As on: May 03, 2024 11:15 AM
To The Members of
Premier Chennai Properties Limited
Your Directors have pleasure in presenting for your consideration and approval the Thirteenth Annual Report with the Audited Financials of the Company for the year ended March 31, 2020.
1. FINANCIAL ACHIEVEMENTS AND DIVIDEND
The financial highlights of the Company for the year ended March 31, 2020 are as follows:
(Amount in Rs.)
No amount was transferred to the General Reserve Account
2. DIVIDEND
The Board of Directors of the Company at the board meeting dated 17th June 2020, approved the payment of interim dividend for the year ended 31st March 2020, of Rs. 532/- per equity share aggregating to Rs. 111,031,592/- to be paid to those equity shareholders whose names appear in the Register of Members/ those persons who as per the Company's records hold a beneficial interest in the shares issued by the Company, as on the record date i.e. June 27, 2020 in proportion to the paid up value of the equity shares.
3. REVIEW OF OPERATIONS
The Project, located in OMR a southern suburb of Chennai, was launched in March 2012 and the formal sales launch was in December 2012. In the Township project, Phase I having 662 apartment units and saleable area of 945,300 sq. ft. is complete, and Phase II having 646 apartment units and saleable area of 834,252 sq. ft. is under development. Future phases of the township development are under land stage and a small retail component is under development. The villa project comprising 374 villas and saleable area of 877,745 sq. ft. is complete.
As per the JDA arrangement with Pacifica Builders Pvt. Ltd. (formerly Pacifica (Chennai Project) Infrastructure Company Pvt. Ltd.), your Company would get 14.58% of revenues from the sale of apartments in the Township project and as per JDA arrangement with Sylvanus Builders & Developers Ltd., your Company would get 12.07% of revenues from the sale of villas.
During the financial year, the company generated sales revenue of INR 1,006.78 Lakhs compared to INR 1,051.17 Lakhs in the previous financial year. The Profit after Tax for the year is INR 493.37 Lakhs compared to 736.84 Lakhs in the previous financial year.
In terms of sales performance, 40 apartments and 57 villas were registered in favor of the buyers during the financial year compared to 76 apartments and 57 villas registered in favour of the buyers in the previous year.
Material changes and commitments affecting the financial position of the Company, which have occurred from the end of the financial year for the Company to which the financial statement relates and till the date of the Directors' Report :
There were no material changes and commitments affecting the financial position of the Company, however there was a Material event which occurred from the end of the financial year for the Company to which the financial statement relates and till the date of the Directors' Report:
The Board of Directors of the Company at its meeting dated 21 May 2020 approved the voluntary delisting of shares of the Company from the SME Institutional Trading
Platform of the Bombay Stock Exchange. The Company has conducted a postal ballot and obtained the approval of the members of the Company by special resolution for the voluntary delisting of shares of the Company from the SME Institutional Trading Platform of the Bombay Stock Exchange. The Company is now engaged in further steps/processes necessary.
4. PERFORMANCE OF THE PROJECT
Apartments: During the financial year, the project received 52 bookings (net of cancellations). As of March 2020, a total of 867 units have been booked out of total inventory of 1,308 units. The average price of units sold during the financial year is Rs. 3,447 per sq. ft. Phase I apartment towers are complete. Phase II apartment towers are expected to be completed in the next 18-24 months.
Villas: During the financial year, the project received 39 bookings (net of cancellations). As of March 2020, a total of 359 units have been booked out of total inventory of 374 units. The average price of villas sold during the financial year is Rs. 4,888 per sq. ft. The construction of villas is complete.
5. FUTURE OUTLOOK
The Company's management recognizes the on-going Covid-19 pandemic and is mindful of the impact that a deep and prolonged pandemic-led disruption could potentially create. Based on the current information, the Company does not foresee any material adverse impact on the Company's ability to realize its assets and in meeting liabilities as and when they fall due. The Company will continue to observe the evolving scenario and consider any future developments as the impact in subsequent period is highly dependent on future economic developments and circumstances as they evolve. The government and RBI have maintained an accommodative stance required for India to navigate the Covid-19 pandemic. The home loan interest rates at nearly at their all-time-low levels, which would encourage a lot of buyers who are looking to purchase their first home, as normalcy returns through a gradual easing of the Covid-19 pandemic-led lockdowns.
The introduction of measures such as reduction of Goods and Services Tax (GST) for housing projects and the Real Estate Regulation & Development Act (RERA) have helped shore up home-buyer confidence. With growing transparency and improving policies, the country's real estate sector is expected to become more home-buyer friendly.
