citadel realty developers ltd share price Directors report

To

The Members

Your Directors have pleasure in presenting before the shareholders the 63rd Annual Report together with the Audited Financial Accounts of the company for the year ended 31st March, 2023:

1. Financial Highlights:

The Companys financial performance for the year under review along with previous years figures is given here under:

(Amount in lakh except EPS)

Particulars	STANDALONE		CONSOLIDATED
	Financial Year ended 31st March, 2023	Financial Year ended 31st March, 2022	Financial Year ended 31st March, 2023	Financial Year ended 31st March, 2022
Revenue from Operations	282.34	251.82	282.34	251.82
Other income	3.36	1.06	-	-
Total Revenue	285.70	252.88	282.34	251.82
Expenses	27.54	21.69	27.54	21.69
EBITDA	258.16	231.19	254.80	230.13
Depreciation and Amortization	-	-	-	-
EBIT	258.16	231.19	254.80	230.13
Interest and Finance charge	118.42	174.20	118.42	174.20
Earning Before Tax (EBT)	139.74	56.99	136.38	55.93
Less: Taxation:
- Current Tax	9.86	-	9.86	-
- Deferred Tax	27.23	16.71	27.23	16.71
- Total tax expense from continuing operations	37.09	16.71	37.09	-
Profit/Loss After Tax	102.65	40.28	99.29	39.22
Share in the Profit of the Firm	-	-	3.01	4.13
Net profit for the period	102.65	40.28	102.30	43.35
Earning Per Share (Rs.)	1.30	0.51	1.30	0.55
Diluted Per Share (Rs.)	1.30	0.51	1.30	0.55

2. BUSINESS OVERVIEW /PROSPECTS /NATURE OF BUSINESS:

The Company currently is developing project under the aegis of the Slum Rehabilitation Authority to rehabilitate a slum in Bhandup which is in the eastern suburbs of Mumbai. There is a significant improvement in the demand for affordable housing which augurs well for the future of the Company. The Company also has entered into a JV with a group Company for development of a nearby slum Project and the construction activities are yet to be commenced.

The Company is primarily engaged in the activities of Real Estate Development. There was no change in nature of the business of the Company, during the year under review.

3. DIVIDEND:

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, your Directors do not recommend any dividend on the equity shares for the year under review.

4. TRANSFER TO RESERVES:

During the period under review no amount is proposed to be transferred to General Reserve

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed dividend lying in terms of section 125(2), of the Companies Act 2013 and accordingly the provisions of said section do not apply.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes during the year which will affect the financial position of the Company.

Post approval of the shareholders of the Company, through the Postal Ballot process, on March 20, 2023 the Company has allotted of 13,500 (CCDs) (FV: Rs. 1000/-) to Fibre Box Bombay Private Limited (part of Promoters Group) as the part of further restructuring of the existing outstanding ICDs as on Dec 31, 2022 to the extent of Rs. 2,43,56,000 wherein such restructuring shall also include the option to the Company to convert the CCDs, in full or in part. Post issue of CCDs which are convertible(in full) into equity shares within 18 months of the issue. The outstanding ICDs in the books of the Company would stand at Rs.1,08,56,000/-.

7. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as per the requirement of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 forms an integral part of this Annual Report.

Certificate on Corporate Governance

As required by SEBI (LODR) Regulation, 2015, Certificate on Corporate Governance is attached as ‘Annexure 1 of the Company.

8. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits, covered under Chapter V of the Companies Act, 2013.

9. BOARD OF DIRECTORS AND KEY MANAGERERIAL PERSONNEL(KMP)/ DECLARATION FROM INDEPENDENT DIRECTORS:

a. Composition of the Board:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors.

As on 31st March, 2023 the Board comprised of six Directors including one Woman Director and two independent Directors including the non-executive Chairman.

b. Retire by Rotation

As per Provision of Companies Act, 2013, Ms. Sonal Mayur Shah (DIN: 00199734), Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommended her reappointment to the shareholders.

c. Meeting of IDs & Declaration

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 9, 2023.

The Company has received declarations from all the Independent Directors confirming that they met the criteria of Independence as prescribed under Section 149 (6) & (7) of the Companies Act, 2013 issued there under and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

10. PERFORMANCE EVALUATION:

The Performance Evaluation of all Directors was undertaken as per the prescribed standards. The Independent Directors of the company have formalized the mode of carrying out such evaluation of all the directors for the year under review. Also, during the year under review, the Independent Directors have suggested process improvement on the matter relating to performance evaluation of Independent Directors under Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of Companies Act, 3013 and Reg. 25 of SEBI (LODR) Regulations, 2015.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year, four meetings of the Board of Directors were held. The details of the meetings are as follows: -

April 29, 2022, August 9, 2022, November 9, 2022 and February 13, 2023.

12. VIGIL MECHANISM & POSH POLICY:

The Company has duly incorporated the Vigil Mechanism / Whistle Blower in the Code of Conduct for Directors and Senior Management. Each year necessary affirmation of compliance is made and the same is informed to the Audit Committee/Board.

The said "Vigil mechanism" is hosted on the website of the Company under the head of "whistle blower mechanism". The mechanism has necessary provisions relating to reporting the complaint of unethical /improper conduct to the Chair of "Audit Committee" and action suitable steps to investigate, safeguarding measures of the "whistle blower"/s.

