To,
The Members.
We are pleased to present the FIFTEENTH ANNUAL REPORT and audited accounts of the
company for the financial year ended on March 31,2020.
1. FINANCIAL HIGHLIGHTS
|
|
(Figures in Rs.) |
Particulars |
For the year ended |
For the year ended |
|
31-03-2020 |
31-03-2019 |
Total revenue |
5,52,49,324 |
12,60,33,230 |
Total expenses |
4,72,42,473 |
12,05,10,150 |
Profit before exceptional Item Sc Tax |
80,06,851 |
55,23,080 |
Los^profit on sale of Fixed Asset |
- |
62,53,325 |
Profit before tax |
80,06,851 |
1,17,76,405 |
Total Tax Expenses |
5,94,453 |
35,03,415 |
Profit after Tax (PAT) |
74,12,398 |
82,72,990 |
EPS |
0.71 |
0.79 |
2. 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.
3. PERFORMANCE
Your Company has earned profits of Rs. 74,12,398.00 for the year under review. At the
outset the Management would like to convey gratitude to the Shareholders for having trust
and confidence in the Company and being continuously supporting the Company.
4. FINANCIAL PERFORMANCE
During Ihc year under review, the Company earned a profit before tax of Rs. 80,06,851
compared to Rs. 1,17,76,405 in the corresponding previous year representing decreaseof 32%
(approximately). The Company earned a profit after tax of Rs. 74,12,398 as compared to Rs.
8^72,990 in the corresponding previous year representing a decrease of 10.40%
(approximately).
5. TRANSFER TO RESERVES
It is not proposed to transfer any amount out of the current profits to General
Reserve.
6. DIVIDEND
However, with the view to conserve the resources of company the directors are not
recommending any dividend in the last year.
7. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of business during the year under review as
prescribed in # Rule 8(ii) of the Companies (Accounts) Rules, 2014.
8. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There was no material changes and commitments between the end of the Financial Year and
the Date of the Report, which affect the financial position of the Company.
9. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant events subsequent to the date of financial statements apart
from the matters mentioned above points.
10. LISTING OF SHARES IN BSE LIMITED UNDER MAIN BOARD
Under review your company got migrated & admitted to dealings on the Mainboard
Platform in the list of 'B' Group May 29,2018.
11. DIRECTORS AND KEY MANAGERIAL j^ONNEL
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.
Ravi Singhania Mr. Sudhakar Shetty are Independent Directors of the Company during the
year under review.
Mr. Sunil Surana Devichand is Non- Executive Director of the company.
Mr. Kaiiash Dhirendra Dubai is the Executive Director and Managing Director of the
company. Mrs. Bhavika Kaiiash Dubai is the Executive Director of the company.
12. AUDITORS REPORT
The Auditor's report does not contain any qualification. 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.
13. AUDITORS
At the 12th Annual General Meeting of the Company held on 29th September, 2017 Mr.
Bharat Kumar A Bohra, Chartered Accountants were appointed as the Statutory Auditors of
the Company for 5 years to act as Statutory Auditors of the Company for the Financial year
2017-18 to 2021-22 and ratification of their appointment is not required as per the
amended provisions of the Companies Act 2013.
14. INTERNAL AUDITORS
The Board has appointed Mr. Berulal Suthar, Chartered Accountant as the Internal
Auditor of the company for the financial year 2020-21.
15. DISCLOSURES UNDER SECTION 134(3) fl) 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.
16. 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.
17. 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- Annexure -7. 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 pecuniar)' relationships or transactions vis-a-vis the
Company.
18. 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.
19. 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.
20. MEETINGS OF TIIE BOARD
Hie Board of Directors met 7 times during the financial year ended March 31,2020 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: -
28.05.2019,11.082019, 01.09.2019, 29.09.2019,14.11.2019,08.02.2020, and 25.022020
21. AUDIT COMMITTEE
The Audit Committee comprises Mr. Ravi Singhania as Chairman, Mr. Sunil DSurana,
Abhishek Swaraj and Lalit Jain as members. All the recommendations made by the Audit
Committee were accepted by the Board.
