<dhhead>DIRECTORS’ REPORT</dhhead>
To,
The members of
GIRIRAJ CIVIL DEVELOPERS LIMITED
Your director’s presents their Eighteenth Annual Report and
Audited Accounts for the year ended March 31, 2023.
Financial Results
The Company’s financial performance, for the year ended March 31,
2023 is summarized below:
(in Lakhs)
PARTICULARS |
FOR THE YEAR ENDED
31/03/2023 |
FOR THE YEAR
ENDED 31/03/2022
9,466.72 |
Gross Sales/Contract Receipt |
11,092.14 |
Profit Before Taxation |
591.10 |
502.26 |
Less: Provision Taxation |
119.60 |
121.00 |
Less (Add): Provision for
Deferred Tax |
12.72 |
1.21 |
Less (Add): Adjustment of
Taxation |
8.31 |
0.91 |
Profit After Taxation |
450.47 |
379.14 |
Less: Transferred to General
Reserve |
35.00 |
30.00 |
Less: Gratuity Provision |
- |
- |
Add: Profit Brought Forward
from P.Y. |
2,261.08 |
1,911.92 |
Balance Carried to Balance
Sheet |
2,676.55 |
2,261.06 |
Basic / Diluted Earnings
Per Share |
11.14 |
11.69 |
The highlights of the company’s performance for the year ended
March 31, 2023 are as under:
• Gross revenue from operations was Rs. 11,092.14 Lakhs
• EBITDA for the year was Rs. 591.10 Lakhs
• Net Profit for the year was Rs. 450.47 Lakhs
Dividend
In order to conserve the resources and to meet business requirements,
your Directors have not recommended any dividend for the FY ended 31st March,
2023.
Transfer to Reserves
Amount of Rs. 35,00,000/- has been transferred to General Reserves for
the financial year 2022-23.
Fixed Deposits
The Company has neither invited nor accepted any fixed deposits from
the public.
Share Capital
During the year under review, in the EGM held on January 11, 2023, the
Authorized Share Capital of the Company was increased from existing Rs. 4,00,00,000/-
(Rupees Four Crore) divided into 40,00,000 (Forty Lacs) Equity Shares of Rs. 10/- (Ten)
each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore) divided into 2,50,00,000 (Two Crore
Fifty Lacs) Equity Shares of Rs. 10/- (Ten) each ranking pari passu in all respect with
the existing Equity Shares of the Company, and consequential amendment in Memorandum of
Association of the Company
Further in the EGM held on January 11, 2023, the members accorded
approval to offer, create and issue 8,00,000 (Eight Lac) Equity Shares of face value of
Rs. 10/- (Ten) each to Mr. Bhupesh Dinesh Agrawal (PAN No. AGLPA5465A) resident of
2101/2102, 21st Floor, Jalaram Heights, Ganjawala Lane, Near Chamunda Circle, Borivali
(West), Mumbai - 400 092 on a preferential basis in accordance with the applicable
provisions of the Companies Act, 2013 and rules framed thereunder and the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as
amended and other applicable laws and regulations issued by SEBI from time to time, at a
price of Rs. 271/- (Rupees Two Hundred and Seventy One Only) per Equity Share aggregating
to Rs. 21,68,00,000/-. Accordingly, the Board of Directors in their meeting held on
January 31, 2023 allotted the shares to the said Allottee. The listing and trading
approvals were duly obtained. Post issue paid up equity share capital is 4044100 equity
shares of Rs. 10/- each.
Subsidiary, Joint Venture and Associate Company
The Company does not have any subsidiary or associate company except
partnership in Joint Venture Firms namely M/s. Dev Engineers & Giriraj, M/s.
Moksha Constructions Giriraj, Prime-Giriraj-KK (JV), M/s. R.K.Madani & Giriraj and
M/s. MBPL GCDL JV. Details of JV partners and their share in the firms are disclosed in
the notes to the Financial statements.
Directors’ Responsibility Statement
Your Director’s state that:
i. In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and there is no material
departure from the same;
ii. 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 as at March 31,
2023 and of the profit of the Company for the year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis;
v. 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; and
vi. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively
Corporate Governance
The Company being listed on SME platform of NSE emerge, the compliance
with Corporate Governance provisions is not applicable to the company as per Regulation 15
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Management Discussion and Analysis
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report.
