Country Condo Director Discussions


To,

The Members of

M/s. COUNTRY CONDO S LIMITED

The Directors have pleasure in presenting the 36th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

Particulars Year ended 31.03.2023 Year ended 31.03.2022
(12 Months) (12 Months)
Revenue from Operations 2109.53 2192.80
Other Income 15.38 389.90
Total Revenue 2124.91 2582.70
Total Expenses 1997.80 2266.00
Profit / (Loss) before Depreciation, Finance Costs, 127.11 316.70
Exceptional Items and Tax Expense
Less: Depreciation / Amortisation / Impairment 14.72 17.15
Profit / (Loss) before Finance Costs, 112.39 299.55
Exceptional Items and Tax Expense
Less: Finance Costs 3.34 1.55
Profit / (Loss) before Exceptional Items and Tax Expense 109.05 298.00
Add/(Less): Exceptional Items - -
Profit / (Loss) before Tax Expense 109.05 298.00
Less: Tax Expense (Current & Deferred) 28.55 45.24
Profit / (Loss) for the Year 80.50 252.76
Balance brought forward 703.21 450.45
Balance carried forward 783.71 703.21

2. FINANCIAL PERFORMANCE OF THE COMPANY:

The Board would like to inform you that the development of the Company s real estate & construction activities Income has improved tremendously post Covid-19 global pandemic and the revenues has not been dipped down and almost similar as compared to previous Financial Year whereby, your Company has achieved a Turnover of 2109.53 Lakhs as compared to 2192.80 Lakhs and has achieved a Profit of 80.50 Lakhs as compared to 252.76 Lakhs, a significant fall of more than 3 times compared to previous Financial Year.

During this year the Company had a Net Profit of 80.50 Lakhs. The Net Profits of 80.50 has been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is 783.71 Lakhs.

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

3. OUTLOOK FOR INDIAN ECONOMY & INDUSTRIAL STRUCTURE:

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 5 years, backed by its robust democracy and strong partnerships.

A number of sectors in India real estate, steel, cement, home building products and consumer durables, among others - reported unprecedented growth. Real estate sector in India is expected to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2023 and contribute 13% to the country s GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for India s growing needs.

In 2023, we anticipate further downward trends in the global economy. This however, should be an opportunity for the Indian economy to become a world leader. The real estate sector is likely to continue on its journey of long term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

India s growth continues to be resilient despite some signs of moderation in growth, although significant challenges remain in the global environment, India was one of the fastest growing economies in the world.

The overall growth remains robust and is estimated to be 6.9% for the full year with real GDP growing 7.7% year on year during the first three quarters of FY 2022-23. There were some signs of moderation in the second half of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the government s capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7% in FY 2022-23 but the current account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

4. FUTURE PROPSECTS AND OUTLOOK OF THE COMPANY:

The Indian economy is projected to grow by more than 6% in FY23 as per various institutional estimates, making it one of the fastest-growing economies. India s growth journey could be the result of a culmination of favourable tailwinds like consistent agricultural performance, flattening of the COVID-19 infection curve, increase in government spending, reforms and an efficient roll-out of the vaccine, among others.

The Company witnessed an uptick in residential real estate demand compared to the year before. Your Company has been actively focusing on improving on-site facilities to create a safe working environment for workforce and reduce the impact of reverse migration. We believe that government reforms will lead to improved governance in the sector, increase transparency and bring about consolidation amongst real estate players. The Company remains positive about the long-term direction of the sector on back of higher consumer confidence and increasing affordability due to declining interest rates, stagnant real estate prices and rising disposable income. We believe that we are in a strong position to benefit from such expected shifts in the sector. With our good track record and excellent sales and marketing capabilities the Company in Southern India and operating currently also in Western India (Maharashtra and Rajasthan) is well poised for a high growth trajectory over the next few years.

Your Company will focus on opportunistic growth avenues in current environment to create a healthy project pipeline across its markets. Fast turnaround deals shall be a specific focus area for new deals in F.Y. 2023-2024. When evaluating new projects, the Company will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline. The Company shall also enhance agility across its processes to further reduce project launch turnaround times. These shall provide your company with the competitive edge in operational excellence and customer experience respectively.

A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Country Condo s remains optimistic about the long-term sectorial direction. With a strong brand, South-India presence in Hyderabad, Chennai and Bengaluru and commencing from this FY 2023-24 in West-India presence at Kolad, Mumbai, Jaipur and Sikar demonstrated track record and robust marketing capabilities, your Company is poised for a better growth trajectory comparing to the current year.

5. SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at 7,75,97,300/- (Rupees Seven Crore Seventy Five Lakh Ninety Seven Thousand Three Hundred Only) as on 31st March, 2023.

