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Directors Report of Shervani Industrial Syndicate Ltd.
Mar 31, 2024
Dear Members,
Your Director''s take pleasure in presenting the 76th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2024.
|
FINANCIAL RESULTS |
|
|
Particulars |
(Rs. in Lakh) |
|
Total Revenue |
14,174 |
|
Profit before Depreciation |
3,338 |
|
Depreciation |
79 |
|
Profit after Depreciation before tax |
3,259 |
|
Tax Expense |
284 |
|
Profit after Tax |
2,975 |
|
Other Comprehensive Income |
5 |
|
Total Comprehensive Income |
2,980 |
The Board of Directors have recommended Dividend of 200% on the Ordinary and Deferred shares which respectively is Rs. 20.00/- and Rs. 50.00/- on each share of the Company for the financial year ended on March 31, 2024.
The construction activity of Group Housing project ''Victory Tower'' is progressing satisfactorily, and we are very hopeful that we shall be able to achieve all milestones so as to uphold the commitments given to customers. In respect of the project ''Naman Homes'' the execution of sale deeds in favour of the majority of customers is complete. The Company has also completed the Group Housing Project ''The Crescent'' during the year as per the commitment given to the customers. In this project the execution of sale deeds in favour of the customers has also commenced.
We are pleased to inform that the Prayagraj Development Authority has sanctioned the Company''s plan for setting up of a Multi Speciality 50 bed Hospital to be constructed within the premises of ''Shervani Legacy''. Pre-construction work has begun/commenced, with plans to expand the hospital to accommodate 50 more beds in the future. Simultaneously, the company is making efforts to diversify its business activities into other fields. During the year under review, the company successfully secured an IT contract from Maulana Azad National Urdu University, Hyderabad, to supply equipment and setting up an IT Data Center for an AR/VR Software Research and Development Lab in the university premises. This was part of a MeitY project aimed at developing an app for use by specially-abled children. This project has been successfully completed and handed over, and the company is actively seeking similar projects in the IT sector.
The Company''s consistent adherence to delivery schedules and maintaining high standards in construction and quality has earned significant trust and confidence of customers, as
reflected in increased interest and enquiries. The management reassures shareholders that efforts will continue to uphold and enhance this goodwill, positively impacting sales.
MANAGEMENT DISCUSSION AND ANALYSIS
A. Business Overview, Industry Structure and Development
The default committed by some larger players of the real estate sector in Metro cities has adversely affected the public sentiment. The public sentiment is apprehensive and hesitant to commit themselves to any medium to long period financial impact resulting in a slow-down. Quite some time has passed and although the upswing is evident but the upswing requires more thrust to speed up for bringing in more customers and investment. On the positive side the slow down, with passage of time, has only increased the demand. The demand for housing by the salaried and middle class exists and stands unfulfilled and is waiting to be capitalized. The banking sector is actively facilitating the availability of housing loans to potential customers, which is expected to positively impact sales and demand in the real estate market. In light of the cautious public sentiment, the role of builders has become increasingly important. Builders are responsible for maintaining customer trust by adhering to cost controls and delivery schedules. Your Company has successfully upheld these commitments, earning significant goodwill and trust among customers. Due to the trust and goodwill already established, the Company does not foresee any problems in sales and is well-positioned to capitalize on the existing demand in the market.
B. Outlook on Opportunities, Threats Risks and Concern
Despite the adverse public sentiment in Metro cities and its cascading effect on the public at large the smaller cities continue to witness increasing demand due to migration of public. In the smaller cities the builders, usually are local have rapport and trust with customers. Your Company operates in a smaller city and enjoys a high level of trust and confidence among customers. The quality of construction and adherence to schedules have set your Company apart, making it a leading example in the industry. This strong reputation for delivering on promises positions your Company well to meet the growing demand. At the same time the public has increased its product consciousness both in terms of quality and the ability of the developer to maintain the delivery schedule. In this connection it would not be out of place to mention that company has earned sufficient goodwill and trust on both the said factors. Given the existing demand and your Company''s ability to meet customer expectations, there is a strong potential for growth and prosperity. The Company is well-positioned to capitalize on the favorable conditions in market.
Another matter of concern to the developers and customers is increase in costs and scarcity of construction materials.
Increase in costs have negative impact on cost of projects, margins and the trust of public in the project and the builder. However both can be countered by adhering to the construction schedule and reducing wastage. Another factor of concern is the competition from other builders but on this count the reputation, goodwill and the ability to deliver on time ensures that the demand for our product is high.
C. Subsidiary Company
M/s Farco Foods Private Limited, the wholly owned subsidiary of your company is engaged in manufacture of biscuits on job work basis for M/s Surya Foods and Agro Limited for their âPriya Goldâ brand. During the year under review the Company produced 5830 MT of biscuits and earned a profit of Rs. 14.21 lakh after tax. In our previous report, we had informed that the environment/climate around goat project site is not conducive to rearing of livestock. It was also informed that further investments in goat project is clouded with uncertainty. Under these circumstances it has been decided to sell off the live stock with the intent to close down the project.
D. Internal Financial Controls
The Company has an adequate system of internal control to ensure compliance with policies and procedures commensurate with the size and scale of operations. The internal audit work has been assigned to an independent firm of Chartered Accountant which evaluates the efficiency and adequacy of internal control systems. The internal audit reports and recommendations are reviewed by the Audit Committee of the Board.
E. Development in Human Resource and Industrial Relations
The Company maintains a very cordial relationship with its employees. They whole-heartedly support the management in all its activities and endeavors.
F. Research and Development
In view of the nature of business activities of the Company there is little scope for research and development work. The company is making all efforts to reduce costs by maintaining standards that benefit the consumers.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The Company has complied with all mandatory requirements of Corporate Governance. A separate report on governance practices followed by the Company in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors is attached with the said separate report which forms integral part of this Director''s Report.
Pursuant to section 92(3) of the Companies Act, 2013 read with Rules thereunder and provisions of section 134(3)(a) of the Act, the Annual Return of the Company is available on website of the Company i.e. www.shervaniind.com BOARD MEETINGS
The calendar of Meetings is prepared and circulated in advance to the Directors. During the year four (4) Board Meetings were convened and details of same are given in the Corporate Governance Report.
DIRECTOR''S RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;
(i) in the preparation of the Annual Accounts, the applicable Indian accounting standards have been followed;
(ii) the directors have 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 as at the end of the financial year and of the profit and loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(v) 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; and
(vi) 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.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board on the recommendation of the Nomination & Remuneration Committee, make the appointment of Directors, senior management and fix their remuneration. Key Management Personnel are appointed by the Board
after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report.
To provide transparency in management and ensure compliance with the provisions of various laws, the Audit Committee has provided guidelines to the Directors/Board. The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.
All related party transactions that were entered in to during the financial year were in the ordinary course of business and are disclosed at Note No. 35 attached to the standalone balance sheet and none of the transactions are of material nature and have no potential conflict with the interest of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
There is nothing to report about the conservation of energy and technology absorption during the year. There is no foreign exchange earning and outgo.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to provisions of section 135 of the Companies Act, 2013, a committee of Board of Directors has been formed and the member of the Committee are:
Mr. Saleem Iqbal Shervani Mr. Mustafa Rashid Shervani Mr. Mohammad Aslam Sayeed
The Report of Corporate Social Responsibility for the year 2023-24 is annexed herewith as Annexure-A and forms integral part of this Report.