S. No |
Name |
Designation |
|
1 |
Lalit Jain |
Member |
Non-Executive - Non-Independent Director |
2 |
Sunil D Surana |
Member |
Non-Executive -IndependentDirector |
3 |
Ravi Singhania |
Chairperson |
Non-Executive -Independent Director |
4 |
Bhavika Kailash Dubai |
Member |
Executive - Independent Director |
The Members of Audit Committee met 4 times of the financial year ended 31/03/2020 times
during the financial year ended 31.03.2019, In accordance with the need of their meeting,
i.e 28.05.2019,11.082019,14.11.2019,08.012020
22. NOMINATION AND REMUNERATION COMMITTEE
S. No |
Name |
Designation |
|
1 |
Lalit Jain |
Member |
Non-Executive - Non -Independent Director |
2 |
Sunil D Surana |
Member |
Non-Executive - Independent Director |
3 |
Ravi Singhania |
Chairperson |
Non-Executive - Independent Director |
4 |
Mrs. Bhavika Kailash Dubai |
Member |
Executive Non-Independent Director |
The Members of N&R Committee met one time on 31/03/2020 during the financial year
ended 31.03.2020, in accordance of their needs of meeting, i.e., 08/02/2020.
23. STAKEHOLDERS RELATIONSHIP COMMITTEE
S. No |
Name |
Designation |
|
1 |
Lalit Jain |
Member |
Non-Executive - Independent Director |
2 |
Sunil D Surarva |
Member |
Non-Executive-Nan4ndepcndentDirector |
3 |
Ravi Singhania |
Chairperson |
Non-Executive - Independent Director |
4 |
Shesh Jayaram Mokhashi |
Member |
Non-Executivc - Independent Director |
The Members of Stakeholder's Relationship Committee met 2 times during the financial
year ended 31.03.2020, in accordance of their needs of meeting, i.c., 11/08/2019 and
08/02/2020.
Additionally, during the financial year ended March 31,2020 the Independent Directors
held a separate meeting in compliance with the requirements of Schedule IV of the
Companies Act, 2013.
24. 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. 2020, 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 31,2020 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.
25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting familiarization program for Independent
Directors of the Company. At the time of appointment, a formal letter of appointment is
given to Independent Directors which inler-alla explains ilte role, functions, duties and
responsibilities expected from them as a Director of the Company. The Company conducts
structure orientation programs for the Independent Directors to understand and get updates
on the business and operations of the Company on a continuous basis. Such programs 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.
26. 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-sfed!-corn;
27. 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,
28. 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 31,2020 made under the provisions of
Section 92(3) is attached as Annexure -1 which forms part of this Report.
29. 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.
30. 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 Annexurc-3
to this report.
31. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's equity shares are listed at BSE Limited. The Annual listing fee for the
year 2020*21 had been paid.
32. 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. T P Krishna Mohan Practising
Company Secretary in Form MR-3 for the FY 2019-20 is attached as Annexurc - 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.
33. CORPORATE GOVERNANCE
As required under the Companies Act, 2013, your Company has taken adequate steps to
adhere to all the stipulations laid down Regulation 34 read with Schedule V of the SEB1
(Listing Obligations and Disclosure Requirements) Regulation 2015. A report on Corporate
Governance is included as a part of this Annual Report as (Anncxure -V).
Certificate from a Practicing Company Secretary confirming the compliance with the
conditions of Corporate Governance as stipulated under Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2C15, obtained is attached to this
report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report has been separately furnished in the
Annual Report as an Annexurc -6
35. 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.
36. 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 134p)(m) of the Companies Act, 2013 read with RuJe 8(3) of the Companies
(Accounts Rules, 2014) with reference to Conservation of Energy & Technology
Absorption.
37. GENERAL
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 u nder 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 01 Companies Acl,2013.
38. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdrcssal)
Act, 2013 (the 'said Act') has been made effective w.e.f. December 9, 2013. It is an Act
to provide protection againsts exualharassment ofwomenatworkplnceandforthcpreventionand
Redressalofcomplaint s 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.
39. ACKNOWLEDGEMENT
The Board of Directors wishes to thank the Central Government State Government, RBI.
SEBL and The BSE Limited (BSE) for their co-opcration in various spheres of Company's
functions. The Board of Directors expresses its gratitude for the co-operation extended by
the Financial Institutions/Tcrm 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 Behalf of the Board |
Mr. Kailash Dhircndra Dubai |
Mrs. Bhavika Kailash Dubai |
Chairman and Managing Director |
Director |
DIN -01771805 |
DIN-07169234 |
Place - Bangalore A |
|
Date - 27th February 2021 |
|