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

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (Five) times during the Financial Year 2022-23 on May 30, 2022, July 14, 2022, August 12, 2022, November 14, 2022 and February 13, 2023.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Management Discussion and Analysis for the F.Y. 2022-23 is appended to this Report.

8. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required u/s 134 of the Companies Act, 2013:

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31st March, 2023.

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

A. Conservation of energy

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

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

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

B. Technology absorption:

(i) The efforts made towards technology : absorption No technology indigenous or foreign is involved.
(ii) The benefits derived like product : Not applicable
Improvement, cost reduction, product
Development or import substitution
(iii) In case of imported technology : (imported during the last three years reckoned from the beginning of the Financial year) No technology has been imported during the year.
(a) The details of technology imported : Nil
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed : Not applicable
(d) If not fully absorbed, areas where : absorption has not taken place, and the reasons thereof; Not applicable
(iv) The expenditure incurred on Research and : Nil
Development.

C. Foreign exchange earnings and outgo:

2022-23 2021-22
Foreign Currency Earnings / Inflow NIL NIL
Foreign Currency Expenditure / Outflow NIL NIL

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the Companies Act) the Annual Return for the Financial Year ended March 31, 2023 is available on the website of the Company at https://countrycondos.co.in/annual-return.php.

10. PARTICULARS OF EMPLOYEES:

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

Name of Director Designation Remuneration FY 22-23 Remuneration in FY 21-22 % of remuneration in 2023 as compared to 2022 Ratio of remuneration to MRE
D. Krishna Kumar Raju Vice-Chairman & CEO 42,90,000 42,90,000 0% 15.21 Times
Key Managerial Personnel other than Directors:
U. Gandhi Chief Financial Officer 29,25,000 29,25,000 0% 10.37 Times
J. Laxmikanth Company Secretary 8,40,000 8,40,000 0% 2.98 Times

a) The Median Remuneration of the employees of the Company during the financial year was Rs. 2,82,000/- Per Annum.

b) In the financial year, there was an increase in the median remuneration employees.

c) There are 77 permanent Employees on the Rolls of the Company as on 31st March, 2023.

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

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

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

g) The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

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

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

Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, 2013, Sri Y. Siddharth Reddy (DIN: 00815456), Director of the Company will retire by rotation at the 36th Annual General Meeting and being eligible, offered himself for re-appointment.

Sri Y. Rajeev Reddy (DIN: 00115430) - Non-Executive Chairman, Sri D. Krishna Kumar Raju (DIN: 00115553) - Executive Vice-Chairman & Chief Executive Officer, Sri U. Gandhi - Chief Financial Officer and Sri J. Laxmikanth - Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure I to this Report.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Regulations 27 of the SEBI, Listing Regulations states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and Individual Directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The HR team of Country Condo s Limited worked directly with the Executive Vice-Chairman & CEO and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

Board processes (including Board composition, strategic orientation and team dynamics);

Individual committees;

Individual Board members; and

Chairman s Feedback Report

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

As per the amendments issued to the SEBI LODR Regulations in 2018, the performance evaluation criteria for independent directors included a check on their fulfillment of the independence criteria and their independence from the management.

The following reports were created, as part of the evaluation:

Board Feedback Report

Individual Board Member Feedback Report

Chairman s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Balaji Singh with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members feedback was shared with the Executive Vice-Chairman & CEO. Following his evaluation, Executive Vice-Chairman s & CEO Feedback Report was also compiled.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of the Independent Directors of the Company have served as Directors or Key Managerial Personnel in listed companies or in an unlisted public company having a paid-up share capital of 10 Crores or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2023, the applicable accounting standards have been followed;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023, and Profit and Loss Statement of the Company for that period;

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

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2023, on a going concern basis;

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

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

16. FIXED DEPOSITS:

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

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

The details of the existing Guarantees are: NIL

Satisfaction of Charge of the Company:

a) M/s. Country Club Hospitality & Holidays Limited has repaid the entire Loan for which your Company has given the Corporate Guarantee to Vijaya Bank (Merged with Bank of Baroda), Bank of India and Union Bank of India in respect of Term Loan availed by M/s. Country Club Hospitality & Holidays Limited.

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

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

Up on Satisfaction of Charge, the Company has duly filed the Form CHG-4 with the Registrar of Companies, Telangana.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into during the financial year 2022- 2023 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR is given in Notes to Accounts (on Related Party Transaction) forming part of the financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments in the business operations affecting the financial position of the Company which have occurred between March 31, 2023 and the date of signing of this Report, other than those disclosed in this Report.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

21. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The Company is presently carrying on only real estate activity.

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

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

23. CORPORATE GOVERNANCE:

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

24. SUBSIDIARY COMPANIES:

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

25. TYPES OF COMMITTEES:

The Company has 3 different Committees, they are:

a. AUDIT COMMITTEE

Composition of the Audit Committee:

The Audit Committee for the F.Y 2022-2023 was constituted of the following members:

Name of the Member Category
1. Sri Peethala Krupavaram, Chairman
2. Sri G. Venkateshwar Rao, Member Independent, Non- Executive Directors
3. Sri K Sriram Chandra Murthy, Member

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

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee for the F.Y 2022-2023 was constituted of the following members:

Name of the Member Category
1. Sri Peethala Krupavaram, Chairman
2. Sri G. Venkateshwar Rao, Member Independent, Non- Executive Directors
3. Sri K Sriram Chandra Murthy, Member

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

The Company follows a policy on remuneration of directors and other senior managerial personnel s. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. Policy on Directors Appointment & Remuneration is appended as Annexure I to this Report.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee for the F.Y 2022-2023 was constituted of the following Directors:

Name of the Member Category
1. Sri Peethala Krupavaram, Chairman
2. Sri G. Venkateshwar Rao, Member Independent, Non- Executive Directors
3. Sri K Sriram Chandra Murthy, Member

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

d. CODE OF CONDUCT IMPLEMENTATION COMMITTEE

The Code of Conduct Implementation Committee for the F.Y 2022-2023 was constituted of the following Directors:

Name of the Member Category
1. Sri Peethala Krupavaram, Chairman
2. Sri G. Venkateshwar Rao, Member Independent, Non- Executive Directors
3. Sri K Sriram Chandra Murthy, Member

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

26. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company s Equity shares are listed at

1. BSE Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2023-24.

27. DEPOSITORY SYSTEM:

Your Company s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023, 91.27% of the equity shares of the Company were held in dematerialised form. The Company has paid the Annual Custodian Fees to the above Depositories for the year 2023-24.

28. AUDITORS:

M/s. P. Murali & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company in 35th Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of this 40th Annual General Meeting as per section 139 of Companies Act, 2013.

For the Financial Year 2022-23, your Company has paid 1,00,000 (Rupees One Lakh Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing Annual General Meeting pursuant to the Provisions of the Companies Act, 2013. The detailed breakup of the Auditors Fees is given in Notes to Accounts (on Note No. 19 - Other Expenses) forming part of the financial statements.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. Gopal Dhanaji & Associates, Company Secretaries represented by Mr. Gopal Biradar Dhanaji (Membership No. FCS 7676), Practicing Company Secretary, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2023 in compliance with the provisions of Section 204 of the Companies Act, 2013.

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

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Gopal Dhanaji & Associates, Company Secretary in Practice, in the Secretarial Audit Report.

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder either to the Company or to the Central Government.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

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

32. RISK MANAGEMENT POLICY AND BUSINESS RISK MANAGEMENT:

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

The business risks identified are reviewed by the Board of Directors of the Company and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

However, Your Company does not have a Risk Management Committee as the said Provisions of SEBI LODR Regulations are not applicable to the Company.

33. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March, 2022 the Company has neither received any complaints nor there are any pending complaints pertaining to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH).

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law and by the Company. No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the period.

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company s website at https://countrycondos.co.in/policies.php.

34. HUMAN RESOURCE:

Given the highly specialized nature of the Company s business and the large number of locations where it operates, attracting and nurturing the right talent is at the core of your Company s strategy for success and growth. Accordingly, the HR function is organised into three key areas: customer acquisition, resort operations and corporate functions. During the year, focus was on building capabilities through a structured approach to drive the Company s performance. This encompassed implementing changes across all components of the HR function: recruitment, employee engagement, reward and recognition, skill upgrading, talent management, organizational culture and employee relations. The Company organizes a TOP GUN training program where promising young employees are trained to become next level managers. There are 77 permanent Employees on the Rolls of the Company as on 31st March, 2023.

35. PERSONNEL:

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

36. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY DURING FY 2022-23:

There was a Change in the Registered office of the Company on dated November 14, 2022 when the Board of Directors of the Company unanimously decided to change the Registered office of the Company from # 8-2-703, Mahogany Complex, Ground Floor, Amrutha Valley, Road No.12, Banjara Hills, Hyderabad 500 034, Telangana to #7-1-19/3, 1st Floor, ISR Complex, Kundanbagh, Begumpet, Hyderabad - 500016, Telangana, India.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-23.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of one time settlement during the Financial Year 2022-23.

39. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, shareholders, banks, financial institutions, investors, vendors, business associates and other associates, who through their continued support and cooperation, have helped, as partners, in the Company s progress.

The Directors also acknowledge the hard work, dedication and commitment of the employees. We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors of
COUNTRY CONDO S LIMITED
PLACE: HYDERABAD Y. VARUN REDDY D. KRISHNA KUMAR RAJU
DATE : 26-08-2023 VICE-CHAIRMAN & DIRECTOR VICE-CHAIRMAN & CEO
DIN: 01905757 DIN: 00115553