The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the section 152 of the Companies Act, 2013, Mr. Sadiq Husain Siddiqui (DIN-02125236), Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
The Board recommended appointment of Mrs. Shiela Singh (DIN: 10731823) & Mr. Kartik Singhal (DIN: 03025302) as Independent Director of the Company subject to Shareholder''s approval in the ensuing Annual General Meeting w.e.f 01.10.2024.
Pursuant to provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Mustafa Rashid Shervani, Managing Director, Mr. Tahir Hasan, Chief Financial Officer and Mr. S. K. Shukla, Company Secretary.
The Directors recommend all the resolutions placed before the Members relating to appointment of Directors for their approval.
Pursuant to provisions of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, M/s P. L. Tandon , Chartered Accountants has been appointed for term of 5 (Five) consecutive years from the conclusion of 74th Annual General meeting till the conclusion of 79th Annual General Meeting to undertake the statutory audit of the Company.
The Auditors'' Report on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 forms part of this Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice for financial year 2024-25 to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit for the year 2023-24 is annexed herewith as Annexure -B and forms integral part of this Report.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Schedule V. Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate regarding Non-Disqualification of Director, issued by M/s Siddiqui & Associates, Company Secretaries in Practice is annexed herewith as Annexure-C and forms integral part of this Report.
The Board of Directors on the recommendation of the Audit Committee appointed M/s Rajeev Prem & Associates, Chartered Accountants, Kanpur to carry out the Internal Audit of the Company.
Pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 (âActâ) and the Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force), M/s Shishir Jaiswal & Co., Cost Accountants (Firm Registration No. 102450) has been appointed as Cost Auditor for financial year 2024-25 and the Company is maintaining cost records as per the provision of âActâ.
The Company has not accepted or renewed any deposit during the year falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 accordingly no amount was outstanding as on the date of Balance Sheet. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act, 2013 and the Ind AS-27 on consolidated financial statement(s) read with Ind AS-28 on accounting for investments in associates your Company has prepared the consolidated financial statements and annexed to this report. A Statement in form AOC-1 containing salient features of the financial statements of the subsidiary and associate companies are attached as Annexure-D. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/-per month during the financial year under review.
Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure F.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti sexual harassment policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Till date the company has not received any complaint there under.
In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividend which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund (âIEPFâ).
Further, the provisions of Section 124(6) of the Companies Act 2013, read with the IEPF Rules mandates companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to the designated demat account of the IEPF Authority. The
Members whose dividend/shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority by following the procedure prescribed in the IEPF Rules.
PARTICULARS OF LOANS, GUARANTEES OR 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. AUDIT COMMITTEE
The Company has an Audit Committee and details of constitution and terms of reference are set out in the Corporate Governance Report.
Pursuant to the provisions of the section 177 of the Companies Act, 2013 the Company has adopted Vigil Mechanism policy which also incorporates a whistle blower policy. Adequate safeguards are provided against victimization to those who avail the mechanism and access to the Chairman of the Audit Committee while reporting about unethical practices, malpractice and non-compliance of policies.
The Equity shares of the Company are listed on Bombay Stock Exchange Limited. Further details are set out in the Corporate Governance Report.
The Auditors of the Company have not reported any fraud to Audit Committee as stipulated under second proviso of section 143(12) of the Companies Act, 2013.
Industrial relations remained cordial during the period under review.
Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by banks, Central and State Governments and all other Stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.
Mar 31, 2023
Dear Members,
Your Director''s take pleasure in presenting the 75th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2023.
FINANCIAL RESIHTS
|
Particulars |
(Rs. in Lakh) |
|
Total Revenue |
2282 |
|
Profit before Depreciation |
438 |
|
Depreciation |
74 |
|
Profit after Depreciation before tax |
364 |
|
Profit after Exceptional item |
364 |
|
Tax Expense |
71 |
|
Profit after Tax |
293 |
|
Other Comprehensive Income |
5 |
|
Total Comprehensive Income |
298 |
DIVIDEND
The Board of Directors have recommended Dividend of 25% on the Ordinary and Deferred shares which respectively is Rs. 2.50/- and Rs. 6.25/- on each share of the Company for the financial year ended on March 31,2023.
OPERATION REVIEW
In a year marked by industry challenges, our company has consistently delivered on promises, reinforced customer trust, and strategically capitalized on market opportunities. The evident success in our housing projects and a keen pulse on industry trends underline our vision for sustained growth.
During the year under review the group housing project ''Naman Homes'' has been completed. The project was completed about 6 months before the date committed to the customers. With execution of sale deeds, in progress, we''ve ensured a trouble free possession of apartments to the customers. The construction work of the project ''The Crescent'' is progressing satisfactorily as per schedule. We are very hopeful that this project will also be completed before scheduled time.
We are pleased to inform that the Prayagraj Development Authority have approved the plan for a new Group Housing project within âShervani Legacyâ at Prayagraj. The Group Housing Project has been named as ''Victory Tower''. It is 13 storey two tower building having 520 units comprising 4BHK, 3BHK and 2BHK Apartments launched towards close of Financial Year 2022-23.
We can say with pride that we are receiving a lot of enquiries about the new project due to the trust and confidence we have earned. The management assures that it shall make every effort to maintain the quality, delivery and commitment made to customers.
MANAGEMENT DISCUSSION AND ANALYSIS
A. Business Overview, Industry Structure and
Development
The downturn caused by the pandemic is witnessing an upswing, primarily driven by robust government policies. The consequential migration and pent-up demand postpandemic are driving growth in our sector.
All are aware that real estate sector is the biggest employer of unskilled labour and growth in this sector has a positive cascading effect on other sectors like steel, cement, sanitary ware, ceramics etc. Consequent to the lifting of the Corona pandemic curbs the migration of the public in search of jobs has increased leading to better life and aspirations for stability, roof and a place of their dreams they may call ''home''. Thus on account of said factors the demand exists and remains unfulfilled, is in growth mode and is expected to remain so for some time in future. Your company backed by quality construction, pricing of its products and most importantly strict adherence to delivery schedule has given a distinct advantage in sale of its products. We expect that the rising trend in demand shall continue for more time because the supply in real estate sector takes time to match the demand.
The factors having positive impact on the real estate industry are several. The second factor being de-monetisation is pushing the speculators out of market resulting in fall in prices and the genuine buyers getting a better deal. The Banks emphasis on housing loan facility have eased availability but the marginal increase in interest rate is having negative impact on customers The foregoing overview and status of the real estate industry may not be so for the Metros, where income, costs, inventory have important role, but is true for the Tier-1 and Tier-2 cities where the majority of middle-income group resides and your company operates.
B. Outlook on Opportunities, Threats Risks and Concern
The real estate industry is no exception to risks and threats of business. However the macro economic factors like opportunity, threat and risks are not in control of a individual unit but its effect leaves a deep adverse impact on any unit. The effect of factors like the Union and State Govt actions and initiatives, the RBI / banks policy, statutory enactments etc. may reduce or increase the risk and concern for any business unit to flourish. As already explained the opportunity are aplenty since the trends of changes in society like migration, increase in disposable income, support and enhance the demand side of this sector. The statutory enactment like RERA have boosted the confidence in customers. They are now assured of putting their savings in the hands of developers. Among the major areas of risk before the real estate industry is supply of raw materials and inflationary trends in pricing. While the first risk delays/defers the delivery schedule the second risk enhances the costs and the quality of work.
