Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Sri Krishna Constructions (India) Directors Report, Sri Krishna Con Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > MISCELLANEOUS > DIRECTORS REPORT - Sri Krishna Constructions (India)

Sri Krishna Constructions (India)

BSE: 539363|ISIN: INE094T01015|SECTOR: Miscellaneous
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
, 16:01
11.36
0
VOLUME 2
Sri Krishna Constructions (India) is not listed on NSE
Download Annual Report PDF Format 2017 | 2016
Directors Report Year End : Mar '16   

To,

The Members,

We are pleased to present the ELEVENTH ANNUAL REPORT and audited accounts of the company for the financial year ended on March 31, 2016.

FINANCIAL HIGHLIGHTS

(Figures in Rs.)

Particulars

For the year ended 31.03.2016

For the year ended 31.03.2015

Total revenue

18,19,36,948.00

28,50,68,426.00

Total expenses

15,91,17,826.00

24,92,50,447.00

Profit before exceptional Item & Tax

2,28,19,122.00

3,58,17,979.00

Loss/profit on sale of Fixed Asset

(1,95,655.00)

17,06,979.00

Profit before tax

2,30,14,777.00

3,41,11,000.00

Total Tax Expenses

57,62,109.00

1,13,30,392.00

Profit after Tax (PAT)

1,72,52,668.00

2,27,80,608.00

Appropriations

Transfer to general reserve

Nil

Nil

Dividend

Nil

Nil

Balance c/f out of current year PAT

1,72,52,668.00

2,27,80,608.00

NATURE OF BUSINESS

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.

HIGHLIGHTS OF F.Y. 2015-16

- Conversion of 10, 00,000 (Ten lakh) Preference shares of Rs. 10/- each i.e. 1, 00, 00,000.00 (One Crores Only) to Equity Shares as on 16.06.2015.

- Conversion of “Sri Krishna Constructions (India) Private Limited” to “Sri Krishna Constructions (India) Limited” as on 16.06.2015.

- Alteration of Memorandum and Article of Association as on 16.06.2015

- Re-constitutions of Board of Directors.

- Fixed Borrowing Power of the Board up to 100 Crores.

- Fixed Investment Limited for Board up to 100 Crores.

- Issued 50, 00,000 (Fifty lakh) Bonus shares of Rs. 10 per shares to the existing Shareholder.

- Appointment of Mr. Kailash Dhirendra Dubal as Chairman & Managing Director of Company.

- Initial Public Offer (10.09.2015 to 15.09.2015) which is over subscribed by 1.50 Times and issued 25, 20,000 shares of Rs.45 each (Including premium of Rs. 35) to public.

- Listing of Shares in BSE limited under SME Segment as on 01.10.2015.

FINANCIAL PERFORMANCE

During the year under review, the Company earned a profit before tax of Rs. 2.30 Crores as compared to Rs. 3.41 Crores in the corresponding previous year representing a decrease of 32.60% (approximately). The Company earned a profit after tax of Rs. 1.73 Crores as compared to Rs. 2.28 Crores in the corresponding previous year representing a decrease of 24.12% (approximately). During the financial year Company had raised 11.34 Crores from Public through Initial Public Offer. Total 25, 20,000 (Twenty five lakh twenty thousand) shares of Rs. 45 per shares (including premium of Rs.35 per shares) were issued to the respective Share holder.

TRANSFER TO RESERVES

It is not proposed to transfer any amount out of the current profits to General Reserve.

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

ISSUE OF BONUS SHARES

During the year under review, the Company issued bonus equity shares in the ratio of five equity share of Rs. 10/- each fully paid up for every two equity shares held by the shareholders of the Company as on the Record Date. The aggregate number of bonus equity shares issued was 50, 00,000 (Fifty Lakh only). The allotment of these shares was made on June 18, 2015.

INITIAL PUBLIC OFFER

During the financial year Company had raised Rs. 11.34 Crores from Public through Initial Public Offer. Total 25, 20,000 (Twenty five lakh twenty thousand) new shares of Rs. 45 per shares (including premium of Rs.35 per shares) were issued to the respective Share holder.

ALTERATION OF ARTICLES OF ASSOCIATION

The Articles of Association of the Company were altered during the year to align with the requirements of the Companies Act, 2013 and for the Conversion of Company from Private Limited to Public Limited Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION

The Memorandum of Association of the Company were altered during the year to align with the requirements of the Companies Act, 2013 and for the Conversion of Company from Private Limited to Public Limited Company.

LISTING OF SHARE IN BSE LIMITED UNDER SME SEGMENT

The financial year 2015-16 is one of the most successful year for Sri Krishna Constructions (India) Limited; as now we are listed in BSE limited under SME Segment as from October 01, 2015.

Pursuant to the provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Mahesh Liladhar Soneji, Mr. Rashotham Krishnarao Devale, Mr. Pradeepa Ramegowda Danasale and Mr. Vivek Umesh Shah, were appointed as Independent Directors of the Company for a term of five years from the date of appointment.

Pursuant to the Provisions of Section 196, 197 and 203 of the Companies Act, 2013 and Rules made there under (including any modifications or re-enactment) and read with Schedule V of the companies Act, 2013. Mr. Kailash Dhirendra Dubal is appointed as a Managing Director of the company w.e.f. 22.06.2015.

Pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions and rules made there under, Mr. Sunil D Surana is appointed as a Non-executive Director of the Company w.e.f. 22.06.2015

Pursuant to Section 203 of the Companies Act, 2013 and other applicable Provision & Rule made there under, Mr. Jignesh Dhirendra Dubal and Mr. Barun Pandey is appointed as a Chief Financial Officer and Company Secretary of the Company w.e.f. 22.06.2015 and 23.06.2015 respectively.

AUDITORS REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

AUDITORS

At the 10th Annual General Meeting of the Company held on June 17, 2015 M/S. Suthar & Co., Chartered Accountants were re-appointed as the Statutory Auditors of the Company.

In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditors shall be subject to ratification by the Members at every Annual General Meeting.

In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

INTERNAL AUDITORS

The Board has appointed Mrs. Sujtha M as the Internal Auditor of the company for the financial year 2015-16.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this report.

INTERNAL FINANCIAL CONTROLS

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

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.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

MEETINGS OF THE BOARD

The Board of Directors met 18 times during the financial year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The details of the Board of Directors meetings are as follows:-

27.04.2015; 01.06.2015; 16.06.2015; 16.06.2015; 18.06.2015; 22.06.2015; 22.06.2015; 23.06.2015; 30.06.2015; 03.07.2015; 07.07.2015; 17.07.2015; 22.07.2015; 23.07.2015; 04.08.2015; 28.09.2015; 14.11.2015; 03.03.2016

The Audit Committee comprises Mr. Rashotham Krishnarao Devale as Chairman, Mr. Sunil D Surana and Mr. Pradeepa Ramegowda Danasale as members. All the recommendations made by the Audit Committee were accepted by the Board.

The Members of Audit Committee were met two times during the financial year ended 31.03.2016, In accordance with the need of their meeting, i.e. 14.11.2015 and 03.03.2016.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprises of Mr. Vivek U Shah as Chairman, Mr. M.L. Soneji, Mr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. All recommendation made by Committee were accepted by the Board.

The Members of N&R Committee was met one time during the financial year ended 31.03.2016, in accordance of their needs of meeting. i.e. 22.06.2015

STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee is comprises of Mr. Rashotham Krishnarao Devale as Chairman, Mr. Kailash D Dubal and Mr. Pradeepa Ramegowda Dansale. All recommendation made by Committee were accepted by the Board.

The Members of Stakeholder’s Relationship Committee was met one time during the financial year ended 31.03.2016, in accordance of their needs of meeting. i.e. 28.09.2015

Additionally, during the financial year ended March 31, 2016 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.

DIRECTOR’S 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, 2016, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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, 2016 and of the profits of the Company for the year ended on that date;

c. proper and sufficient care was 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;

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.

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 Company’s strategy models, operations services, product-offerings, finance, human resources and such other areas as may arise from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at www.skcipl.in

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and other applicable provision and law, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2016 made under the provisions of Section 92(3) is attached as Annexure - 1 which forms part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) amendments Rules, 2016 is attached as Annexure - 2 and forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are attached as Annexure-3 to this report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company’s equity shares are listed at Bombay Stock Exchange Limited, (SME segment). The Annual listing fee for the year 2015-16 has been paid.

SECRETARIAL AUDIT

As required under the provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Mr. Gaurav Jain, Practising Company Secretary in Form MR-3 for the FY 2015-16 is attached as Annexure - 4 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.

CORPORATE GOVERNANCE

As per Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the compliance with the Corporate Governance Provisions as specified in Regulations 17, 18,19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub- regulations (2) of regulations 46 and para C,D and E of schedule V shall not applied.

Even though SKC have a Good Corporate Governance Practice, a brief Report on Corporate Governance is attached as Annexure - 5.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the Annual Report as a Annexure -6

HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the management objectives by the employees. The Company has consistently tried to improve its HR policies and processes so as to acquire, nurture & retain the best of the available talent in the Industry.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the Company''s business activities, the Directors have nothing to report under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy & Technology Absorption.

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:

- Details relating to deposits covered under Chapter V of the Act

- Disclosure relating to equity shares with differential rights

- Disclosure relating to sweat equity shares

- Disclosure relating to employee stock option scheme

- Disclosure in respect of voting rights not directly exercised by the employees

- Disclosure of significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- Disclosure under Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, since the Company is not covered under Section 135 of the Companies Act, 2013.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ‘said Act’) has been made effective w.e.f. December 9, 2013. It is an Act to provide protection against sexual harassment of women at workplace and for the prevention and Redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

During the year under review, no complaints were filed with the Company under the provisions of the said Act.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government, State Government, RBI, SEBI, and The BSE Limited (BSE) for their co-operation in various spheres of Company’s functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders and Company’s 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 employee’s efforts in enhancing the image of the company in the market.

On behave of Board

Chairman and Managing Director CFO & Director

DIN - 01771805 DIN:- 02210175

Place: Bangalore

Date: 10.09.2016

Source : Dion Global Solutions Limited
Quick Links for srikrishnaconstructionsindia
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.