| Dear members,
The Directors take pleasure in presenting before the shareholders the
55th Annual Report together with the audited statement of accounts of
the Company for the year ended 31st March, 2015
1. Financial Highlights
Particulars Year ended Year Ended
March 31, 2015 March 31,2014
Revenue from Operations - 126,10,026
Other lncome 59,913 -
Profit/Loss before Taxation (22,32,672) 9,30,750
Less: Taxation
* Current Tax - -
* Deferred Tax (4,72,143) 3,63,492
Profit / Loss after Tax (17,60,529) 5,67,259
Balance Carried to (17,60,529) 5,67,259
Balance Sheet
2. Operations:
During the year under review, the company posted a loss of Rs. 17.61
lacs as against a profit of Rs.5.67 lacs earned during the previous
year.
As reported earlier, the company has made considerable progress in Slum
Rehabilitation Project at Bhandup The Board of Directors are pleased to
place before the members additional developments in its operations:
I. The company was hitherto jointly developing an area admeasuring
2159 sq. mtrs of slum property with Mr. Vaibhav Kokate. During the
year the company has entered into a partnership with Mr. Kokate in a
firm named Shree Swami Samrath Builders and Developers wherein the
company has contributed to 50% of the capital of the partnership.
II. By virtue of a registered deed the company has transferred
development rights pertaining to 2159 sq. mtrs owned by it to the
partnership firm SSSBD. Mr. Kokate has also transferred land belonging
to him into the partnership, In lieu of the company transferring the
development rights it be entitled to a percentage of the saleable area
post the merger of the two land parcels which would be delivered to the
company post obtaining the Occupation Certificate by SSSBD.
III. Further the company is entitled to 50% share in the profits of the
firm SSSBD less what it would have received during the pendency of the
project.
3. Future Prospects:
There is tremendous growth potential in the area of redevelopment of
slums. With acute scarcity of land in Mumbai Slum redevelopment offers
considerable scope. With the handing over of the new houses developed
and built up under the Slum Rehabilitation Project the Company has
witnessed considerable inflow of enquiries for further projects
relating to slum rehabilitation. These are being explored in detail.
4. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The internal control commensurate with the activities is supplemented
by continuous review by the management. The internal control system is
designed to ensure that every aspect of the company's activity is
properly monitored.
5 Public Deposits:
The company has not accepted any deposits, covered under Chapter V of
the Act,-
6. Particulars of Loans, Guarantees or investments:
The Company has not made investments and/or given loans, guarantees
during the year under review.
7. Statutory Auditors:
Pursuant to Section 139 of the Companies Act 2013, M/s.Bipin Shah &
Associates, Chartered Accountants, were appointed as the Auditors of
the Company for a period of five years from the conclusion of the 54th
Annual General Meeting. In terms of Section 139 of the Companies Act
2013 members need to ratify its appointment at the ensuing Annual
General Meeting.
8. Auditors' Report
There are no qualification, reservation or adverse remark or disclaimer
made by the auditor in their report.
9. Extract of the annual return
Extract of the annual return in Form No. MGT 9 is attached and forms
part of the report. (Annexure -1).
10 Corporate Social Responsibility (CSR)
Provisions of CSR are currently not applicable to the company
11 Corporate Governance:
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements as
stipulated by Securities and Exchange Board of India (SEBI).
The report on Corporate Governance as per the requirement of the
Listing Agreement forms an integral part of this Annual Report. The
requisite certificate from a Practising Company Secretary confirming
compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
12. Board of Directors:
A. Composition of the Board:
The composition of the Board is in conformity with Clause 49(H) of the
Listing Agreement which, inter alia, stipulates that the Board should
have an optimum combination of executive and non-executive directors
with at least one woman director and at least 50% of the Board should
consist independent directors, if the chairman of the board is an
executive director. If the chairman is a non-executive director, 1/3rd
of the Board should be independent directors.
As on 31st March, 2015 the Board comprised six Directors, of these, two
are independent Directors.
B Changes in Directors and Key Managerial Personnel:
The Board of Directors have appointed Ms. Sonal M. Shah, having
requisite DIN: 00199734 as the first woman director of the company with
effect from March 25, 2015, in compliance of regulatory directive under
Clause 49 of the amended Listing Agreement. Pursuant to Section 161 of
the Companies Act 2013, read with the Rules framed there under, she
shall hold the office up to the date of ensuing annual general meeting
or the last date on which the annual general meeting should have been
held, whichever is earlier. Notice along with the necessary deposit of
Rs One lac has been received from a member under Section 160 of the
Companies Act, 2013, proposing the appointment of Ms. Sonal M. Shah as
Director of the Company. Ms. Sonal M. Shah would be liable to retire by
rotation in terms of Sections 149 and 152 of the Companies Act 2013.