At the micro level the supply of raw material is a matter of concern. Although the basic material like cement and steel are in organized sector and affected by Govt. policies the
other material like brick and sand are in unorganized sector. Any mismatch can jeopardise the whole project by way of costs, and quality of work or delay / defer the project. Your Company has worked hard on both these factors, its methodology of working has been tried and tested in previous projects and the trust and goodwill earned in our previous projects go long way in overcoming these adverse factors. We are continuously working to employ the most efficient systems for procurement and testing of raw material as well as to optimize the operating efficiency and consequently quality of work.
C. Subsidiary Company
M/s Farco Foods Private Limited, the wholly owned subsidiary of your company is engaged in manufacture of biscuits on job work basis for M/s Surya Foods and Agro Limited for their âPriya Goldâ brand. During the year under review the Company produced 6016 MT of biscuits and earned a profit of Rs 20.65 lakh after tax. During the year under review the profit has increased due to optimal use of the resources. In the previous report we had informed that in the goat farming project the company was facing problems in rearing of animals because the climatic conditions, at site, are not conducive to growth of animals. To overcome the situation requires extensive investment but due to uncertainty about returns/recovery on investment the Company is re-thinking about same.
D. Internal Financial Controls
The Company has an adequate system of internal control to ensure compliance with policies and procedures commensurate with the size and scale of operations. The internal audit work has been assigned to an independent firm of Chartered Accountant which evaluates the efficiency and adequacy of internal control systems. The internal audit reports and recommendations are reviewed by the Audit Committee of the Board.
E. Development in Human Resource and Industrial Relations
The Company maintains a very cordial relationship with its employees. They whole-heartedly support the management in all its activities and endeavors.
F. Research and Development
In view of the nature of business activities of the Company there is little scope for research and development work. The company is making all efforts to reduce costs by maintaining standards that benefit the consumers.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The Company has complied with all mandatory requirements of Corporate Governance. A separate report on governance
practices followed by the Company in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors is attached with the said separate report which forms integral part of this Director''s Report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 read with Rules thereunder and provisions of section 134(3)(a) of the Act, the Annual Return of the Company is available on its website i.e. www.shervaniind.com
BOARD MEETINGS
The calendar of Meetings is prepared and circulated in advance to the Directors. During the year four (4) Board Meetings were convened and details of same are given in the Corporate Governance Report.
DIRECTOR''S RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;
(i) in the preparation of the Annual Accounts, the applicable Indian accounting standards have been followed;
(ii) the directors have 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 as at the end of the financial year and of the profit and loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(v) 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; and
(vi) 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.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION & REMUNERATION
The Board on the recommendation of the Nomination & Remuneration Committee, make the appointment of Directors, senior management and fix their remuneration. Key Management Personnel are appointed by the Board after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
To provide transparency in management and ensure compliance with the provisions of various laws, the Audit Committee has provided guidelines to the Directors/Board. The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.
All related party transactions that were entered in to during the financial year were in the ordinary course of business and are disclosed at Note No. 35 attached to the standalone balance sheet and none of the transactions are of material nature and have no potential conflict with the interest of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
There is nothing to report about the conservation of energy and technology absorption during the year. There is no foreign exchange earning and outgo.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to provisions of section 135 of the Companies Act,
2013, read with Rule (9) of the Companies (Accounts) Rules
2014, a report on Company''s CSR activities is annexed herewith as Annexure-A and forms integral part of this report.
BOARD EVALUATION
The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the section 152 of the Companies Act, 2013, Mr. Raju Verghese (DIN-01086812), Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of the Directors seeking reappointment along with other details as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Section 102(1) of the
Companies Act 2013 are provided in the Notice for convening the Annual General Meeting.
Pursuant to provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Mustafa Rashid Shervani, Managing Director, Mr. Tahir Hasan, Chief Financial Officer and Mr. S. K. Shukla, Company Secretary.
The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.
STATUTORY AUDITORS
The Auditors'' Report on the standalone financial statements of the Company for the year ended March 31, 2023 forms part of this Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit for the year 2022-23 is annexed herewith as Annexure -B and forms integral part of this Report.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Schedule V. Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate regarding Non-Disqualification of Director, issued by M/s Siddiqui & Associates, Company Secretaries in Practice is annexed herewith as Annexure-C and forms integral part of this Report.
INTERNAL AUDITOR
The Board of Directors on the recommendation of the Audit Committee appointed M/s Rajeev Prem & Associates, Chartered Accountants, Kanpur to carry out the Internal Audit of the Company.
COST AUDITORS
Pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 (âActâ) and the Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s Shishir Jaiswal & Co., Cost Accountants (Firm Registration No. 102450) has been appointed as Cost Auditors and the Company is maintaining cost records as per the provision of âActâ.
DEPOSITS
The Company has not accepted or renewed any deposit during the year falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 accordingly no amount was outstanding as on the date of Balance Sheet. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard Ind AS-27 on consolidated financial statement(s) read with Indian Accounting Standard Ind AS-28 on accounting for investments in associates your Company has prepared the consolidated financial statements and annexed to this report. A Statement in form AOC-1 containing salient features of the financial statements of the subsidiary and associate companies are attached as Annexure-D. AUDITORâS REPORT
The observations of the Statutory Auditors in their report are appropriately dealt with in notes forming part of Financial Statement. No qualification or adverse remarks has been made by the Secretarial Auditor in his Secretarial Audit Report.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month during the financial year under review.
Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure E.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti sexual harassment policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Till date the company has not received any complaint there under.
UNCLAIMED DIVIDEND
In compliance of section 124(5) of the Companies Act, 2013 there is no unclaimed dividend for transfer to Investor Education and Protection Fund(IEPF) during the year. However all the unclaimed dividend for the preceding years i.e. upto 2013-14 has been transferred to I EPF.
PARTICULARS OF LOANS, GUARANTEES OR 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.
AUDIT COMMITTEE
The Company has an Audit Committee and details of constitution and terms of reference are set out in the Corporate Governance Report.
VIGIL MECHANISM
Pursuant to the provisions of the section 177 of the Companies Act, 2013 the Company has adopted Vigil Mechanism policy which also incorporates a whistle blower policy. Adequate safeguards are provided against victimization to those who avail the mechanism and access to the Chairman of the Audit Committee while reporting about unethical practices, malpractice and non-compliance of policies.
LISTING WITH STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange Limited. Further details are set out in the Corporate Governance Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud to Audit Committee as stipulated under second proviso of section 143(12) of the Companies Act, 2013.
INDUSTRIAL RELATIONS
Industrial relations remained cordial during the period under review.
ACKNOWLEDGEMENTS
Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by banks, Central and State Governments and all other stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.
For and on behalf of the Board
Mustafa Rashid Shervani Saleem I. Shervani
Managing Director Executive Chairman
DIN :02379954 DIN :00023909
Place : Prayagraj Date : May 30, 2023
Mar 31, 2018
Dear Members,
The Director''s take pleasure in presenting the 70th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2018.
FINANCIAL RESULTS
(Rs. in Lakh)
|
Total Revenue |
11453 |
|
Profit before Depreciation |
4676 |
|
Depreciation |
40 |
|
Profit after Depreciation before tax |
4636 |
|
Tax Expense (including earlier year) |
907 |
|
Other Comprehensive Income |
43 |
|
Profit after Tax |
3772 |
The company has adopted Indian Accounting Standards(Ind AS) with effect from 1st April 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standard) Rules 2015 and the annual accounts for 2017-18 has been drawn in terms of provisions of the Ind AS.
