies Act, 2013 and any subsequent modification/amendment thereto, your Directors confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(iii) 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;

(iv) the Annual Accounts have been prepared on a "going concern" basis.

AUDITORS

The retiring Auditors M/s. A.J. Shah & Co., Chartered Accountants, being eligible, offer themselves for reappointment. You are requested to appoint the Auditors to hold office from the conclusion of the meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the support and co-operation received from shareholders, various Government Agencies and employees of the Company.

	For and on behalf of the Board of Directors,
	SUDHIR THACKERSEY
	Chairman
Place : Mumbai
Date : June 12, 2014