Mr. S. Ramamurthi, who retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
C. Number of Board Meetings held during the year ended 31st March, 2015
and the dates of the Board Meetings:
Four Meetings of the Board of Directors were held. The dates on which
the said meetings were held are as follows:
27th May, 2014; 14thAugust, 2014; 5th November, 2014 and 13th February,
2015
Directors' attendance records:
Name of Director Designations No.of
Category of Board
Directorship Meeting
attended
Mr. V.B.Haribhakti Chairman 4
Non-Executive
Independent
Director
Mr.S.Ramamurthi Non-Executive 4
Director promoter
Mr.Nilesh Dand Non-Executive 4
Director promoter
Mr.Chetan R. Shah Non-Executive 4
Director promoter
Mr.V.Ranganathan Non-Executive 4
Independent
Director
Mrs.Sonal M.Shah* Non-Executive -
Director-Promoter
* Mrs. Sonal M. Shah has been appointed Additional Director of the
Company effective from 25th March, 2015.
13. Board Committees:
The Board of Directors has constituted four Committees viz. Audit
Committee, Nomination and Remuneration Committee, Stakeholders'
Grievance Committee and Committee of Board of Directors. All decisions
pertaining to the constitution of Committees, appointment of Members
and fixing of terms of reference / role of the committees are taken by
the Board of Directors.
14. Particulars of contracts or arrangements with related parties:
During the financial year no transactions fall under the purview of
section 188 of Companies Act. 2013, hence it is not applicable.
15 Secretarial Audit Report
Secretarial Audit for the F.Y. 2014-15 was conducted by Mr.V.
Nagarajan, Company Secretary in Practice in accordance with the
provisions of Section 204 of the Companies Act, 2013. The Secretarial
Auditor's Report is attached to this Report (Annexure II).
16. Cost Auditor:
Pursuant to Section 148 (1) of the Central Government and Companies
(Cost Record & Audit) Rules 2014 dated June 30, 2014 the appointment of
Cost Auditors is not applicable to the Company. However, in compliance
of Section 209 (1) (d), 600 (3) (b) of the Companies Act, 1956 and
relevant Cost Accounting Records Rules, 2011 a Compliance Report
obtained from the practicing cost accountant is uploaded in MCA Portal
every year.
17. Vigil Mechanism
Vigil Mechansim policy has been introduced by the Board on the
framework for reporting instances of unethical/improper conduct and
action for suitable steps to investigate and correct the same.
18. Risk management policy
Risk Management Policy has been adopted by the Board to ensure
sustainable growth by implementing a pro-active approach in reporting,
evaluating and controlling/resolving risks associated with the business
of the company. In order to achieve this, the Policy establishes a
structured and disciplined approach to Risk Management, including the
development of the risk areas, so as to guide decisions on risk related
issues.
19. Declaration of Independence:
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence as
prescribed under the provisions of the Companies Act, 2013 read with
the Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
20. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in Clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013 states that:
-
i. That in the preparation of the accounts for the year ended 31st
March 2015, the applicable accounting standards have been followed;
ii. That appropriate accounting policies have been selected and
applied consistently and reasonably so as to give a true and fair view
of the state of affairs of the Company and of the profit or loss of the
Company for the year under review, as at 31-3-2015;
iii That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv That the annual accounts for the year ended 31st March, 2015 have
been prepared on the basis that the Company is "Going Concern".
v. 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.
vi. Being a listed company, 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.
21. Disclosure under Section 134(3)(m) of the Companies Act, 2013:
The disclosure relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is not applicable.
However, while developing the SRA Project and the sale of buildings the
Company adopts basic environment friendly measures in it construction
activities and endeavour to practice the sustainability measures to
improve the livelihood of the society at large.
22. Listing:
The Equity Shares of the company are listed with the Bombay Stock
Exchange Limited. The company has paid the Annual Listing fee for the
year2014-15.
23. Dematerialization of shares:
Members are aware that the company's equity shares are under compulsory
trading in dematerialized form for all categories of investors.
24. Particulars of employees:
The Company has no employee who receives remuneration to the extent
provided in Rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 for the year ended 31st March,
2015.
ON BEHALF OF THE BOARD OF DIRECTORS
CHAIRMAN
Regd. Office:
Marathon FutureX,
N. M. Joshi Marg, Lower Parel (W),
Mumbai 400013
Place: Mumbai
Dated: 27th May, 2015
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