DIVIDEND
In view of the profit accrued during the current year and the consequent fulfillment of the conditions prescribed in section 123(3) of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, the Board of Directors'' announced an interim dividend @ Rs 5 per ordinary share of Rs 10 and Rs 12.50 per deferred share of Rs 25 in January, 2018. The interim dividend absorbed Rs 156.80 Lakh and Rs 31.92 Lakh as tax on dividend. Another interim dividend at the rate of Rs 80 per ordinary share and Rs 200 per deferred share was announced by the Directors after the close of financial year in April, 2018. This has absorbed Rs 2508.81 Lakh and Rs 515.69 Lakh as tax on dividend.
OPERATIONS REVIEW
The construction activity of the Group Housing Project is progressing satisfactorily despite facing State wide problems in supply of coarse sand in the preceding past. The availability of coarse sand became better after the 2nd quarter of current financial year 2017-2018. The management is making all effort to complete its current project Tara Towers as per schedule and expects to offer the possession of flats to customers by the last quarter of 2018-2019. We have booked more than 75% of the flats and are very thankful for the trust and faith reposed by the customers in the company. At the same time in the context of plots we have executed sale deeds in favour of customers completing their payments. The company is also constructing 120 LIG/EWS flats for the weaker sections of society as per guidelines of the Govt. in this matter.
The company is also finalising the plans for the next phase of Group Housing Project in ''Shervani Legacy'' and we expect that the proposal for the same would be submitted in next one or two months.
MANAGEMENT DISCUSSION AND ANALYSIS
A. Business Overview, Industry Structure and Development
Generally ,in a country like ours, we take the gowth mode of the real estate business for granted. There is no stopping the rising demand due to combination of factors such as migration of public in search of jobs, better life, and consequent increase in income and aspirations of the middle-income service group. But a few years ago urban housing prices fell. And over the last few years the sector experienced a fall or correction in prices, loss of consumer confidence and continues to be sluggish. But the worst seems to be over. While speculators are out of the market and cautious, prices have corrected and genuine buyers are getting better options. The company feels that its reputation backed by quality construction and value pricing will keep its performance ahead of competition.
The relaxation in banking regulations and interest rates has made a positive impact on demand for flats by the middle-income group and the market for this sector is growing. We expect this trend to continue for some time because the middle income group is largest in terms of quantity. Another factor that should have a positive influence on demand is the implementation of RERA which should inspire renewed faith and trust in the public.
B. Outlook on Opportunities, Threats, Risks and Concern
As already explained the real estate industry is showing sign of recovery. However the real estate industry is no exception to risks and threats of business. Among the major areas of risk before the real estate industry is related to supply of raw materials. This can sometimes stall projects and escalate costs wherein both buyers and sellers have to suffer. The shortage of sand for instance is a case in point. Another area is the introduction of RERA and its impact on the sector. This, we will know only in the next few years as it is implemented, understood and adopted. A third area of risk are macro economic factors related to money supply, and so on.
We at ''Shervani Legacy'' have been cognizant to minimize the risks and concern of the buyers. We are working hard to win the trust of buyers by hiring respected professionals for guidance, adopting high construction standards, and maintaining our construction schedule and commitments as far as possible. We are continuously working to employ the most efficient systems for procurement and tests of raw materials as well as to optimize the operating efficiency of construction projects.
C. Subsidiary Company
M/s Farco Foods Pvt Limited, the wholly owned subsidiary of your Company manufactured 5052 MT as against the quantity of 5723 MT biscuits in previous year, of Priyagold Brand, on job work basis. The decrease in production is mainly because of adoption of new technical and efficiency methods which took 3 months to implement consequently lower quantity was produced. However we are very hopeful that the plant will yield higher productivity in coming months.
D. Internal Financial Controls
The Company has an adequate system of internal control to ensure compliance with policies and procedures commensurate with the size and scale of operations. The internal controls designed and adopted by the Company are in accordance with the guidelines issued by the Institute of Chartered Accountants of India. The interest of Company and other stake holders is well protected.
The internal audit work has been assigned to an independent firm of Chartered Accountant which evaluates the efficiency and adequacy of internal control systems. The internal audit reports and recommendations are reviewed by the Audit Committee of the Board.
E. Development in Human Resource and Industrial Relations
The Company maintains a very cordial relationship with its employees. They whole-heartedly support the management in all its activities and endeavors.
F. Research and Development
In view of the nature of business activities of the Company there is little scope for research and development work. The company is making all efforts to reduce costs by maintaining standards that benefit the consumers.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements which have been set out by SEBI. The Company has complied with all mandatory requirements of Corporate Governance. A separate report on governance practices followed by the Company in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a Certificate of Compliance from the Statutory Auditors is attached with the said separate report which forms integral part of this Director''s Report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014 the extract of the Annual Return of the Company in Form MGT-9 is annexed to this report as Annexure A.
BOARD MEETINGS
The calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings were convened and details of same are given in the Corporate Governance Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
(ii) the directors have 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 as at the end of the financial year and of the profit and loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(v) 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; and
(vi) 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.
BUY BACK OF EQUITY SHARES
In accordance with the provisions of section 68, 69 and 70 of the Companies Act, 2013 read with the Companies (Share Capital and Debenture) Rules, 2014 and the approval granted by SEBI, the company placed an offer before the shareholders to buy back the 2,47,400 Ordinary shares through'' Tender Offer Route for Buy Back'' mechanism for acquisition of shares through Stock Exchange. Upon close of said buy back offer and the approval granted by SEBI the Company extinguished 1,44,232 nos of Ordinary shares on 27.11.2017. Consequently the Issued, Subscribed and Paidup Equity Share Capital of the Company reduced from 32,60,250 to 31,16,018 shares.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A meeting of the independent Directors was held on 18th January 2018.
NOMINATION & REMUNERATION
The Board on the recommendation of the Nomination & Remuneration Committee, considers and approves the appointment of Directors, senior management and decides upon their remuneration. Key Management Personnel are appointed by the Board after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report. There are no changes among the Board of Directors and Key Managerial Personnel of the Company during the year under review.
RELATED PARTY TRANSACTIONS
To provide transparency in management and ensure compliance with the provisions of various laws the Audit Committee has provided guidelines to the Directors/Board. The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.
There were no related party transactions between the Company and the Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company. All related party transactions that were entered in to during the financial year were in the ordinary course of business and are disclosed at Note No. 34 attached to the standalone balance sheet. None of the Director''s has any pecuniary relationship or transaction vis-a-vis the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
There is nothing to report about the conservation of energy and technology absorption during the year. Foreign exchange earning was Nil while outgo was Rs. 8.59 Lakh.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of section 135 of the Companies Act, 2013, a committee of Board of Directors has been formed and the member of the Committee are:
a. Mr. Mohammad Aslam Sayeed Chairman
b. Mr. Saleem Iqbal Shervani Member
c. Mr. Tahir Hasan Member During the year CSR committee meeting was held on 8th January 2018, 18th January 2018 and 20th March 2018 and as prescribed in section 135(5) of the Companies Act, 2013 a budget of Rs. 10 Lakh was allocated for purpose of CSR and a report on the activities during the current year is attached as Annexure B to this Report.
BOARD EVALUATION
The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the section 152 of the Companies Act, 2013, Mr. Tahir Hasan (DIN:00074282) and Mr. Saeed Mustafa Shervani (DIN:00024390) Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief resume of the Directors seeking re-appointment along with other details as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Section 102(1) of the Companies Act 2013 are provided in the Notice convening the Annual General Meeting.
