On behalf of the Board of Directors, it is our pleasure to present the Fiftieth (50th) Annual Report together with the Audited Statement of Accounts of M/s. Shelter Infra Projects Limited ("the Company") for the year ended 31st March, 2022.
The summarized standalone results of your Company are given in the table below.
Financial Year ended
|Profit/(loss) before Interest, Depreciation & Tax (EBITDA)||(19.77)||126.28|
|Provision for Income Tax|
|(including for earlier years)||(20.72)||(16.79)|
|Net Profit/ (Loss) After Tax||(56.80)||89.64|
|Profit/(Loss) brought forward from previous year||265.97||176.33|
|Amount transferred consequent to Scheme of Merger||-||-|
|Profit/(Loss) carried to Balance Sheet||208.78||265.97|
Previous year figures have been regrouped/rearranged wherever necessary.
The paid up Equity Share Capital as on March 31, 2022 was Rs. 3,56,62,000/- consisting of 3566200 shares of Rs. 10/- each. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the Financial Year under review.
Your Directors regret not to declare any Dividend for the Financial Year under review as operating profit will be absorbed for the future development of projects.
During the Financial Year under review, total revenue decreased from Rs. 338.97 Lakhs to Rs. 241.85 Lakhs. The Company has incurred loss of Rs. 56.80 Lakhs due to low performance in business for the Financial Year 2021-22 compared to the net profit of Rs. 89.65 Lakhs incurred during the Financial Year 2020-2021
TRANSFER TO RESERVE
The Board of the company does not recommend any amount to be transferred to Reserves in view of losses being incurred during the Financial Year 2021-22.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of the Business of the Company during the FY 2021-22
MATERIAL CHANGES & COMMITMENTS
Pursuant to Sec 134 (4) (l) of the Companies Act, 2013 (the Act), no material changes & Commitments affecting financial position of the company occurring between the end of the financial year of the company to which the financial statements relate and the date of the report.
CHANGES IN SHARE CAPITAL DURING FY-2021-22
There was no change in Share Capital during the Financial Year 2021-2022 under review.
SUBSIDIARY / JOINT VENTURES / ASSOCIATES
Your Company has no Subsidiaries or Associate or Joint Venture Company. However, the Company is the Subsidiary of M/s Ramayana Promoters Private Limited in respect of its holding more than 50% Share Capital.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statement as attached with this Annual Report.
INDUSTRY SCENARIO IN FUTURE:
The real estate sector is one of the most globally recognized sectors. The real estate sector comprises four sub sectors - housing, retail, hospitality and commercial. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy.
By 2040, real estate market will grow to 65,000 crore from 12,000 crore in 2019. Real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030 from US$ 120 billion in 2017 and contribute 13% to the countrys GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs. Indian real estate is expected to increase by 19.5% CAGR from 2017 to 2028.
After the unlocking process was initiated in the third quarter of 2020, the residential and office markets started showing promising signs of revival. As business activities resumed with the gradual opening of the economy in the third quarter of 2020, the office market witnessed green shoots of recovery.
In the backdrop of such uncertainties, institutional investors would like to assess the impact of COVID-19 on the economy, commercial real estate and infrastructure assets before finalizing any major investment calls.
STATE OF THE COMPANYS AFFAIRS
With the onset of the COVID-19 outbreak that has affected the trade and industries worldwide, disruptions in business cycles are bound to impact the demand for commercial as well as residential spaces in the real estate market of India. With the number of enquiries slowing down, share market being impacted and generally slow economy, it will impact all the housing segments in the real estate industry. There is a silver lining for affordable housing schemes however as demand may continue to exist considering government incentives associated with it.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN;
Extract of the Annual Return vide MGT-9 is enclosed as an Annexure-1, in terms of Section 92(3) of the Companies
Act, 2013.The same is also available at Companys website at www.ccapltd.in
CHANGE IN BOARD OF DIRECTORS
a) Mr. Kamal Kishore Chowdhury (DIN-06742937), Whole Time Director of the Company was re-appointed at the age of 73 years for the term of another three (3) years from 13.08.2021 to 12.08.2024 by the Shareholders of the Company during the FY- 2020-2021.
b) Mrs. Sumita Mukherjee (DIN-06926000), appointed as an Additional Director in Independent capacity for a term of 5(Five) years dated 15th July, 2021 her appointment has been approved by the by the Shareholders during the FY- 2020-2021.