6. SHARE CAPITAL
During the year under review, there was no change in the Share Capital of the Company, Therefore, as on March 31, 2020, the total paid-up value of the Company is Rs. 2,087,060/- comprising of 208,706 equity shares of Rs. 10/- each
7. REGISTERED OFFICE OF THE COMPANY
During the year, there is a change in the registered office of the company within the same city. The Registered Office of the Company is shifted from 498, Karumuttu Centre, 3rd Floor, South Wing, Nandanam, Anna Salai, Chennai ,Tamil Nadu-TN - 600035 to DAA, 5/32 First Cross street, Shenoy Nagar East, near Municipal Corporation building, Shenoy Nagar Chennai - 600030 with effect from 13th March, 2020.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY
During the year under review, there were no Companies which has / have become/ ceased to become a Subsidiary/ Joint ventures/ Associate Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Directors
Mr. Vinode Thomas, Mr. Suresh Kootala, Mr. Raj an Singh, Mr. Shabbir Mangalorewala, comprises the Board of Directors of the Company as on Financial Year ending March 31, 2020.
Ms. Sikha Singh, Non- Executive Director resigned from the Company with effect from Jnuary15, 2020.
b) Retirement by Rotation
Mr. Vinode Thomas, Non-Executive Director of the Company shall retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment.
c) Board Independence
The Company has received Declarations of Independence pursuant to Section 149(6) of the Companies Act, 2013 and Reg. 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from each of its two Independent Directors, viz. Mr. Shabbir Mangalorewala and Mr. Rajan Singh.
Mr. Shabbir Mangalorewala was appointed as an Independent Director at the 12th Annual General Meeting of the Company to hold office as such for a period of five consecutive years up to the Annual General Meeting of the Company to be held in F.Y. 2023.
Mr. Rajan Singh was appointed as an Independent Director at the 12th Annual General Meeting of the Company to hold office as such for a period of five consecutive years up to the Annual General Meeting of the Company to be held in F.Y. 2024.
d) Selection Criteria for Appointment of Directors
The Board has framed selection criteria for determining the necessary qualifications and attributes for appointment of Directors and also to ensure Board diversity. The details of the same has been posted on the website of the Company at http://www.premierchennai.co.in
e) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of the Board. The manner in which the evaluation has been carried out is mentioned below:
(a) The Chairperson may meet with Non-Executive Directors to discuss individual performance and ideas for improvement.
(b) The Board as a whole will discuss and analyze its own performance during the year including suggestions for improvement.
(c) The performance of the Executive Directors shall also be reviewed annually which shall in turn reflect on their remuneration.
(d) The Board shall review the necessity of establishing any Committees and delegating certain of its responsibilities to the Committees.
Schedule IV of the Companies Act, 2013 prescribes the Code for Independent Directors (Code). The Company has adopted the Code by incorporating it in Company's Code of Conduct. Roles, responsibilities, appointment and evaluation of the Independent Directors will be governed by the Code.
The various parameters to be considered while conducting the assessment of Board of Directors, Independent Directors and for Committees has been posted on the website of the Company at http://www.premierchennai.co.in
f) Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
(i) Mr. Suresh Ananthanarayanan Kootala , Chief Financial Officer (CFO) & Managing Director
(ii) Ms. Ankita Bhagat who was appointed as Company Secretary with effect from April 16, 2019 tendered her resignation to the Board of Directors on 15 January 2020.
g) Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013:
i. in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies to the Annual Accounts have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the March 31, 2020 and of the Profit of the Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the Annual Accounts are prepared on a going concern basis;
v. that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and
vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively
10. MEETINGS
a) Board Meetings.
The Board of Directors met five (5) times during the Financial Year ended March 31, 2020. The meetings were held during the year on April 16, 2019, May 24, 2019, August 14, 2019, November 13, 2019 and March 13, 2020. The details of the Board/Committee Meetings and attendance of the Directors at the Board/Committee meetings are given in Annexure-I
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
b) Audit Committee
The Audit Committee of the Company comprises of Mr. Rajan Singh (Chairman), Mr. Vinode Thomas and Mr. Shabbir Mangalorewala.
The members of the Audit Committee met three times during the Financial Year 2019-2020. All the recommendations of the Audit Committee were accepted by the Board of Directors. Major terms of reference and other relevant details of the Audit Committee have been furnished in Annexure-I.
c) Corporate Social Responsibility Committee
The Corporate Social Responsibility (CSR) Committee of the Company currently comprises of Mr. Vinode Thomas (Chairman) Mr. Suresh Kootala and Mr. Shabbir Mangalorewala. Due to the resignation of Ms. Shikha Singh with effect from March 02, 2020, the composition of the Corporate Social Responsibility Committee (CSR) was reconstituted as above by the Board of Directors in their meeting dated 13 March, 2020. Major terms of reference and other relevant details of the CSR Committee have been furnished in Annexure I.
d) Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Company comprises of Mr. Shabbir Mangalorewala (Chairman), Mr. Vinode Thomas, and Mr. Rajan Singh. The members of the Nomination & Remuneration Committee met two times during the Financial Year 2019-2020. Major terms of reference and other relevant details of the Nomination & Remuneration Committee have been furnished in Annexure-I.
e) Stakeholders Relationship Committee
As per Section 178 of the Companies Act, 2013, a Company having one thousand and more Shareholders, need to have a Stakeholders Relationship Committee and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company listed on SME Exchange is not require to constitute a Stakeholders Relationship Committee. As there are less than one thousand Shareholders and our Company is listed on ITP SME Exchange, it is not mandatory to have this Committee.
11. RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS
Risk Management forms an integral part of the business of the Company. The Company has a Risk Management Framework, which not only ensures timely identification of risks, analysis of the reasons for such risk, assessment of its materiality, assessment of its impact but also has adequate risk mitigation processes. The Risk Management Framework encompasses all areas of the Company's business. The Risk Management Framework ensures that all risks which could potentially
threaten the existence of the Company are identified and risk mitigation steps identified for them.
The Company has an adequate system of internal controls commensurate with the nature of its business and complexity of its operations to ensure accuracy of accounting records, compliance with all laws and regulations and compliance with all rules, processes and guidelines prescribed by the management.
An extensive internal audit is carried out by an independent firm of Chartered Accountants. Post audit reviews are also carried out to ensure follow up on the observations made. The scope of the internal audit is determined by the Audit Committee and the Internal Audit Reports are reviewed by the Audit Committee.
12. AUDITORS
a) Statutory Auditors
The Company's Statutory Auditors, M/s. VDSR & Co., LLP, Chartered Accountants having Registration Number 001626S/S200085 were appointed at the Annual General Meeting held on September 22, 2017, for a period of five years subject to the annual ratification of the same by the shareholders
However, as per the Companies (Amendment) Act, 2017 to the extent notified, the requirement of annual ratification of appointment of Statutory Auditor is withdrawn with effect from May 7, 2018 and hence ratification by the Shareholders is not proposed in the ensuing Annual General Meeting and the term of appointment of Statutory Auditor will be for a period of five years till the conclusion of the 15th Annual General Meeting of the Company.
The VDSR & Co., the Statutory Auditor Firm of the Company has been reconstituted as a Limited Liability Partnership and name of the Firm has been changed from VSDR & Co to VDSR & Co LLP with Registration Number - 001626S/S200085
b) Secretarial Audit
The Company has appointed M/s. Kaushal Dalal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed herewith as Annexure IV.
13. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
There are no qualifications, reservations or any adverse remarks or disclaimers made by M/s. VDSR & Co LLP., Statutory Auditors of the Company in their report and by M/s. Kaushal Dalal & Associates, Company Secretaries in Practice, in their Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Amounts outstanding as at 31st March 2020
15. RELATED PARTY TRANSACTIONS
During the Financial Year 2019-2020, there were no new Related Party Transactions.
There are no particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 to disclose in the prescribed form AOC-2 and may be treated as not applicable.
16. DEPOSITS
Your Company has not accepted any deposits from the public for the financial year under consideration.
17. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return pursuant to Section 92(1) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT 9 are annexed herewith as Annexure V.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars in the Companies (Accounts) Rules, 2014, are not applicable.
Also, the Company has made no foreign earnings or any foreign expenditure for the Financial Year ended March 31, 2020.
19. PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors' Report for the year ended March 31, 2020 and are annexed as Annexure II.
20. DISCLOSURE REQUIREMENTS
a) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. The Policy is also uploaded on the website of the Company at http://www.premierchennai.co.in.
b) Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Policy focuses on addressing critical, social, environmental and economic needs of the marginalized/underprivileged sections of the society. Through this policy, the Company aligns its CSR strategy and adopts an approach that benefits the communities at large and creates social and environmental impact.
The Company adhered to its CSR commitment by contributing to the Prime Minister's National Relief Fund in conformity with the Schedule VII of the Companies Act, 2013. The CSR policy is posted on the Company's website at
http://www.premierchennai.co.in.
The Annual Report on the CSR activities is annexed herewith as Annexure III.
c) Whistle Blower Policy
Whistle Blower Policy aims to provide an avenue for employees and directors of the Company to raise serious and sensitive concerns that could have an adverse impact on the operations and performance of the Company. The Audit Committee is entrusted with implementing and monitoring the Vigil mechanism of the Company. The Whistle Blower policy gives in detail the procedure for inquiry and investigation of complaints, provides for adequate safeguards for protection of the whistle blower against adverse personal action and calls for disciplinary action against those who abuse the policy
The Company has adopted a Whistle Blower Policy for employees to report instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The details of the Policy is posted on Company's website at http://www.premierchennai.co.in
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, which affect the financial position of the Company that have occurred.
22. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company during the year under review.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to thank the shareholders, employees, bankers, Reserve Bank of India, Securities and Exchange Board of India, Bombay Stock Exchange, other Regulatory authorities for their co-operation and continued support to the Company. We look forward to their continued patronage and encouragement in all our future endeavours.
For and on behalf of the Board of Directors Premier Chennai Properties Limited
Place: Mumbai
Date: 03/09/2020