There are no changes among the Board of Directors and Key Managerial Personnel of the Company during the year under review except for directors re-appointed by rotation.
Pursuant to provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. S. I. Shervani, Managing Director, Mr. T. Hasan, Chief Financial Officer and Mr. B. K. Misra, Company Secretary. The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.
STATUTORY AUDITORS
In terms of provisions of section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 the shareholders in the 69th Annual General Meeting held on 28.09.2017 have approved the appointment of M/s Gupta Vaish & Co. Chartered Accountants, Kanpur (Firm Registration No. 005087C ) as Statutory Auditors of the Company for a period of 5 years from the conclusion of said Annual General Meeting. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of aGm for seeking approval of members.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit for the year 2017-18 is annexed herewith as Annexure-C in Form MR-3 and forms integral part of this Report.
INTERNAL AUDITOR
The Board of Directors on the recommendation of the Audit Committee appointed M/s P. L. Tandon & Co., Chartered Accountants, to carry out the Internal Audit of the Company.
DEPOSITS
During the year under review the Company has not accepted or renewed any deposit falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014, hence no amount was outstanding as on the date of Balance Sheet.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act, 2013 and the applicable accounting standard on consolidated financial statement(s) read with accounting for investments in associates your Company has prepared the consolidated financial statements and annexed to this report. A Statement in Form AOC-1 containing salient features of the financial statements of the subsidiary and associate companies are attached as Annexure-D.
AUDITORS REPORT
The observations of the Statutory Auditors in their report are appropriately dealt with in notes forming part of Financial Statement. No qualification or adverse remarks has been made by the Company Secretary in practice in his Secretarial Audit Report.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION ) RULES, 2014.
None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/per month during the financial year under review.
Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 has been annexed as Annexure E.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013
The Company has in place an anti-sexual harassment policy in line with the requirements of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013. Till date the company has not received any complaint thereunder.
UNCLAIMED DIVIDEND
Pursuant to provisions of section 124(5) of the Companies Act, 2013 the company has transferred the unpaid or unclaimed dividends for the financial year upto 2009-2010 from time to time on due dates to the Investor Education and Protection Fund (the IEPF) established by the Central Govt.
PARTICULARS OF LOANS, GUARANTEES OR 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.
AUDIT COMMITTEE
The Company has an Audit Committee and details of constitution and terms of reference are set out in the Corporate Governance Report.
VIGIL MECHANISM
Pursuant to the provisions of the section 177 of the Companies Act, 2013 the Company has adopted Vigil Mechanism policy which also incorporates a whistle blower policy. Adequate safeguards are provided against victimization to those who avail the mechanism and access to the Chairman of the Audit Committee while reporting about unethical practices, malpractice and non-compliance of policies.
LISTING WITH STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange Limited. Further details are set out in the Corporate Governance Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud to Audit Committee as stipulated under second proviso of section 143(12) of the Companies Act, 2013.
INDUSTRIAL RELATIONS
Industrial relations remained cordial during the period under review.
GENERAL
There were no significant material orders passed by the regulators or courts which would impact the going concern status of the Company and its future operations.
There was no change in the nature of business of the company during the year.
ACKNOWLEDGEMENTS
Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by bankers, Central and State Government and all other stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.
For and on behalf of the Board
Mohd. Aslam Sayeed Saleem I. Shervani
Director Managing Director
DIN : 06652348 DIN : 00023909
Mar 31, 2016
Dear Members,
The Directors'' take pleasure in presenting the 68lh Annual Report together with the Audited Financial Statements for the year ended on 31s'' March, 2016.
FINANCIAL RESULTS
(Rs. in Lac)
|
Total Revenue |
2944 |
|
Profit before Depreciation |
61 |
|
Depreciation |
30 |
|
Profit after Depreciation before tax |
31 |
|
Current/Earlier year tax |
13 |
|
Profit after tax |
18 |
dividend
Due to inadequacy to Profit and the provisions of the Companies Act, 2013, your Directors are not in a position to propose any dividend for the year that ended on 31st March, 2016.
OPERATIONS REVIEW
During the year under review the development of infrastructure facilities of the ''Shervani Legacy'' project as sanctioned in the ''Layout Planâ is completed. The entire area under the project âShervani Legacy'' has been landscaped to provide greenery and a clean environment for healthy living. All infrastructure facilities have been completed within the scheduled time frame. The Allahabad Development Authority has also issued the ''Completion Certificate'' for the layout of ''Shervani Legacy Project1. Subsequent to the receipt of said certificate and in the case of customers completing their payment schedule we have started the execution of the conveyance deed.
Encouraged by the public enquiries the Company decided to initiate the next phase for construction of group housing and sale of residential apartments. We are pleased to inform you that the Allahabad Development Authority has sanctioned the plans for construction of two ten storey towers comprising of 160 apartments plus a community centre. Each tower has 80 flats with 40 Nos. 2BHK and 40 Nos. 3BHK apartments. The construction work, namely, excavation of earth for piling of pillars has started. The company is planning to launch booking of flats within next three months.
MANAGEMENT DISCUSSION AND ANALYSIS
A. Business Overview, Industry Structure and Development
During the year under review the Indian economy remained sluggish and the real estate sector continued to suffer from economic slow-down. Hence the sale of plots did not go according to plan. However, following the period under review, the monsoon is expected to be good and it is also expected that Seventh Pay Commission Report will be implemented shortly. This leads one to hope for recovery of the economy and consequently the real estate sector in the medium term.
B. Outlook on Opportunities, Threats, Risks and Concern
In search of opportunities for better life, people continue to migrate from villages to cities.This is bound to have a positive impact on the demand for housing
in urban areas specially in B-Class cities. Thus over a period of time despite some periods of slowdown, the growth in the construction industry is assured. The infrastructure facilities already developed at âShervani Legacy'' promise a green and healthy environment, which together with the high construction standards adopted by our projects should result in good sales in the years to come. However, the inflationary market trends can increase input costs, which are a matter of concern for both buyers and sellers. Increases in input costs have negative impact on project costs, margins and the trust of public in the project. Your company is planning better management of raw material and optimization of operating efficiency to overcome external risks, and continue to address issues concerning the buyers.
C. Subsidiary Company
M/s Farco Foods Pvt Limited, the wholly owned subsidiary of your Company manufactured 4435 MT biscuits of Priyagold Brand on job work basis. The production was lower because of reduced production schedule from the Principal. The work relating to up gradation of plant to gas plant is in progress, and we hope to complete the same in next three months.
D. Internal Financial Controls
The Company has an adequate system of internal control to ensure compliance with policies and procedures commensurate with the size and scale of operations. The internal audit work has been assigned to an independent firm of Chartered Accountant which evaluates the efficiency and adequacy of internal control systems. The internal audit reports and recommendations are reviewed by the Audit Committee of the Board.
E. Development in Human Resource and Industrial Relations
The Company maintains a very cordial relationship with its employees. They whole-heartedly support the management in all its activities and endeavors.
F. Research and Development
In view of the nature of business activities of the Company there is little scope for research and development work. The company is making all efforts to reduce costs by maintaining standards that benefit the consumers.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The Company has complied with all mandatory requirements ot Corporate Governance. A separate report on governance practices followed by the Company in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors is attached with the said separate report which forms integral part of this Directors'' Report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014 the extract of the Annual Return of the Company in Form MGT-9 is annexed to this report as Annexure A.
