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Shelter Infra Projects Ltd.

BSE: 526839 | NSE: | Series: NA | ISIN: INE413C01013 | SECTOR: Construction & Contracting - Civil

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Annual Report

For Year :
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Director’s Report

Dear Shareholders, The behalf of the Board of Directors, it is our pleasure to present the Forty Third Annual Report together with the Audited Statement of Accounts of Shelter Infra Projects Limited (the Company) for the year ended 31st March, 2015. Financial Performance The summarized standalone results of your Company are given in the table below. Rs. in Lacs Particulars Financial Year ended Standalone 31/03/2015 31/03/2014 389.58 816.55 Total Income Profit/(loss) before 38.12 105.6 Interest, Depreciation & Tax (EBITDA) Finance Charges NIL 1.08 37.45 60.16 Depreciation Provision for Income Tax 25.02 (2.46) (including for earlier years) Net Profit/ (Loss) After (24.35) 46.82 Tax Profit/(Loss) brought (266.75) (313.57) forward from previous year Amount transferred NIL NIL consequent to Scheme of Merger Profit/(Loss) carried to (291.10) (266.75) Balance Sheet *previous year figures have been regrouped/rearranged wherever necessary. OPERATIONAL REVIEW: Gross revenues decrease to Rs. 389.58 Lacs, against Rs. 816.55 Lacs in the previous year. Profit before depreciation and taxation was Rs. 38.12 lacs against Rs. 105.6 Lacs in the previous year. After providing for depreciation and taxation of Rs. 37.45 Lacs & Rs 25.02 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. (24.35) Lacs as against Rs. 46.82, lacs in the previous year. Due to tough market conditions and on account of very high levels of taxation the company''s turnover in terms of value has reduced at a marginal 47.71 % during the year under review. However, the profit after tax has reduced by 152% due to unprecedented high levels of Raw Material prices throughout the year. INDUSTRY SCENARIO The second half of 2014 was full of positive surprises for India''s real estate sector. Important events like banks lowering interest rates, RBI offering incentives for infrastructure financing and creation of real estate investment trusts (Reits) were one-of-its-kind initiatives that real estate developers cheered during last year. And, the two most remarkable events was unveiling of ''Make-in-India'' campaign and relaxation of FDI norms in construction sector has also brought in a lot of optimism into the sector, which is most of the times riddled with controversies. Now, when we have ushered into 2015, real estate developers and experts believe there could be even more interesting trends that would rule the real estate sector. Unlike conventional market trends, residential plots are gaining prominence amid property buyers. Buyers prefer to buy plots for attractive returns in the mid-to-long term horizon. This can further be justified by the fact that they are now considering upcoming smart cities, where apartment culture is yet to catch pace. Also, for the development of these smart cities, smaller areas in the peripheries are being identified. As this concept is yet to take off in most areas, plots tend to have become a strong investment option. Cities falling along the major industrial corridors are expected to see immense growth in the coming years. As each corridor passes through various existing industrial clusters, towns and cities, these are likely to become investment hubs. Thus, once completed, the real estate growth at India''s hinterlands, connected via these corridors, will be exponential. Affordable housing has become the talk of town ever since BJP, in their manifesto, promised ''housing for all'' by 2022.Post the budget, that opened a jackpot for affordable housing with a mammoth budget of Rs 4,000 crore (Rs 40 billion) and tax incentives for home loans, the mission got another facelift. In July 2014, RBI also tweaked the definition of affordable houses. As per the changed norms, home loans up to Rs 50,00,000 in metropolitan cities and Rs 40,00,000 in non-metro cities will now come under the purview of affordable housing. Smaller property sizes are now taking precedence over larger units across the metros. Large swanky homes that are huge on maintenance are no longer an attraction for several metropolitan buyers. This was also validated by our recent survey where maximum people preferred property sized 800-1,200 sq. ft. Moreover, understanding the affordability aspect of the prospective buyers, builders are also launching properties that are smaller in size but fall well within the budget of the home buyer. OUTLOOK: As we look forward to 2015, the macroeconomic environment is expected to continue to improve. The single- family housing sector pricing and sales continues to strengthen, albeit at a slow and inconsistent pace. These positive macroeconomic parameters could potentially provide a further boost to the strengthening Commercial Real Estate recovery. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs. 357.02 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. DIVIDEND: Your Directors regret to declare any dividend for the year under report due to the operating profit will be absorbed for the development of projects during the year. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. EXTRACT OF ANNUAL RETURN ; Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as ANNEXURE 1. COMMITTEES OF BOARD: The details of composition of the Committees of the Board of Directors are as under:- a. Audit Committee The Audit Committee comprises of 3 Directors Mr. Chinmoy Mazumdar as Chairman, Mr. Kamal Kishore Choudhury & Mr. Shibram Nag as members of the Committee. The Committee has the necessary financial background and expertise in financial and internal control areas. The composition of the Audit Committee and the details of meetings attended by the Directors are given below: Sl. Name Category No. 1. Mr. Chinmoy Mazumdar Non executive & (Chairman) Independent 2. Mr. Shib Ram Nag Non Executive & (Members) Independent 3. Mr. Kamal Kishore Non Executive & Choudhury Independent (Members) During the Financial year the Audit Committee held 4 meetings on 26.05.2014, 11.08.2014, 13.11.2014 and 03.02.2015. The Audit Committee of the Company meets before the Finalization of Accounts in each year and also meets in each quarter before the results of that quarter is published in the newspapers and informed to the stock exchanges, as required under clause 41 of the Listing Agreement. Vigil mechanism Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (the Code), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called Whistle Blower PolicyRs, for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company code of conduct. In compliance of the above requirements, SHELTER INFRA PROJECTS LIMITED, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. SCOPE The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving: 1. Breach of the Company Code of Conduct 2. Breach of Business Integrity and Ethics 3. Breach of terms and conditions of employment and rules thereof 4. Intentional Financial irregularities, including fraud, or suspected fraud 5. Deliberate violation of laws/regulations 6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment 7. Manipulation of company data/records 8. Pilferation of confidential/propriety information 9. Gross Wastage/misappropriation of Company funds/assets PROCEDURE All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English. The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as Protected disclosure under the Whistle Blower policy or sent through email with the subject Protected disclosure under the Whistle Blower policy. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure. All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases. The contact details of the Vigilance Officer are as under:- VIGILANCE OFFICER: COMPANY SECRETARY CUM COMPLIANCE OFFICER ETERNITY BUILDING DN-1, SECTOR - V, SALT LAKE, KOLKATA, West Bengal 700091 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer. On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ccapltd.in b. Nomination & Remuneration Committee Sl. No. Name Category 1 Mr Chinmoy Mazumdar Non executive & (Chairman) Independent 2 Mr Shib Ram Nag Non Executive & (Member) Independent 3 Mr Kamal Kishore Non Executive & Choudhoury Independent (Member) During the year, the Committee had met on 06.06.2014 & 12.02.2015. c. Stakeholders Relationship Committee Sl. No. Name Chairman/Members 1 Mr Chinmoy Chairman Mazumdar (Non Executive) 2 Mr Dwija Das Member Chatterjee 3 Kamal Kishor Member Choudhary During the year, the Committee had met on 27.05.2014, 28.06.2014, 24.07.2014, 05.09.2014 and 04.02.2015, DIRECTOR''S 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. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS: In the last AGM held on 26th September 2014, M/s. G. Basu & Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 1 years. On recommendation Audit committee, Board has proposed M/s. G.Basu & Company, Chartered Accountants (Registration No. 301174E), re-appointment of Statutory Auditors for financial year 2015-16 is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are explained below. - In view of pending one time settlement proposal with the State Bank of Bank, interest from October, 2012 has not been considered as a stop gap arrangement and not as a deviation of AS1. SECRETARIAL AUDIT: In terms of Section 204 of the Act and Rules made there under, M/s. K. Arun & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE 2 to this report. The report is self-explanatory and do not call for any further comments. RISK MANAGEMENT POLICY In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. HUMAN RESOURCES : Your Company treats its human resources as one of its most important assets. Your Company continuously invest 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. DECLARATION BY INDEPENDENT DIRECTORS Mr Sankalan Dutta ,Mr. Kajal Chatterjee, Mr. Kamal Kishore Chowdhary and Mr. Shib Ram Nag are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company. COMPANY''S 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 Managemenot, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel, 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS : 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 company''s operations. HOLDING AND SUBSIDIARIES: Your Company continues to be the Subsidiary of Ramayana Promoters Pvt. Ltd. Further, the Company has no subsidiaries. INDUSTRIAL RELATIONS: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. INTERNAL FINANCIAL CONTROLS 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: All Related Party Transactions that were entered into during the financial year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement. 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 Company''s website www.ccapltd.in. The Company in the ordinary course of its business, enters into transactions relating to Sale, purchase or supply of any goods or materials, Selling or otherwise disposing of, or buying, property of any kind, Leasing of property of any kind, Availing or rendering of any services, Appointment of any agent for purchase or sale of goods, materials, services or property, other obligations from Senguro Infracon Pvt. Ltd., Shelter Brickfields, Akankha Nirman pvt Ltd. and MZM Nirman Pvt. Ltd. who is a ''Related Party'' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be ''material'' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution. A resolution for approval of this Related Party Transaction has been included in the Notice convening the ensuing AGM of the Company. Details of Transaction made at arm''s length price are attached as ANNEXURE 3. 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 Company''s 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. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is as under; (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Rs. 9033.5/- (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; No increment (iii) the percentage increase in the median remuneration of employees in the financial year; No increment (iv) the number of permanent employees on the rolls of company; 22 nos (v) the explanation on the relationship between average increase in remuneration and company performance; N/A (vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased (vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; There is no variations in the market capitalization of the company, There is no changes in pe ratio (viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; N/A (ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased Company has made Nomination Remuneration Policy so that the remuneration is as per the remuneration policy of the company. For detailed information about the policy your are requested to visit your company website www.ccapltd.in. There was no employees in the company ; i) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; ii) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Chinmoy Majumdar, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Any director of the company is not resigned during the year. Miss. Maumana Pal is appointed as an Additional Director under independent category seeking appointment under section 152 and other applicable provision of Company act 2013. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has no unpaid and unclaimed amounts lying with the Company, with respect to financial year 2006-07 as no dividend was declared in said year. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 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 - NILL FOREIGN EXCHANGE EARNINGS AND OUT-GO : During the period under review there was no foreign exchange earnings or out flow. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Although your Company''s 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. Your company has not undertaken any research and development activity nor any specific technology obtained from any external sources during the year under review, which needs to be absorbed or adopted. There are no foreign exchange earnings or outgo during the year under review. ACKNOWLEDGEMENT Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support. For and on behalf of the Board Shelter Infra Projects Limited SANKALAN DATTA DWIJA DAS CHATTERJEE DIN- 02478232 DIN - 02183974 (DIRECTOR) (WHOLE TIME DIRECTOR) Date :28TH MAY 2015 Place : KOLKATA

Director’s Report