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
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