During the Financial year Seven (7) meetings of Board of Directors held on 04.06.2021, 30.06.2021,
15.07.2021, 13.08.2021, 12.11.2021, 19.01.2022 and 09.02.2022.
|Name of Director||No. of Board meetings attended||Attendance at last AGM|
|MR. SANKALAN DATTA||7||YES|
|MR. KAJAL CHATTERJEE||7||YES|
|MR. KAMAL KISHORE CHOWDHURY||7||YES|
|MRS. SUMITA MUKHERJEE||4||YES|
COMMITTEES OF BOARD:
To comply with the provisions of section 177 and 178 of the Companies Act, 2013("the Act) and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 the following Committees have been constituted by the Board of Director of the Company.
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee Meeting
a) During the Financial year 2021-2022 the Audit Committee held 5(Five) meetings on 04.06.2021, 30.06.2021, 13.08.2021, 12.11.2021 and 19.01.2022.
|Name of Director||No. of meetings attended|
|MR. SANKALAN DATTA||5|
|MRS. SUMITA MUKHERJEE||3|
2. Nomination & Remuneration Committee
a) During the Financial year 2021-2022 the Nomination & Remuneration Committee held 3(Three) Meetings on 15.07.2021, 19.01.2022, 09.02.2022
|Name of Director||No. of meetings attended|
|MR. SANKALAN DATTA||3|
|MRS. SUMITA MUKHERJEE||2|
3. Stakeholders Relationship Committee
a) During the Financial Year under Review, the Committee held 1(one) Meeting as on dated 15.07.2021.
|Name of Director||No. of meetings attended|
|MR. SANKALAN DATTA||1|
|MRS. SUMITA MUKHERJEE||NIL|
CHANGE IN COMMITTEES OF BOARD:
There has been a change in the above committees of the Board of Directors due to the Appointment of Mrs. Sumita Mukherjee dated 15th July, 2021 during the Financial Year 2021-22.
KEY MANAGERIAL PERSONNEL OF THE COMPANY
The following persons are Key Managerial Personnel of the Company for the financial year under review:-
|1. Mr. Kamal Kishore Chowdhury -||Whole Time Director|
|2. Ms. Aparupa Das -||Company Secretary|
|3. Anand Kumar Agarwal -||Chief Financial Officer(Resigned as on date 04.02.2022)|
|4. Mr. Asish Chatterjee -||Chief Financial Officer(appointed as on date 09.02.2022)|
Change in Key Managerial Personnel:
There has been a change in the Composition of the Key Managerial Personnel due to the Resignation of Mr. Anand Kumar Agarwal (CFO) on 4th February, 2022 and Appointment of Mr Asish Chatterjee dated 9th February, 2022 during the Financial Year 2021-22.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Companys website www.ccapltd.in under link - http://ccapltd.in/VIGIL%20MECHANISM.pdf.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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 directors had 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 at the end of the financial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
Pursuant to Sec 134 (3)(q) of the Companies Act, 2013 (the Act) The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. No Independent Director has retired during the year.
COMPANYS POLICY ON APPOINTMENT AND REMUNERATION:
This Policy envisages the role and responsibility of the Independent Directors, Constitution of the Nomination and Remuneration Committee, term of appointment of Managerial Personnel, Directors, KMPs, Senior Management, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel under Sec. 134 of the Act, KMPs, Senior Management, Independent Directors, etc. The Nomination and Remuneration Committee will consist of three or more nonexecutive directors, out of which at least one-half shall be independent director(s), provided that Chairperson of the Company may be appointed as a member of this Committee but shall not chair such Committee. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirements including the Listing Agreement. The meeting of Committee shall be held at such regular intervals as may be required to carry out the objectives set out in the Policy. The Committee members may attend the meeting physically or through Video conference or through permitted audio -visual mode, subject to the provisions of the applicable laws. The Committee shall have the authority to call such employee (s), senior official(s) and / or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee. For detailed information about the policy your are requested to visit your company website www.ccapltd.in.
Pursuant to Section 197(14) of the Companies Act, 2013 (the Act), There is no receipt of any commission by MD / WTD from a Company and also not receiving commission / remuneration from it Holding or subsidiary.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Basu Chanchani & Deb, Chartered Accountants (ICAI Firm Registration No. 301174E) was appointed as the Auditors of the Company from conclusion of the 45th AGM until conclusion of the 50th AGM of the Company scheduled to be held in the year 2022.