BOARD MEETINGS
The calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings were convened and details of same are given in the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
(ii) the directors have 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 as at the end of the financial year and of the profit and loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(v) 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; and
(vi) 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.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015.
NOMINATION & REMUNERATION
The Board on the recommendation of the Nomination & Remuneration Committee, make the appointment of Directors, senior management and fix their remuneration Key Management Personnel are appointed by the Board after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report.
AUDITORS REPORT
The observations of the Statutory Auditors in their report are appropriately dealt with in notes forming part of Financial Statement. No qualification or adverse remarks has been made by the Company Secretary in practice in his Secretarial Audit Report.
RELATED PARTY TRANSACTIONS
To provide transparency in management and ensure compliance with the provisions of various laws the Audit Committee has provided guidelines to the Directors/Board.
The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.
There were no related party transactions between the Company and the Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company. All related party transactions that were entered in to during the financial year were in the ordinary course of business and are disclosed at Note No.30 attached to the standalone balance sheet. None of the Directorâs has any pecuniary relationship or transaction vis-a-vis the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
There is nothing to report about the conservation of energy and technology absorption during the year. There is no foreign exchange earning and outgo.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 are not applicable in our case hence information in respect of the same have not been compiled.
BOARD EVALUATION
The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the section 152 of the Companies Act, 2013, Mr. Azhar Nisar Shervani (DIN:00424635) and Mr.Saeed Mustafa Shervani (DIN:00Q24390) Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief resume of the Directors seeking re-appointment along with other details as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Section 102(1) of the Companies Act 2013 are provided in the Notice for convening the Annual General Meeting.
There are no changes among the Board of Directors and Key Managerial Personnel of the Company during the year under review except for directors re-appointed by rotation.
Pursuant to provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Saleem I Shervani, Managing Director, Mr T. Hasan, Chief Finance Officer and Mr B K Misra, Company Secretary.
The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.
STATUTORY AUDITORS
M/s P.L.Tandon & Co. Chartered Accountants, statutory auditors of the Company retire from their office at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed there under for reappointment as Auditors of the Company. Your Directors recommend their re-appointment up to the conclusion of the next Annual General Meeting.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Auditor is annexed herewith as Annexure B.
INTERNAL AUDITOR
The Board of Directors on the recommendation of the Audit Committee appointed M/s Rekha Agarwal & Associates, Chartered Accountants, Allahabad to carry out the internal! Audit for the financial year 2016-17. All issues raised by the Internal Auditors are suitably dealt with and rectified under close monitoring by the Audit Committee.
DEPOSITS
The Company has not accepted or renewed any deposit during the year falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 accordingly noâ amount was outstanding as on the date of Balance Sheet.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act, 2013 and the accounting standard AS-21 on consolidated financial statement(s) read with accounting standard AS-23 on accounting for investments in associates your Company has prepared the consolidated financial statements and annexed to this report. A Statement in form AOC-1 containing salient features of the financial statements of the subsidiary and associate companies are attached as Annexure C.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES {APPOINTMENT & REMUNERATION) RULES, 2014.
None of the employee of the Company was in receipt of total remuneration of Rs.60,00,000/- per annum or Rs.5,00,000/-per month during the financial year under review.
Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure D.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of sexual harassment of women at work place (prevention, prohibition and redressal) act 2013. Till! date the company has not received any complaint there under.
UNCLAIMED DIVIDEND
Pursuant to provisions of section 205A(5) and 205C of the Companies Act, 1956 the company has transferred the unpaid or unclaimed dividends for the financial year up to 2007-08 from time to time on due dates to the Investor Education and Protection Fund (the I EPF) established by the Central Govt.
PARTICULARS OF LOANS, GUARANTEES OR 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.
AUDIT COMMITTEE
The Company has an Audit Committee and details of constitution and terms of reference are set out in the Corporate Governance Report.
VIGIL MECHANISM
Pursuant to the provisions of the section 177 of the Companies Act, 2013 the Company has adopted Vigil Mechanism policy which also incorporates a whistle blower policy. Adequate safeguards are provided against victimization to those who avail the mechanism and access to the Chairman of the Audit Committee while reporting about unethical practices, malpractice and non-compliance of policies.
LISTING WITH STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Delhi Stock Exchange Limited and the U.P. Stock Exchange Association Limited. However the Delhi Stock Exchange and U.P. Stock Exchange have been closed. Further details are set out in the Corporate Governance Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud to Audit Committee as stipulated under second proviso of section 143(12) of the Companies Act, 2013.
INDUSTRIAL RELATIONS
Industrial relations remained cordial during the period under review.
ACKNOWLE DG E MENTS
Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by Bankers, Central and State Government and all other stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.
For and on behalf of the Board
Mohd. Aslam Sayeed S I Shervani
Director Managing Director
DIN : 06652348 DIN : 00023909
Place : Allahabad
Date : May 28, 2016
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 67th Annual Report
together with the Audited Financial Statements for the year ended on
31st March, 2015.
1. FINANCIAL RESULTS (Rs. in Lac)
Total Revenue 186
Loss before Depreciation 101
Depreciation 28
Loss after Depreciation before tax 129
Current/Earlier year tax 1
Loss after tax 130
2. DIVIDEND
Due to inadequacy of Profit and the provisions of the Companies Act,
2013, your Directors are not in position to propose any dividend for
the year ended on 31st March, 2015.
3. OPERATIONS REVIEW
During the year under review, the company commenced the infrastructure
development of its real estate project 'Shervani Legacy' as per
approved layout plan. This includes construction of roads, pedestrian
pathways, sewer, water and electricity lines. The project has received
much appreciation from the public but the booking of plots could not
reach the expected levels due to a sluggish market and the slow down of
the economy in general. The initial development expenses, therefore,
are not commensurate with the amount of advance received towards
booking of plots. But during the next year, your company hopes to book
and sell plots in line with its business plan.
5. CORPORATE GOVERNANCE
As per Clause 49 of The Listing Agreement with the Stock Exchange a
separate section on the corporate governance practices followed by the
Company together with a certificate from the Company's Auditors
confirming compliance is separately furnished and forms an integral
part of this report.
6. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure -A.
7. BOARD MEETINGS
The calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, 4 nos. Board Meetings were convened and
details of which are given in the Corporate Governance Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) of the Companies Act,
2013, the Directors state that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(ii) the directors have 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 as at the end of the financial year and of the profit
and loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care 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:
(iv) the Directors had prepared the Annual Accounts on a going concern
basis:
(v) 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; and
(vi) 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.
9. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
10. NOMINATION & REMUNERATION
The Board on the recommendation of the Nomination & Remuneration
Committee, make the appointment of Directors, senior management and fix
their remuneration. Key Management Personnel are appointed by the Board
after consideration of their qualification and exposure to required
fields. The details are stated in the Corporate Governance Report.
11. AUDITORS REPORT
The observations of the Statutory Auditors in their report are
appropriately dealt with notes forming part of Financial Statement. No
qualification or adverse remarks has been made by the Company Secretary
in practice in his Secretarial Audit Report.
12. RELATED PARTY TRANSACTIONS
To provide transparency in management and ensure compliance with the
provisions of various laws the Audit Committee has provided guidelines
to the Directors/Board. The guidelines inter alia provide for
identification, manner of dealing, conduct and documentation of such
transactions as per the provisions of the Companies Act and other
applicable rules and regulations.
There were no related party transactions between the Company and the
Promoters, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of Company. All related
party transactions that were entered in to during the financial year
were in the ordinary course of business and disclosed at Note No.31
attached to the balance sheet. None of the Director's has any pecuniary
relationship or transaction vis-a-vis the Company.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
There is nothing to report about the conservation of energy and
technology absorption during the year. There is no foreign exchange
earnings and outgo. .
14. RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of
Committee and its terms of reference are set out separately in the
Corporate Governance Report.
15. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 148 of the Companies Act, 2013 are not
applicable to your company.
16. BOARD EVALUATION
The Board carries out annual evaluation of its own performance, of the
Directors individually as well of the working of its various
Committees. The key areas for evaluation are the quality of
deliberations and contribution towards performance and guidance to
management. The Board of Directors expressed their satisfaction with
the evaluation process.
17. DIRECTORS
Mr.Tahir Hasan and Mr.Raju Verghese are the Directors retiring by
rotation and, being eligible, offers themselves for re- appointment. In
compliance of section 161 of the Companies Act, 2013 and Listing
Agreement regarding appointment of woman Director the Board in the
meeting held on 9.02.2015 appointed Mrs Shefali Bansal as an Additional
Director of the Company till the date of this Annual General Meeting.
The Board recommends the appointment of Mrs Shefali Bansal as Director
of the Company liable to retire by rotation.
As required by the Listing Agreement with the Stock Exchange the
relevant details in respect of the Directors proposed to be appointed /
re-appointed have been annexed to the notice of meeting in terms of
Section 102(1) of the Companies Act 2013.The Directors recommend all
the resolutions placed before the Members relating to Directors for
their approval.
18. STATUTORY AUDITORS
M/s PL.Tandon & Co. Chartered Accountants, Kanpur retire at the ensuing
Annual General Meeting and are eligible for re- appointment. They have
confirmed their eligibility under section 141 of the Companies Act,
2013 and the rules framed thereunder for re-appointment as Auditors of
the Company. As required under Clause 49 of the Listing Agreement the
Auditors have also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accountants of
India.
19. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies ( Appointment and Remuneration of Managerial
Personnel) Rules 2014 the Company has appointed M/s Siddiqui &
Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of Secretarial Auditor is
annexed herewith as Annexure-B.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
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.
21. SUBSIDIARY COMPANY FARCO FOODS PRIVATE LIMITED
During the year under review the subsidiary company has produced 5139
MT biscuits of Priyagold Brand on job work basis. The unit earned a
profit of Rs.33.46 lacs.
22. DEPOSITS
The Company had discontinued its public deposit scheme in financial
year 2014-2015 and paid all the deposit alongwith interest thereon
during the financial year. The Company has not accepted or renewed any
deposit during the year falling within the ambit of Section 73 of the
Companies Act 2013 and the Companies (Acceptance of Deposits) Rules
2014 accordingly no amount was outstanding as on date of the Balance
Sheet.
23. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act, 2013 and
the accounting standard AS-21 on consolidated financial statement(s)
read with accounting standard AS-23 on accounting for investments in
associates, your Company has prepared the consolidated financial
statements and the salient features of the financial statements of the
subsidiary and associate companies are given in the Notes to
Consolidated Financial Statements and annexed here-with in Form AOC-1
as Annexure-C.
24. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT &
REMUNERATION ) RULES, 2014.
None of the employee of the Company was in receipt of total
remuneration of Rs. 60,00,000/- per annum, or Rs. 5,00,000/- per month
during the financial year under review.
Information required pursuant to section 197 of the Companies Act, 2013
read with Rule 5 of the Companies ( Appointment & Remuneration ) Rules,
2014 is annexed as Annexure-D.
25. INDUSTRIAL RELATIONS
Industrial relations remained satisfactory during the period under
review.
26. ACKNOWLEDGEMENTS
Your Directors wish to convey their deep sense of appreciation for the
continued support, and co-operation extended by bankers, Central and
State Government and all other stakeholders. The Directors also wish to
place on record their sincere appreciation for the commitment and
enthusiasm of the employees for the Company.
For and on behalf of the Board
Tahir Hasan S L Shervani
Whole-time Director Managing Director
& Chief Financial Officer
Place: Allahabad
Date: August 8, 2015
Mar 31, 2014
Dear members,
The Directors take pleasure In presenting the 66th Annual Report
together with the audited Financial Statements for the year ended 31st
March, 2014.
FINANCIAL RESULTS
(Rs. in Lac)
Loss before Depreciation 97
Depreciation 19
Loss after Depreciation & before Tax 116
Current / Earlier Year Tax 1
Loss after Tax 117
Less; Amt. Transferred from General Reserve 200
Add: Unabsorbed Depreciation of previous year 17
Amount available for appropriation 66
APPROPRIATION
Proposed Dividend 16
Tax on Dividend 3
Balance carried forward 47
DIVIDEND
Your Directors recommend dividend @ 5% for the year 2013-14 payable as
under;
(Rs. in Lacs)
(1) Ordinary Shares @ Re. 0.50 per share 16.30
(2) Deferred Shares @ Rs.1.25 per share 0.10
TOTAL 16.40
OPERATIONS REVIEW
During the period under review, the Allahabad Development Authority has
sanctioned a plan submitted by the Company to develop a part of its
land. The approved lay out plan envisages residential plots, and some
limited group housing with fully developed common facilities including
roads, pathways, drain, water supply, sewer lines and water harvesting.
The project has been given the name of ''Shervani Legacy''. Initial work
on the project has started, and detailed working drawings as per the
sanctioned plans are being prepared.
SUBSIDIARY COMPANY
FARCO FOODS PRIVATE LIMITED
During the current year, the subsidiary has again shown considerable
improvement by producing 5215 MT biscuits of the "Priyagold" Brand
under the jobwork agreement. The unit earned a profit of Rs.68.88 lacs.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the accounting standard AS-21 on consolidated
financial statements read with accounting standard AS-23 on accounting
for investments in associates, your company has prepared the
consolidated financial statements and annexed to this Annual Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 Mr. Azher
Nisar Shervani and Mr. Saeed Mustafa Shervani Directors of the Company
retire by rotation at this Annual General Meeting and being eligible,
offer themselves for reappointment. The information as required to be
disclosed under clause 49 of the Listing Agreement in case of
reappointment of directors is provided in the notice of ensuing annual
general meeting.
Pursuant to Section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of directors as
Independent Directors. The Board appointed Dr. A.P.Singh, Mr G.S.
Chaturvedi, Mr. Mohd. Aslam Sayeed and Mr Kush Bhargava as Independent
Director in terms of said provision and Clause 49 of the listing
agreement subject to approval of shareholders. Necessary details have
been annexed to the notice of the meeting in terms of Section 102(1) of
the said Act.
AUDITORS
The observations of the Auditors in their report are appropriately
dealt with Notes forming part of Financial Statement.
M/s P. L. Tandon & Co., Chartered Accountants retire at the ensuing
Annual General Meeting and are eligible for reappointment. The Company
has received confirmation that their appointment, if made, will be
within the limits prescribed under the Companies Act, 2013.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Auditors'' Statement on its
compliance is annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure ''A'' to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time and forming part of Directors
Report- Not Applicable
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state as under;
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no material
departure;
(ii) That the accounting policies selected and applied are consistent
and the judgements and estimates made 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 or Loss of the Company
for that period;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the Assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Annual Accounts have been prepared on a going concern
basis.