Contracts and Arrangements with related parties
All transactions entered into with related parties during the financial
year were in ordinary course of business and on arm’s length price basis. Suitable
disclosures as required under AS 18 have been made under notes to Financial Statements.
Disclosure of particulars of contracts/arrangements entered into by the company with
related parties is in Form AOC-2 at Annexure I.
Declaration by Independent Director under sub-section (6) of section
149
The Company has received Declaration that the Independent Director
meets the criteria of Independence laid down in sub-section (6) of section 149 of the
Companies Act 2013.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements.
Listing
The equity shares of the company are listed on SME platform of NSE
Emerge and listing fee for the financial year 2022-23 is paid to the concerned Stock
Exchange.
RECLASSIFICATION
During the year, the request letter dated. 02/12/2022 received from Mr.
Arvind Kantilal Shah on 02/12/2022 for removal and reclassification from ‘Promoter
Category’ to ‘Public Category’ under Regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. He holds NIL Shares in the
Company. Accordingly, the Board in their meeting held on December 12, 2022 approved the
same subject to the approval of members. The members in their EGM held on March 10, 2023
approved reclassification. The Application filed with NSE towards reclassification
pursuant to Regulation 31A of the SEBI Listing Regulations. is pending for approval.
BOARD OF DIRECTORS
As on the date of this report, the Company has Four (4) Directors
consisting of Managing Director, Executive Director, 2 Non-Executive & Independent
Director including Woman Director on its Board.
During the FY 2022-23 under review, no changes in the
Appointments/Resignations of Directors and Key Managerial Personnel (KMP) were held.
POLICIES
a) Policy for Selection of Directors and determining Directors’
Independence
1. Policy
Qualification and Criteria
a) The Nomination and Remuneration (NR) Committee, and the Board, shall
review on an annual basis, appropriate skills, knowledge and experience required of the
Board as a whole and its individual members. The objective is to have a Board with
understanding of industry & strategy of the Company.
b) In evaluating the suitability of individual Board members, the NR
Committee may take into account factors, such as:
• General understanding of the Company’s business &
industry.
• Educational and professional background
• Personal and professional ethics, integrity and values
c) The proposed appointee shall also fulfill the entire requirement as
may be prescribed, from time to time, under the Companies Act, 2013 and other relevant
laws.
2. Criteria of Independence
a) The NR Committee shall assess the independence of Directors at the
time of appointment / re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new
interests or relationship are disclosed by a Director.
b) The criteria of independence, as laid down in Companies Act, 2013
shall be followed.
c) The Independent Directors shall abide by the "Code for
Independent Directors" as specified in Schedule V to the Companies Act, 2013.
b) Remuneration policy for Directors, Key Managerial Personnel and
other Employees
A. Introduction
The Company has formulated the remuneration policy for its directors,
key managerial personnel and other employees keeping in view the following objectives:
i) Ensuring that the level and composition of remuneration is
reasonable to attract, retain and motivate, to run the company successfully.
ii) Ensuring that relationship of remuneration to performance is clear.
B. Scope and Exclusion
This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration of the directors,
key managerial personnel and other employees of the Company.
C. Terms and References
In this Policy, the following terms shall have the following meanings:
i) "Director" means a director appointed to the Board
of the Company.
ii) "Key Managerial Personnel" means
a) The Chief Executive Officer or the managing director or the manager;
b) The Company Secretary;
c) The Whole-time Director;
d) The Chief Financial Officer; and
e) Such other officer as may be prescribed under the Companies Act,
2013
iii) Nomination and Remuneration Committee" means the
committee constituted
by Company’s Board in accordance with the provisions of Section
178 of the Companies Act,
D. Policy
1. Remuneration to Executive Directors and Key Managerial Personnel
i) The Board, on the recommendation of the Nomination and Remuneration
(NR) Committee, shall review and approve the remuneration payable to the Executive
Directors of the Company within the overall limits as per the law/ approved by the
Shareholders.
ii) The Board, on the recommendation of the NR Committee, shall also
review and approve the remuneration payable to the Key Managerial Personnel of the
Company.
2 Remuneration to Non-Executive Director
The Board, on the recommendation of the NR Committee, shall review and
approve the remuneration payable to the Non-Executive Directors of the Company within the
overall limits as per the law / approved by the shareholders.
3 Remuneration to other employees
Remuneration to individual employee shall be accordingly to their
qualification and work Experience.
Board Evaluation
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual directors on the basis of various aspects /criteria of
board/ Committee Governance.