The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139 of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment at every AGM has been done away. Therefore, the requirement of ratifying the appointment of M/s. Basu Chanchani & Deb, as the Auditors of the Company at the every AGM does not arise.
Your Company has received a certificate from M/s. Basu Chanchani & Deb, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed there under. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of the Listing Regulations
EXPLANATION TO AUDITORS REMARKS
> The Company has not provided any amortization cost for development rights of Rs.556.30 Lakhs. The amount due for amortization up to date not yet ascertained by the Management.
> Liability of lease rent had not yet been paid or provided in books of accounts in respect of DN-1, Eternity Building, Sector-V, Salt Lake, Kolkata-91 and IB 63, Sector-III, Salt Lake. Moreover the quantum of lease amount based on lease deeds had not yet been ascertained in absence of the current market price of the said properties. However the matter will be dealt with in future with the relevant authorities.
> No Provision for Obsolete stock valued for INR. 79.37 Lakhs made in the accounts.
> All the pending provision will be taken in consideration after getting valuation work done by the Registered Valuer in considering the fact with the Management.
In terms of Section 204 of the Act and Rules made there under, Ms. Soma Saha, a Practicing Company Secretary (C.P. No. 12237, Mb No: 33125), having its office at 10, Old Post Office Street Room No: 42A, Kolkata - 700 001, have been appointed as Secretarial Auditor of the Company for the Financial Year 2021-2022. The report of the Secretarial Auditors is enclosed as an Annexure-2 to this report. The observation made therein is taken note of by the management and necessary steps have been taken to rectify it.
Securities Exchange Board of India (SEBI) vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.
Pursuant to the new Evaluation Framework adopted by the Board, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors for the financial year 20212022. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year under review.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk thereof.
Your Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules, 2014 of the Companies Act, 2013 (the Act), During the year under review, the no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations except:
|Statue||Nature of Dues||Amount(Rs in Lakhs)||Financial Year||Regulators|
|Income Tax Act 1961||Income tax and Interest||1032.00||2012-13||CIT Appeal, Kolkata|
|Income Tax Act 1961||Income tax and Interest||233.88||2014-15||CIT Appeal Kolkata|
|GST||Service Tax & Penalties||346.36||2011-16||Service Tax Appellate Tribunal|
|SEBI ACT/SCRA act,1956||Penalty||57.00||Dec 2016||SATS MUMBAI|
INTERNAL FINANCIAL CONTROLS
Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules, 2014 of the Companies Act, 2013 (the Act)The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Audit committee of your company has performed regular review on internal financial controls of your company.
RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No.AOC-2 as an Annexure-3.
The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Companys website www.ccapltd.in under link http://ccapltd.in/RELATED%20PARTY%20TRANSACTI0N%20P0LICY.pdf.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND DURING THE FINANCIAL YEAR UNDER REVIEW
The Company have not declared any Dividend since the Financial Year 2011-12, however the last Dividend declared was for the Financial Year 2010-11 and in accordance with the provisions of Section 124, 125 and other applicable provisions, if any, of the Companies Act,2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of dividends for the Financial Year 2010-2011 have been transferred to the IEPF. The Statement of amounts credited to Investor-IEPF-1-for all the previous years in which dividends declared before and for 2010-2011 , is available on the Companys website:http://www.ccapltd.in/
Members/claimants whose shares or unclaimed dividends, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim such shares or apply for refund by making an application to the IEPF Authority in Form I EPF-5 (available at http://www.iepf.gov.in).
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,as the paid-up Share Capital of the Company is less than 10 Crores and its Reserves are less than 25 Crore, provisions of the Corporate Governance is not applicable to your Company. However, adequate steps have been taken for better corporate governance.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2016
Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is given in Annexure-4 forming part of the Directors Report
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti -Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. All Employees (permanent, Contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during each calendar year.
-No of Complaints Received - NIL -No of Complaints Disposed off - NIL
The Board of Directors hereby affirms that your Company has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year under report.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Although your Companys core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation. During the period under review there was no foreign exchange earnings or out flow.
COST AUDIT RECORD
The company is not required to maintain Cost Audit records in term of Section 148 (1) of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Rules under Sec.135 of the Companies Act, 2013 is not applicable to your Company.
The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.
|On behalf of the Board|
|For Shelter Infra Projects Limited|
|KAMAL KISHORE CHOWDHURY||SANKALAN DATTA|
|DIN- 06742937||DIN - 02478232|
|(WHOLE TIME DIRECTOR)||(DIRECTOR)|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS