Dear Member(s),
We have pleasure in presenting the Fifteenth Annual Report on the business and
operations of the Company together with the audited results for the Financial Year ended
on 31st March, 2018.
FINANCIAL HIGHLIGHTS
(Figures in Rs.)
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
31.03.2018 |
31.03.2017 |
31.03.2018 |
31.03.2017 |
| TOTAL REVENUE |
56168878 |
147172468 |
56168878 |
147172468 |
| Operating Expenditure |
(109654542) |
(15439) |
(109654542) |
(15439) |
| Depreciation & Amortisation |
2418628 |
5178307 |
2418628 |
5178307 |
| Finance Cost |
163082772 |
138290504 |
163082770 |
138290504 |
| Total Expenditure |
55846838 |
143453378 |
55846838 |
143453378 |
| Earnings before Exceptional Items and Tax |
322040 |
3719090 |
322040 |
3719090 |
| Profit Before Tax |
322040 |
3719090 |
322040 |
3719090 |
| Tax Expenses |
2014346 |
3183689 |
2014346 |
3183689 |
| Current Tax |
- |
3951190 |
- |
3951190 |
| Deffered Tax |
(337043) |
324293 |
(337043) |
324293 |
| Profit after Tax |
(1355263) |
(3740082) |
(1355263) |
(3740082) |
Pursuant to the Listing Regulations, the provisions of the IND-AS Accounting System are
applicable to the Company.
BUSINESS AND OPERATIONS
A. BUSINESS OVERVIEW
The Company is engaged in the business of Real Estate Development. The Company develops
residential projects. There was no change in the nature of the business of the Company
during the year under review.
B. FINANCIAL PERFORMANCE Standalone
During the Financial year 2017-18, the Company on standalone basis earned total
revenues of Rs. 5,61,68,878/- as compared to Rs. 14,71,72,468/-. The profit before tax was
Rs. 3,22,040/- as against 37,19,090/- in the previous year and loss after tax was Rs.
(13,55,263) as against Rs. (37,40,082) in the previous year.
Consolidated
The consolidated revenues of the Company during the Financial year 2017-18 were
5,61,68,878/-, as compared to Rs. 14,71,72,468/-. The profit before tax was Rs. 3,22,040/-
as against 37,19,090/- in the previous year and loss after tax was Rs. (13,55,263) as
against Rs. (37,40,082) in the previous year.
TRANSFER TO RESERVES
There is no amount proposed to be transferred to the General Reserve.
DIVIDEND
The Company is planning for increase business exposure which would help to improve
overall Return on Capital Employed and would add value to the shareholders wealth. The
Board believes that, conserving and investing the Companys capital in high return
investment opportunities currently available, insteadof distributing it as a dividend
will maximize shareholder value creation. The Company has suffered a loss and the
Directors have therefore not recommended any dividend for the financial year ended March
31st, 2018.
C. OPERATIONAL OVERVIEW
During the year under review the Company is marching towards completion of all its
running projects and till then the Company has no plans to start any new project(s).
SHARE CAPITAL
The authorized share capital of the Company is Rs. 20,00,00,000 out of which Rs.
10,09,44,000 is the subscribed capital of the Company divided into 10094400 shares of Rs.
10 each.
Samruddhi Realty Limited is a public Company and its shares are listed on the BSE
Limited.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was following additions and reductions to the Board
of Directors of the Company:
Reductions
Mrs. Sushma Thirunalpalya Somashekarappa Independent Director resigned from the Board
of Directors effective from 28th August, 2017.
Mr. Praveen Narayanaswamy Independent Director resigned from the Board of Directors
effective from 05.10.2017 Mr. Hemang D Rawal Managing Director of the Company resigned
from the Board of Directors effective from 19.09.2017
Mr. Ravindra M Madhudi Whole Time Director of the Company resigned from the Board of
Directors effective from
30.03.2018.
Additions
Mr. Arumugam Thirumurugan was appointed as Independent Director of the Company
effective from 26.09.2017 Mr. Madhusudhan Navaneetham was appointed as Additional
Executive Director of the Company effective Mrs. Vanaja Thirumurgan was appointed as
Additional Non Executive Director effective from 12.03.2018.
Mr. Siraj Syed Ismail was appointed as Additional Executive Director of the Company
effective from 23.03.2018.
Further, Mr. Dharmesh Kuvalekar Company Secretary and Compliance Officer and a Key
Managerial Personnel of the Company resigned from his position effective from 21.04.2017.
Ms Devika Priyadarsini joined as Company Secretary and Compliance Officer and Key
Managerial Personnel in the position vacated by Mr. Dharmesh Kuvalekar.
CHANGES IN SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has one wholly owned subsidiary viz., Samruddhi Gruha Nirman Private
Limited. There are three associate companies viz., Samruddhi Real Assets Private Limited,
Studio 3 Planners Private Limited and Samruddhi Infratech (India) Private Limited. There
are no joint venture companies within the meaning of Section 2(6) of the Companies Act,
2013 (the Act).
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and Section 129 of the Companies Act the consolidated financial statements have been
prepared by the Companyiin accordance with the applicable accounting standards and form
part of the Annual Report. A statement containing the salient features of the Financial
Statements of the subsidiaries, and associate companies of the Company in Form AOC-1 as
required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to
the consolidated financial statements.
The Company shall provide a copy of the financial statements of its subsidiary company
to the members of the Company on their request. The financial statements of its subsidiary
company will also be kept open for inspection by any members at the registered office of
the Company during business hours of the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS
During the year under review, there were no significant or material orders passed by
regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
BOARD OF DIRECTORS AND ITS COMMITTEES
A. COMPOSITION OF THE BOARD OF DIRECTORS
As on 31st March, 2018, the Board of Directors of the Company comprised of
six Directors of which three were Executive Directors and three were Non-Executive
Directors. The composition of the Board of Directors is in compliance with Regulation 17
of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section
149 of the Companies Act, 2013.
The Company has received necessary declarations from the Independent Directors stating
that they meet the criteria of independence as specified in Section 149(6) of the
Companies Act, 2013 and Regulation 16 of the Listing Regulations.
B. MEETINGS
During the year under review, the Board of Directors met 20 times on the following
dates.
12.04.2017, 02.05.2017, 01.06.2017, 17.06.2017, 10.07.2017, 08.08.2017, 09.08.2017,
22.08.2017, 19.09.2017,
05.10.2017, 25.10.2017, 01.11.2017, 27.11.2017, 15.12.2017, 04.01.2018, 02.03.2018,
12.03.2018, 22.03.2018,
23.03.2018, 30.03.2018.
In accordance with the provisions of the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held on 31.03.2018.
C. RECONSTITUTION OF COMMITTEES OF BOARD
Consequent to resignation Mrs. Sushma Thirunalpalya Somashekarappa, Mr. Praveen
Narayanaswamy, Mr. Hemang D Rawal and Mr. Ravindra M Madhudi members of the either of the
Committees has led to reconstitution of the Audit Committee, Stakeholders Relationship
Committee and Remuneration and Nomination Committee.
A detailed note on the Committee of the Board of Directors is given in the Corporate
Governance Report forming a part of Annual Report.
D. PERFORMNACE EVALUATION
In terms of Section 134 (3) (p) read with Articles VII and VIII of the Schedule IV of
the Companies Act, 2013, the Board carried out an annual evaluation of its own performance
and that of its statutory committees viz. Audit Committee, Stakeholders Relationship
Committee and Nomination & Remuneration Committee and that of individual Directors.
The Board also assessed the performance and potential of each of the Independent
Directors with a view to maximising their contribution to the Board. As envisaged by the
Act, the Independent Directors at a meeting conducted, reviewed the performance of the
Chairman of the Board. At the same meeting, the review of the Executive Directors was also
carried out.
E. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2018, the Board of
Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the Djrectors had selected such accounting policies and applied 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 on March 31, 2018 and of the profits of the
Company for the year;
c) 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;
d) the annual accounts of the Company have been prepared on a going concern basis;
e) 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; and
f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
AUDIT RELATED MATTERS
A. AUDIT COMMITTEE
The Company has a duly constituted Audit Committee. The composition of the Committee as
on 31st March, 2018 was:
| 1. Mr. Arumugam Thirumurugan (Independent Director) |
Chairman |
| 2. Mrs. Vanaja Thirumurugan (Additional Independent Director) |
Member |
| 3. Mr. Siraj Syed Ismail (Additional Executive Director) |
Member |
The terms of reference, powers, role and responsibilities of the Audit Committee are in
accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations.
During the period under review, the advice and suggestions recommended by the
Audit,Committee were duly considered and accepted by the Board of Directors. There was no
instances of noh acceptance of such recommendations.
B. STATUTORY AUDITORS
The Statutory Auditors expressed an unmodified opinion in the Audit Reports in respect
of the audited financial statements for the financial year ended on 31st March,
2018. There are no qualifications or adverse marks in the Statutory Auditors Report which
require any explanation from the Board of Directors.
The present Statutory Auditors, M/s. K. Gopalkrishnan & Co., Chartered Accountants,
Bangalore were appointed as Statutory Auditors of the Company to conduct the Statutory
Audit for the period ended 31stMarch, 2018. M/s. K. Gopalkrishnan & Co., Chartered
Accountants hold office until the conclusion of the 17thAGM of the Company in the Calendar
year 2020 (subject to ratification of the appointment by the members at every AGM). The
company has obtained a certificate from M/s. K. Gopalkrishnan & Co., Chartered
Accountants to the effect that their proposed re-appointment, if made, would be in
accordance and conformity with the specified limits.
Necessary resolution for re-appointment of the said Auditors is included in the Notice
of Annual General Meeting for seeking approval of members.
C. SECRETARIAL AUDIT
The Secretarial Audit for the year ended on 31st March, 2018 was conducted
by Mr. Chetan Kumar A, Practising Company Secretary. The Secretarial Audit Report issued
by Mr. Chetan Kumar A is in accordance with the provisions of Section 204 of the Companies
Act, 2013, in Form MR-3 is attached as "Annexure A" to this report. The said
report does not contain any adverse observation or qualification requiring explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
D. COST AUDIT
The Cost Audit Report as prescribed under the Companies (Cost Records and Audit) Rules,
2014 is not applicable to the Company.
E. INTERNAL AUDIT & INTERNAL FINANCIAL CONTROLS
The in-house internal audit team is responsible for assurance with regard to the
effectiveness and efficiency of internal control systems and processes. The audit team in
your Company is independent, designed to add value and improve the Companys processes. It
helps the Company to accomplish its objective by bringing a systematic, disciplined
approach to evaluate and improve the effectiveness of risk management, control and the
governance process.
There are adequate internal financial controls in place with reference to financial
statements. During the year under review, these controls were tested and no significant
weakness was identified either in the design or operation of the controls.
The Board has appointed M/s. K. Gopalkrishnan & Co. as the Internal Auditor of the
company for the financial year 2017-18
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
POLICY MATTERS
A. NOMINATION AND REMUNERATION POLICY
The Nomination, Remuneration and Governance Committee of the Board of Directors is
responsible for recommending the appointment of Directors and Senior Management to the
Board of Directors of the Company. The Company has in place a Nomination and Remuneration
Policy containing the criteria for determining qualifications, positive attributes and
independence of a Director and policy relating to the remuneration of Directors, Key
Managerial Personnel and Senior Management personnel of the Company. Extracts from the
policy are reproduced in "Annexure B" to this report.
B. RISK MANAGEMENT FRAMEWORK
The Company has developed and implemented a risk management framework detailing the
various risks faced by the Company and methods and procedures for identification,
monitoring and mitigation of such risks. The Board of Directors of the Company has
formulated a Risk Management Policy which aims at enhancing shareholders value and
providing an optimum risk reward trade off. The risk management approach is based on a
clear understanding of the variety of risks that the organisation faces, disciplined risk
monitoring and measurement and continuous risk assessment and mitigation measures.
C. COPORATE SOCIAL RESPONSIBILITY POLICY
In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is not applicable to the Company.
D. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to promote ethical behaviour in all its
business activities and has in place a mechanism for employees to report any genuine
grievances, illegal, unethical behaviour, and suspected fraud or violation of laws, rules
and regulation or conduct to the Audit Committee of the Board of Directors. The policy
also provides for adequate protection to whistle blower against victimisation or
discriminatory practices. The Whistle Blower Policy is disclosed on the website of the
Company at www.samruddhirealty.com.
During the year under review, the Company did not receive any complaints relating to
unethical behaviour, actual or suspected fraud or violation of the Companys Code of
conduct from any employee or directors.
OTHER MATTERS
A. DEBENTURES
As on 31st March, 2017, the Company has three series of outstanding
Non-Convertible Debentures aggregating to Rs. 75,00,00,000(Rupees Seventy Five Crores).
The Debentures are unlisted debentures so the compliance of Listing Regulations with
respect to the Debentures is not applicable and the interest on the Debentures was paid on
time as per the Companies Act, 2013.
B. DEPOSITS
The Company did not accept any deposits in terms of Chapter V of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under
review and there are no outstanding deposits as on date.
C. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In compliance with Section 124 of the Companies Act, 2013 there was no dividend lying
in the unclaimed dividend account with the Company which needs to be transferred to
investor education and protection fund.
D. HUMAN RESOURCES
Employee relations continue to be cordial at all levels and in all divisions of the
Company. The Board of Directors would like to express their sincere appreciation to all
the employees for their continued hard work and steadfast dedication.
As on 31st March, 2018 the Company had an organisational strength of 28
employees.
E. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to the provisions of the Sexual Harassment of the Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 the Company has not received any case of
Sexual Harassment during the period under review.
F. CORPORATE GOVERNANCE
In accordance with Schedule V of the Listing Regulations the Company has complied with
the provisions of Corporate Governance. A separate report on Corporate Governance is
annexed as "Annexure C" and forms part of this Report.
G. CODE OF CONDUCT
The Company has laid down a code of conduct for the Directors as well as for all
employees of the Company. As prescribed under Regulation 17 of the Listing Regulations, a
declaration signed by the Chairman of the Company affirming compliance of Code of Conduct
by the Directors and Senior Management Personnel of the Company for the Financial Year
2017-18 forms a part of the Corporate Governance Report.
H. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Regulations, the Management
Discussion and Analysis Report is presented in a separate section of Annual Report.
I. EXTRACT OF THE ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of Annual Return for the
financial year ended March 31, 2018 in MGT- 9 is enclosed as Annexure E to this Report.
J. RELATED PARTY TRANSACTIONS
During the year, the Company did not enter into any contract/arrangement/transaction
with a related party which can be considered as material in terms of the policy on related
party transactions laid down by the Board of Directors. Related party transactions, if
any, pursuant to the Listing Regulations were approved by the Audit Committee from time to
time prior to entering into transactions undertaken during the financial year 2017-18 are
detailed in the Notes to Accounts of the Financial Statements.
K. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
In terms of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014, the details of energy conservation and technology
absorption, the Board has nothing to report under this Section.
The transaction involving foreign exchanges during the year is NIL.
L. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The details of the remuneration of Directors, Key Managerial personnel and the
statement of employees in receipt of remuneration exceeding the limits prescribed under
Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure to this
Report.
J. BUSINESS RESPONSIBILITY STATEMENT
As required under Regulation 34 of the Listing Regulations, the Business Responsibility
Report is given in Annexure to this report.
K. FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSSOCIATES
In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules,
2014, the financial position and performance of subsidiaries are given as Annexure to the
Consolidated Financial Statements.
L. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
M. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting familiarization programme for Independent
Directors of the Company. At the time of appointment, a formal letter of appointment is
given to Independent Directors which INTER-ALIA explains the role, functions, duties and
responsibilities expected from them as a Director of the Company. The Company conducts
structure orientation programmes for the Independent Directors to understand and get
updates on the business and operations of the Company on a continuous basis. Such
programmes provide an opportunity to the Independent Directors to interact with Senior
Leadership team of the Company and help them to understand the Companys strategy models,
operations services, product-offerings, finance, human resources and such other areas as
may arise from time to time.
N. STATEMENT PURSUANT TO LISTING AGREEMENT
The Companys equity shares are listed at Bombay Stock Exchange Limited, (SME segment).
The Annual listing fee for the year 2017-18 has been paid.
O. ADDITIONAL INFORMATION TO SHAREHOLDERS
All important information such as Financial Results, Project Updates etc are available
on Companys Website on regular basis.
ACKNOWLEDGEMENT
The Board of Directors wishes to thank the Central Government, State Government, RBI,
SEBI, and The Bombay Stock Exchange Limited (BSE) for their co-operation in various
spheres of Companys functions. The Board of Directors expresses its gratitude for the
co-operation extended by the Financial Institutions/ Term Lenders and Companys Bankers
for their valuable support. The Directors thank all the shareholders of the Company, its
customers and investors for their valuable support during the year and look forward to
their continued support in the years to come. The Company has also gained considerably
from the sincere and devoted services rendered by its employees at all levels. The Board
of Directors wishes to place on record its sincere appreciation of the employees efforts
in enhancing the image of the company in the market.
For and on behalf of the Board of Directors of Samruddhi Realty Limited
| Bangalore |
Herrrang D. Rawal |
V R Manjunath |
| Date: 13th August, 2018 |
Director |
Whole Time Director |
|
DIN-00513746 |
DIN-01134899 |
+91-9892691696