The criteria & aspects covered in the evaluation included knowledge
to perform the role, level of oversight, performance of duties and the fulfilment of
Directors’ obligations and fiduciary responsibilities, including but not limited to,
active participation at the Board and Committee meeting.
Further, the Independent Directors at their meeting, reviewed the
performance of Board, Chairman of the Board and of Non-Executive Directors.
Training of Independent Directors
Whenever new Non-executive and Independent Directors are inducted in
the Board they are introduced to our Company’s’ Organization structure, our
business, constitution, board procedures and management strategy. They are provided with
Company annual reports, etc.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197 (12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 there are no employees drawing remuneration in excess of the limits
set out in the said rules.
The information pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon
request. In terms of section 136 of the Companies Act, 2013, the Report and Accounts are
being sent to the members and other
entitles thereto, excluding the information on employees and
remuneration particulars which is available for inspection at the registered office of the
company during business hours on working days till the date of ensuing annual general
meeting of the company. If any member is interested in obtaining a copy thereof, such
member may write to the Company in this regard.
Auditors and Auditor’s Report Statutory Auditor
In the AGM held on October 30, 2021, M/s. R H A D & Co., Chartered
Accountants, has been appointed as Statutory Auditors for a period of 5 years i.e., from
the conclusion of 16th Annual General Meeting until the conclusion of the 21st
Annual General Meeting.
The Notes on financial statement referred to in the Auditors’
Report are self-explanatory and do not call for any further comments. The Auditors’
Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Board has appointed Mr. Sandeep Dubey, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023 is enclosed at Annexure II to
this Report.
The Company being listed on SME platform, the compliance with the
Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI LODR Regulations,
2015, is not applicable to the Company.
DISCLOSURES
Vigil Mechanism
The Company’s whistle Blower Policy/ Vigil Mechanism (mechanism)
is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical,
unlawful acts, behavior etc. and to enable to voice/ address bonafide concern of
malpractice, deviation from the policies of the Company internally in an effective and
systematic manner after its discovery.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company’s website at www.giriraj.co
Code for Fair disclosure, Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading by Insiders
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading)
Regulation,2015, The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive information and code of
conduct for the prevention of insider trading, is available on our website www.giriraj.co
Meetings of the Board
Eleven meetings of the Board of Directors were held during the
financial year from April 01, 2022 to March 31, 2023. The dates on which the meetings were
held are as follows: -
08.04.2022, 30.05.2022, 03.11.2022, 14.11.2022, 21.11.2022, 12.12.2022,
02.01.2023,
12.01.2023, 31.01.2023, 01.03.2023 and 25.03.2023
Committees of the Board
The company has the following committee of the Board: -
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
The compositions, powers, roles, terms of reference, etc. and no. of
meeting held of relevant Committees is as per the requirements of the applicable laws.
Particulars of Loans, Guarantees or Investments
Pursuant to the provisions of Section 186(4) of the Companies Act, 2013
requiring disclosure in the financial statements of the full particulars of the loan
given, investment made or guarantee given or security provided and the purpose for which
the loan or guarantee or security is proposed to be utilized by the recipient of the loan
or guarantee or security, if any, is disclosed in the financial statements.
Development and Implementation of a Risk Management Policy
The company does not envisage any risk, which may threaten the
existence of the company. Company takes all necessary steps to identify measures &
manage risk effectively.
Annual Return
As per the requirement of section 92(3), every company shall place a
copy of the annual return on the website of the company, if any, and the web-link of such
annual return shall be disclosed in the Boards report. A copy of Annual Return of the
Company is available on our website www.giriraj.co
General
Your directors’ state that no disclosure or reporting is required
in respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. No orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.
Your directors’ further state that 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.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo
Since Company’s business does not involve any manufacturing
activity the information required to be provided under Section 134 (3)(m) of the Companies
act, 2013 read with the Companies (Accounts) Rules, 2014 are nil / Not applicable.
Your company neither earned nor spent any foreign exchange during the
year.
Acknowledgement
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from the banks, Government authorities, customers,
Board members and members of the company during the year under review. Your directors also
wish to place on record their deep sense of appreciation for the committed services by the
Company’s employees.
For and on behalf of the Board
|
Sd/- |
Sd/- |
Place: Mumbai |
Krushang Shah |
Prasham Shah |
Date: 30/05/2023 |
Managing Director |
Director |
+91-9892691696