DEPOSITS
During the year fixed deposit amounting to Rs. 1 Lac was paid and
renewed and no deposit remains unpaid as on 31st March, 2014.
Depositors were intimated well in advance regarding the maturity of
deposits with requests to claim their deposits on maturity.
INDUSTRIAL RELATIONS
Industrial Relations remained satisfactory during the period under
review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep sense of appreciation
for the devoted services of ail the employees of the Company and
assistance and co-operation received from all stakeholders.
For and on behalf of the Board
Mohd. Aslam Sayeed Saleem I. Shervani
Director Managing Director
Place : Allahabad
Date : May 23,2014
Mar 31, 2012
The Directors take pleasure in presenting the 64th Annual Report
together with the audited Statements of Accounts for the year ended
31st March, 2012.
FINANCIAL RESULTS (Rs. in Lacs)
Profit before Depreciation 89
Depreciation 15
Profit after Depreciation & before Tax 74
Current / Earlier Tax (07)
MAT Credit Entitlement (Current / Earlier Year) 07
Profit after Tax 74
Add Balance brought forward from last year 276
Surplus Available for Appropriation 350 Appropriation:
Proposed Dividend 33
Tax on dividend 5
Balance Carried Forward 312
DIVIDEND
Your Directors recommend dividend @ 10% for the year
2011 -12 payable as under:
(Rs. in Lacs)
(1) Ordinary Shares @ Re. 1.00 per share 32.60
(2) Deferred Shares @ Rs.2.50 per share 0.20
TOTAL 32.80
OPERATIONS REVIEW
The Company has recognised the revenue of Rs. 682.13 Lacs during the
year under review against Rs 611.70 lacs in previous Financial Year
2010-11 from its real estate project showing an increase of 11.50%. The
Company is also looking for land at prime location for its next project
in Allahabad.
SUBSIDIARY COMPANY FARCO FOODS PRIVATE LIMITED
During the first year of its Job Work agreement, Subsidiary Company
produced 3836 MT of Biscuits on Job Work basis. Management is taking
all necessary steps to improve the efficiency of plant. The management
is hopeful that this agreement would go a long way in revival of
subsidiary company.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the accounting standard AS-21 on consolidated
financial statements read with accounting standard AS-23 on accounting
for investments in associates, your company has prepared the
consolidated financial statements and annexed to this Annual Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Azhar Nisar Shervani, Mr.
Saeed Mustafa Shervani and Mr. Kush Bhargava Directors of the Company
retire by rotation at this Annual General Meeting and are eligible for
re-appointment.
AUDITORS
The observations of the Auditors in their report are appropriately
dealt with Notes forming part of Accounts. M/s P. L. Tandon & Co.,
Chartered Accountants retire at the ensuing Annual General Meeting and
are eligible for re-appointment. The Company has received confirmation
that their appointment, if made, will be within the limits prescribed
under Section 224(1 B) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Auditors' Statement on its
compliance is annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure ÃA' to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time and forming part of Directors
Report ÃNot Applicable
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state as under:
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no material
departure;
(ii) That the accounting policies selected and applied are consistent
and the judgements and estimates made 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 or Loss of the Company
for that period;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the Assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Annual Accounts have been prepared on a going concern
basis.
DEPOSITS
During the year fixed deposits amounting to Rs.17.00 Lac was paid and
renewed on or before 31st March, 2012. Depositors were intimated well
in advance regarding the maturity of deposits with requests to claim
their deposits on maturity.
INDUSTRIAL RELATIONS
Industrial Relations remained satisfactory during the period under
review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep sense of appreciation
for the devoted services of all the employees of the Company and
assistance and co- operation received from all stakeholders.
ANNEXURE ÃA' TO THE DIRECTORS' REPORT
Information under Section 217(1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, as amended from time to time and forming part
of Directors' Report for the year ended 31 st March, 2012.
A. CONSERVATION OF ENERGY
a) Energy conservation measures taken - Nil
b) Additional Investments & schemes being implemented - Nil
c) Impact of measure (a) & (b) above - Nil
B. TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT - Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGOING
Foreign Exchange used equivalent to Rs. 7.39 Lac and Foreign Exchange
earned Rs. NIL.
For and on behalf of the Board
Tahir Hasan Saleem I. Shervani
Wholetime Director Managing Director
Place : Allahabad
Date : May 30,2012
Mar 31, 2010
The Directors take pleasure in presenting the 62nd Annual Report
together with the audited Statements of Accounts for the year ended 31
st March, 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
Profit before Depreciation 406
Depreciation 17
Profit after Depreciation & before Tax 389
Current Tax 10
Profit after Tax 379
Add Balance brought forward from last year 181
Surplus Available for Appropriation 560
Appropriation:
Transferred to General Reserve 300
Proposed Dividend 26
Tax on dividend 5
Balance Carried Forward 229
DIVIDEND
Your Directors recommend dividend @ 8% for the year
2009-10 payable as under:
(Rs. in Lacs)
(1) Ordinary Shares @ Re.0.80 per share 26.08
(2) Deferred Shares @ Rs.2.00 per share 0.16
TOTAL 26.24
OPERATIONS REVIEW
During the year under review your directors have taken all the possible
steps to diversify Companys activity in to real estate sector. The
Company has entered in to a builder agreement for development of
property in to residential flats in the name of "Sterling Apartment" at
a very posh locality in Allahabad and pleased to report that booking of
the flats commenced after complying with all the legal formalities
including the approval of map and clearances from various government
departments. Your directors expect that the construction will start
with in a couple of months.
SUBSIDIARY COMPANY
FARCO FOODS PRIVATE LIMITED
During the year the name of subsidiary has been changed from Farco
Foods Limited to Farco Foods Private Limited. The subsidiary company
has not done any business during the year and the management is looking
for some alternate arrangement to safeguard the interest of the
Company.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the accounting standard AS-21 on consolidated
financial statements read with accounting standard AS-23 on accounting
for investments in associates, your company has prepared the
consolidated financial statements and annexed to this Annual Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.Saeed Mustafa Shervani, Mr.
Raju Verghese and Mr. Kush Bhargava Directors of the Company retire by
rotation at this Annual General Meeting and are eligible for re-
appointment.
AUDITORS
The observations of the Auditors in their report are appropriately
dealt with in the schedule of Notes forming part of Accounts.
M/s P. L. Tandon & Co., Chartered Accountants retire at the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received confirmation that their appointment, if made, will be
within the limits prescribed under Section 224(1 B) of the Companies
Act, 1956.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Auditors Statement on its
compliance is annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS ANDOUTGO
As required under Section 217(1) (e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure A to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time and forming part of Directors
Report-Not Applicable
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state as under:
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no material
departure;
(ii) That the accounting policies selected and applied are consistent
and the judgements and estimates made 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 or Loss of the Company
for that period;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the Assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Annual Accounts have been prepared on a going concern
basis.
DEPOSITS
During the year fixed deposit amounting to Rs. 1.90 Lac was repaid. No
Deposits were renewed on or before 31st March, 2010. Depositors were
intimated well in advance regarding the maturity of deposits with
requests to claim their deposits on maturity.
INDUSTRIAL RELATIONS
Industrial Relations remained satisfactory during the period under
review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep sense of appreciation
for the devoted services of all the employees of the Company and
assistance and co-operation received from all stakeholders.
For and on behalf of the Board
Saleem I. Shervani G.S. Chaturvedi
Managing Director Director
Place : Allahabad
Date .May 22, 2010
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