During the year under review, no complaints or alert received from any of the stake holders that are reportable to the Chair of the Audit Committee.

13. AUDIT COMMITTEE:

An Audit Committee of Board of Directors is in existence in accordance with the provisions of sec 177 of the Companies Act 2013. Kindly refer action on Corporate Governance, under head "Audit Committee" for matters relating to constitution, meetings and functions of the Committee.

14. NOMINATION AND REMUNERATION POLICY:

A Nomination and Remuneration Committee of Board of Directors is in existence in accordance with the provisions of sec 178 of the Companies Act 2013. Kindly refer section on Corporate Governance, under head "Nomination and Remuneration Committee" for matters relating to constitution, meetings and policy of the Committee.

15. RISK MANAGEMENT POLICY:

The Board at its Meeting undertakes periodic reviews of the potential risks and its mitigation measures in line with its corporate strategy, major plans of action setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. Presently, there is no separate Policy for Risk Management.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being formed for and engaged in real estate development (Infrastructural facilities) is exempt from the provisions of Section 186 of the Companies Act, 2013 related to any loans made or any guarantees given or any securities provided or any investments made by the Company.

17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year, all the contracts or arrangements with Related Party are at arms length basis and in ordinary course of business. During the year under review, the Company has not entered into any new transactions or arrangement with related party/ ies. Please refer AOC-2 in ‘Annexure-2.

18. MANAGERIAL REMUNERATION/ PARTICULARS OF EMPLOYEE:

The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2023. The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure D". However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS PLAN:

During the year under review, the Company has not either approved or granted any Stock Options under any Plan.

20. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s Bipin B Shah & Co. (Firm Reg. No. 101511W) had been re-appointed as Statutory Auditors of the Company for the second term of 5 years at the 60th Annual General Meeting.

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

21. MERGER /AMALGAMATION:

No scheme of Merger/Amalgamation is pending as on date.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR) /COMMITMENT TOWARDS SUSTAINABILITY WHILE UNDERTAKING PROJECTS:

The submission of the BRSR for the year under review is not applicable to the Company.

23. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nitin Joshi, Practicing Company Secretary (Membership No: FCS No. 3137 and CP No. 1884) as Secretarial Auditor of the Company on April 29, 2022 for FY 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as ‘Annexure – 3 form parts of the Boards Report.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company does not meet with criteria given under section 135 (1) of the Companies Act, 2013 pertaining to CSR contribution.

25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The particulars of Associates and Joint Venture have been disclosed in the Notes of the Financial Statement of the Company. During the year under review, Company do not have any Subsidiary Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys associate company in Form AOC-1 is attached as Annexure A to this report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there are no order/s passed by the Regulators/Courts/Tribunal impacting the "Going Concern "status of the Company.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the companys activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the company.

28. DIRECTORS RESPONSIBILITY STATEMENT: The Directors confirms that:

i. in the preparation of the accounts for the year ended March 31st 2023, the applicable amended accounting standards have been followed.

ii. appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review, as at March 31, 2023;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts for the year ended March 31, 2023 have been prepared on the basis that the Company is "Going Concern".

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

30. ANNUAL RETURN:

Annual return in accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.citadelrealty.in

31. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

32. OTHERS:

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report.

BOARD COMMITTEES:

The Board of Directors has constituted three Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors.

Detailed particulars relating to the above Committees have been furnished in Corporate Governance for the year ended 31st March 2023.

REPLY TO THE OBSERVATION OF SECRETARIAL AUDITOR

The Board is in look out for suitable CEO for the Company. As the Company is in slum rehabilitation segment, the present CEO (KMP) who is holding the position under Section 203 of the Act is an expert in Realty sector and is part of Senior Management and Board of the Company. Hence he has been requested to continue as such till suitable person is appointed either within the group or from outside.

There has not been any operations during the FY 2022-23, hence the Internal Audit requirements was not needed. Now the Company has taken up the appointment of Internal Auditor for FY 2023-24.

Due to technical glitch in the installation of and further processing in the software, there has been delay in the maintenance of information in SDD software and there has been belated disclosure.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Marathon group have in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and others are covered under this policy. During the year under review, No Complaints were received.

COMPANIES SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

LISTING FEE:

The Annual Listing Fee for the Financial Year 2022-23 has been duly paid within the stipulated time to BSE Limited.

DEMATERIALIZATION OF SHARES:

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors. The shareholders, who are holding the shares of the Company in physical mode, are requested to Demat their holding at the earliest, so as to reap the corporate benefits like Transfer, Dividends, Bonus etc., without loss of time. SEBI has already mandated that wef April 2019 sale/transfer of securities in physical mode is NOT PERMITTED.

SERVICE OF DOCUMENTS:

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of the members whose email IDs are registered in their Demat a/c or otherwise provided by them.

A Member shall be entitled to request for physical copy of any such document.

33. ACKNOWLEDGMENT

The Directors take this opportunity to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year.

Regd. Office:	On behalf of the Board of Directors
Marathon Futurex,
N.M.Joshi Marg, Lower Parel (W),
Mumbai 400 013
	S. Ramamurthi	Chetan Shah
	Director & CEO	Director
Dated: August 9, 2023	DIN: 00135602	DIN: 00135296