To
The Members Cella Space Limited
Your Directors have immense pleasure in presenting 32nd Directors Report of
your Company together with the Audited Financial Statements and the Auditors Report for
the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS:
The summarized financial results for the period under review are as follows: -
(Rs.in Lakhs)
Particulars |
31st March 2023 |
31st March 2022 |
GROSS REVENUE FROM OPERATIONS |
740.50 |
533.91 |
NET REVENUE FROM OPERATIONS & OTHER INCOME |
781.51 |
554.20 |
PROFIT BEFORE INTEREST & DEPRECIATION |
539.05 |
384.59 |
INTEREST |
273.97 |
162.89 |
DEPRECIATION |
148.14 |
118.28 |
PROFIT BEFORE EXCEPTIONAL ITEM |
116.94 |
103.42 |
EXCEPTIONAL ITEM |
- |
- |
PROFIT BEFORE TAX |
116.94 |
103.42 |
INCOME TAX OF PREVIOUS YEAR |
3.30 |
- |
DEFERRED TAX |
- |
- |
PROFIT / (LOSS) AFTER TAX |
113.64 |
103.41 |
PROFIT/ (LOSS) OF EARLIER YEARS |
|
|
Other Comprehensive Income |
2.03 |
(0.44) |
PROFIT / (LOSS) for the year |
115.67 |
102.99 |
STATE OF AFFAIRS OF THE COMPANY/ CHANGE IN NATURE OF BUSINESS:
During the year under review, the Company earned a Net Profit of Rs. 115.67 lakhs
against a Net profit of Rs. 102.99 lakhs in the previous year. There are adequate
financial controls commensurate with the size of the organization and with reference to
the financial statements; there is no change in the nature of business.
DIVIDEND:
Due to insufficient divisible profit, the Board of Directors has not recommended any
dividend for the financial year 2022-23.
TRANSFER TO RESERVES:
As the company has not declared dividend, due to which your Directors do not propose to
transfer any amount to the general reserve of the company during the financial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)
Requirements Regulations, the Management Discussion and Analysis Report is enclosed as
Annexure 1.
EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on companys
website and can be accessed - www.sreekailas.com.
SHARE CAPITAL:
There is an increase of share capital which was 1,91,51,217 fully paid equity shares
valuing Rs.19,15,12,170/- has gone up to 2,01,51,217 fully paid equity shares valuing
Rs.20,15,12,170/-
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and the date of this report under section 134(3)(l) of the companies
act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Change in Directorate
The following changes occurred in the directorate of the Company during the period from
April 1, 2022 till the date of report:-
a) Resignation
? Mr. G Raghavan Gopalaswami (DIN:- 01661856), Independent Director, resigned from the
Board of Directors with effect from April 25, 2022 due to his health issues.
b) New appointments
? Mr. Kul Bhushan Jain (DIN:-07984364) was appointed as Additional Non Executive
Director by the Board of Directors of the Company at their meeting held on February 14,
2022 and he was re-designated as Independent Director by the Board of Directors at their
meeting held on May 16, 2022. Subsequently, approval of shareholders was obtained by way
of Postal Ballot on June 16, 2022 for his appointment.
? Mr. Venkatasamy Manoharan (DIN:-03271999) was appointed as Additional NonExecutive
Director by the Board of Directors of the Company at their meeting held on February 07,
2023 and he was re-designated as Independent Director by the Board of Directors at their
meeting held on March 22, 2023. Subsequently, approval of shareholders was obtained by way
of Postal Ballot on April 24, 2023 for his appointment.
c) Reappointments
? Reappointment of Mr. Rajkumar Sivathanu pillai (DIN:01790870) as Managing Director
for a period of 5 years with effect from 13th August 2022 at a monthly
remuneration of Rs.1,00,000/- subject to applicable TDS
d) Recommendations in the upcoming Annual General Meeting
? Reappointment of Mr. Subramoniam Sivathanu Pillai (DIN:01790968) who retires at the
ensuing Annual General Meeting and being eligible, offers himself for reappointment.
? Reappointment of Mr. Visakh Rajkumar (DIN: 07079475) as Whole Time Director of the
Company.
Change in Key Managerial Personnel (KMPs)
The following persons constitute KMPs of the Company:-
? Mr. Rajkumar Sivathanu Pillai, Managing Director
? Mr. Visakh Rajkumar, Whole Time Director
? Mr. V N Sridharan, Chief Financial Officer
? Mr. Dhawal Mathur, Company Secretary
Ms. Jiju George, company secretary has resigned on November 24, 2022 and at her place
Mr. Dhawal Mathur joined as Company Secretary on February 07, 2023
NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
Meeting |
No. of Meetings during the Financial Year 2022-23 |
Date of the Meeting |
Board Meeting |
6 |
16-05-2022 |
|
|
28-05-2022 |
|
|
25-06-2022 |
|
|
03-08-2022 |
|
|
21-10-2022 |
|
|
07-02-2023 |
Audit Committee |
4 |
28-05-2022 |
|
|
03-08-2022 |
|
|
21-10-2022 |
|
|
07-02-2023 |
Nomination & Remuneration Committee |
3 |
16-05-2022 |
|
|
03-08-2022 |
|
|
07-02-2023 |
Share transfer Committee |
- |
- |
Stakeholders Grievances Committee |
2 |
03-08-2022 |
|
|
21-10-2022 |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby
state and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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 the year ended on that date.
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
During the year under review, there were no frauds reported by the Auditors on the
employees or officers of the Company under section 143(10) of the Companies Act, 2013.
PREVIOUS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES THAT HAVE CEASED TO BE
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES OF THE COMPANY:
No previous subsidiaries/joint ventures/associates companies that have ceased to be
subsidiaries/joint ventures/associates companies of the company.
DEPOSITS:
During the financial year 2022-23, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:
No significant and material orders passed by the courts or regulators or tribunals.
INTERNAL FINANCIAL CONTROLS:
The internal financial control mechanism in your Company is commensurate with the size
of your Company.
COST RECORDS:
The provisions pertaining to maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not applicable to the Company.
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC”) is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.sreekailas.com
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the Internal Complaints Committee.
Internal Complaints Committee Members
1. Mrs. Rajee Rajkumar - Director
2. Mr. Visakh Rajkumar - Director
The Committee met once in the financial year 2022-23. The Company is committed to
provide a safe and conducive work environment to its employees during the financial year.
Your Directors state that during the financial year 2022-23, there were no cases filed
pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act,
2013.
REPORTING OF FRAUD BY AUDITORS:
The statutory auditors have not reported any instance of fraud under Section 143(12) of
the Companies Act, 2013 during this year.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
? they meet the criteria of independence as prescribed under the provisions of the Act,
read with the schedule and rules made there under and also with the Listing Regulations
? they have complied with the Code for Independent Directors prescribed under Schedule
IV of the Act.
All the existing and new Independent Directors have registered themselves with the
Independent Directors database maintained by the Institute of Corporate Affairs.
STATUTORY AUDITORS:
M/s KPR & Company, Chartered Accountants Kochi was reappointed as statutory
auditors of the company for a period of 5 years at its AGM held on September 20,2022. The
Audit Report submitted by KPR & Company is attached in this Annual Report.
SECRETARIAL AUDITORS:
The Board of Directors have appointed M/s. G.V and Associates, (Mrs N Srividhya,
Certificate of Practice No.14058), Practicing Company Secretary, as the Secretarial
Auditor to conduct audit of secretarial records pertaining to the financial year 2022-23.
The Secretarial Audit Report pertaining to the financial year 2022-23 received from her
in accordance with the Act and Rules made there under and Regulation 24A of the Listing
Regulations is annexed as Annexure III of the Boards Report. The
Secretarial Audit Report pertaining to the financial year 2022-23 does not contain any
qualification or adverse remarks.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 07.02.2023, without the attendance of Non-Independent
Directors and members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is available
on the website of the Company at www.sreekailas.com.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company and Directors is furnished hereunder:
(Rs. in lakhs)
S.No |
Name |
Designation |
Remuneration paid. FY 2022-23 |
Remuneration paid.FY 2021-22 |
Increase /Decrease inremuneration from previous year |
Ratio / times per median of employee remuneration |
1 |
S Rajkumar |
Managing
Director |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
2 |
Visakh
Rajkumar |
Executive
Director |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
3. |
V.N.
Sridharan |
Chief
Financial
Officer |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
4 |
Jiju George |
Company
secretary |
5,07,000 |
7,80,000 |
NIL |
1:1 |
5 |
Dhawal
Mathur |
Company
secretary |
3,54,167 |
NIL |
NA |
0.70:1 |
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available on the website of the Company at
www.sreekailas.com
NOMINATION & REMUNERATION POLICY:
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications, positive
attributes, and independence of a director.
2. The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.
4. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.
6. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of the Board or Committee thereof provided that the amount of such fees
shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may
be prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetary
limit approved by shareholders, subject to the limit not exceeding 1% of the net profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards
functioning, composition of the Board and its committees, culture, execution and
performance of specific duties, obligations, and governance.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following
criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2023 is as follows:
• Kul Bhushan Jain - Chairman
• N Subramanian - Member
• Akhilesh Agarwal - Member
• The Company Secretary shall act as the Secretary of the Committee
BOARD OF DIRECTORSS EXPLANATION OR COMMENTS:
Statutory Audit Report:
No qualification, reservation or adverse remark or disclaimer made by the auditor in
his statutory audit report.
Secretarial audit report:
No qualification, reservation or adverse remark or disclaimer made by the auditor in
her secretarial audit report.
CORPORATE GOVERNANCE:
Your Company is committed to align with good corporate governance practices. A separate
report on Corporate Governance is annexed as Annexure I of the Boards
Report.
PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:
Advances given by the Company is shown as note no.7 of the financial statements.
Investments made by the Company is disclosed as note no.6 of the financial statements.
Apart from those as stated above, no other loans, guarantees or investments have been made
by the Company during the year under review. During the year under review, your Company
has not made any investments.
RELATED PARTY TRANSACTIONS:
All transactions with related parties are reviewed and approved by the Audit Committee
and are in accordance with the Companys Policy on Related Party Transactions. SEBI, by
way of amendments to the Listing Regulations, has widened the purview of definition of
Related Party and overall scope of related parties with effect from April 1, 2022 or
unless specified. Accordingly, the Board, on recommendations of Audit Committee, has
amended its Policy on Related Party
Transactions to include the amendments notified by SEBI and the same has been published
in the Company website, www.sreekailas.com.
Pursuant to Regulation 23 of Listing Regulations, your Company has submitted its
statement on related party transactions on consolidated basis to BSE Ltd on half yearly
basis within the timeline as specified in the Listing Regulations.
Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the Statement of Related Party Transactions in Form AOC-2 is set
out as Annexure IV to the Boards report.
DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE
REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
During the period under review, there was no instance of any application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016.
SECRETARIAL STANDARDS OF ICSI:
In terms of Section 118(10) of the Act, the Company states that the applicable
Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries
of India, relating to Meetings of Board of Directors and General Meetings respectively,
have been duly complied with.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
No commission was received by directors from holding or subsidiary company.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2022-23 to
the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with
effect from 22.08.2023 and 28.08.2023 (both days inclusive).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY
Your company has undertaken all steps to conserve energy.
B. TECHNOLOGY ABSORPTION:
The Company has taken various efforts in utilizing the maximum available sources of
technology and has increased its productivity during the year. There is no major
technology absorption or research & development cost incurred during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year under review, there was no instances of inflow or outflow of
foreign exchange.
INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, there are no pending unclaimed dividend to be
transferred to Investor Education and Protection Fund as the company has not declared
dividend since FY 2014-15.
RISK MANAGEMENT:
Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact
assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk
mitigation and monitoring, and integration with strategy and business planning.
The Management identifies and controls risks through a properly defined framework in
terms of the aforesaid policy.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provision of Section 135 of the Companies Act, 2013, all companies having a
net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit
of Rs.5 crore or more during any financial year are required to constitute a CSR committee
and your Company does not meet the criteria as mentioned above, hence the Company has not
constituted any Corporate Social Responsibility Committee; and has not developed and
implemented any Corporate Social Responsibility initiatives and the provisions of Section
135 of the Companies Act, 2013 are not applicable to the Company.
VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Companys website www.sreekailas.com ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, co-operation, and support given by the Central Government, the
Government of Tamil Nadu, and Government of kerala during the year. They also wish to
convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those
associated with the company for their continued patronage during the year.
Your directors also wish to place on record their appreciation for the hard work and
unstinting efforts put in by the employees at all levels. The directors are thankful to
the esteemed stakeholders for their continued support and the confidence reposed in the
Company and its management.
For and on behalf of Board of Directors For Cella Space Limited
Sd/- |
Sd/- |
S Rajkumar |
Visakh Rajkumar |
Director |
Director |
DIN:- 01790870 |
DIN:- 07079475 |
PLACE: CHENNAI |
|
DATE: 25/07/2023 |
|
+91-9892691696
