To
The Members
Your Directors have pleasure in presenting before the shareholders the 63rd Annual
Report together with the Audited Financial Accounts of the company for the year ended 31st
March, 2023:
1. Financial Highlights:
The Company's financial performance for the year under review along with previous
year's figures is given here under:
(Amount in lakh except EPS)
Particulars |
STANDALONE |
CONSOLIDATED |
|
Financial Year ended 31st March, 2023 |
Financial Year ended 31st March, 2022 |
Financial Year ended 31st March, 2023 |
Financial Year ended 31st March, 2022 |
Revenue from Operations |
282.34 |
251.82 |
282.34 |
251.82 |
Other income |
3.36 |
1.06 |
- |
- |
Total Revenue |
285.70 |
252.88 |
282.34 |
251.82 |
Expenses |
27.54 |
21.69 |
27.54 |
21.69 |
EBITDA |
258.16 |
231.19 |
254.80 |
230.13 |
Depreciation and Amortization |
- |
- |
- |
- |
EBIT |
258.16 |
231.19 |
254.80 |
230.13 |
Interest and Finance charge |
118.42 |
174.20 |
118.42 |
174.20 |
Earning Before Tax (EBT) |
139.74 |
56.99 |
136.38 |
55.93 |
Less: Taxation: |
|
|
|
|
- Current Tax |
9.86 |
- |
9.86 |
- |
- Deferred Tax |
27.23 |
16.71 |
27.23 |
16.71 |
- Total tax expense from continuing operations |
37.09 |
16.71 |
37.09 |
- |
Profit/Loss After Tax |
102.65 |
40.28 |
99.29 |
39.22 |
Share in the Profit of the Firm |
- |
- |
3.01 |
4.13 |
Net profit for the period |
102.65 |
40.28 |
102.30 |
43.35 |
Earning Per Share (Rs.) |
1.30 |
0.51 |
1.30 |
0.55 |
Diluted Per Share (Rs.) |
1.30 |
0.51 |
1.30 |
0.55 |
2. BUSINESS OVERVIEW /PROSPECTS /NATURE OF BUSINESS:
The Company currently is developing project under the aegis of the Slum Rehabilitation
Authority to rehabilitate a slum in Bhandup which is in the eastern suburbs of Mumbai.
There is a significant improvement in the demand for affordable housing which augurs well
for the future of the Company. The Company also has entered into a JV with a group Company
for development of a nearby slum Project and the construction activities are yet to be
commenced.
The Company is primarily engaged in the activities of Real Estate Development. There
was no change in nature of the business of the Company, during the year under review.
3. DIVIDEND:
As a prudent economic measure and in order to conserve the scarce liquid resources of
the Company, your Directors do not recommend any dividend on the equity shares for the
year under review.
4. TRANSFER TO RESERVES:
During the period under review no amount is proposed to be transferred to General
Reserve
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no unclaimed dividend lying in terms of section 125(2), of the Companies Act
2013 and accordingly the provisions of said section do not apply.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There were no material changes during the year which will affect the financial position
of the Company.
Post approval of the shareholders of the Company, through the Postal Ballot process, on
March 20, 2023 the Company has allotted of 13,500 (CCDs) (FV: Rs. 1000/-) to Fibre Box
Bombay Private Limited (part of Promoters Group) as the part of further restructuring of
the existing outstanding ICDs as on Dec 31, 2022 to the extent of Rs. 2,43,56,000 wherein
such restructuring shall also include the option to the Company to convert the CCDs, in
full or in part. Post issue of CCDs which are convertible(in full) into equity shares
within 18 months of the issue. The outstanding ICDs in the books of the Company would
stand at Rs.1,08,56,000/-.
7. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements as stipulated by Securities and Exchange
Board of India (SEBI). The report on Corporate Governance as per the requirement of SEBI
(Listing Obligation and Disclosure Requirement) Regulations 2015 forms an integral part of
this Annual Report.
Certificate on Corporate Governance
As required by SEBI (LODR) Regulation, 2015, Certificate on Corporate Governance is
attached as Annexure 1' of the Company.
8. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposits, covered under Chapter V of the
Companies Act, 2013.
9. BOARD OF DIRECTORS AND KEY MANAGERERIAL PERSONNEL(KMP)/ DECLARATION FROM
INDEPENDENT DIRECTORS:
a. Composition of the Board:
The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that
the Board should have an optimum combination of executive and non-executive directors.
As on 31st March, 2023 the Board comprised of six Directors including one Woman
Director and two independent Directors including the non-executive Chairman.
b. Retire by Rotation
As per Provision of Companies Act, 2013, Ms. Sonal Mayur Shah (DIN: 00199734),
Executive Director, retires by rotation at the ensuing Annual General Meeting and is
eligible for re-appointment. The Board recommended her reappointment to the shareholders.
c. Meeting of IDs & Declaration
In accordance with the provisions of the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held on March 9, 2023.
The Company has received declarations from all the Independent Directors confirming
that they met the criteria of Independence as prescribed under Section 149 (6) & (7)
of the Companies Act, 2013 issued there under and under Regulation 16 (1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
Based on the declarations and confirmations of the Independent Directors and after
undertaking due assessment of the veracity of the same, the Board of Directors recorded
their opinion that all the Independent Directors are independent of the Management and
have fulfilled all the conditions as specified under the governing provisions of the
Companies Act, 2013 and the Listing Regulations.
Further, the Independent Directors have also confirmed that they have complied with the
Company's code of conduct.
10. PERFORMANCE EVALUATION:
The Performance Evaluation of all Directors was undertaken as per the prescribed
standards. The Independent Directors of the company have formalized the mode of carrying
out such evaluation of all the directors for the year under review. Also, during the year
under review, the Independent Directors have suggested process improvement on the matter
relating to performance evaluation of Independent Directors under Section 134 (3) (p) read
with Articles VII and VIII of Schedule IV of Companies Act, 3013 and Reg. 25 of SEBI
(LODR) Regulations, 2015.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year, four meetings of the Board of Directors were held. The details of the
meetings are as follows: -
April 29, 2022, August 9, 2022, November 9, 2022 and February 13, 2023.
12. VIGIL MECHANISM & POSH POLICY:
The Company has duly incorporated the Vigil Mechanism / Whistle Blower in the Code of
Conduct for Directors and Senior Management. Each year necessary affirmation of compliance
is made and the same is informed to the Audit Committee/Board.
The said "Vigil mechanism" is hosted on the website of the Company under the
head of "whistle blower mechanism". The mechanism has necessary provisions
relating to reporting the complaint of unethical /improper conduct to the Chair of
"Audit Committee" and action suitable steps to investigate, safeguarding
measures of the "whistle blower"/s.
During the year under review, no complaints or alert received from any of the stake
holders that are reportable to the Chair of the Audit Committee.
13. AUDIT COMMITTEE:
An Audit Committee of Board of Directors is in existence in accordance with the
provisions of sec 177 of the Companies Act 2013. Kindly refer action on Corporate
Governance, under head "Audit Committee" for matters relating to constitution,
meetings and functions of the Committee.
14. NOMINATION AND REMUNERATION POLICY:
A Nomination and Remuneration Committee of Board of Directors is in existence in
accordance with the provisions of sec 178 of the Companies Act 2013. Kindly refer section
on Corporate Governance, under head "Nomination and Remuneration Committee" for
matters relating to constitution, meetings and policy of the Committee.
15. RISK MANAGEMENT POLICY:
The Board at its Meeting undertakes periodic reviews of the potential risks and its
mitigation measures in line with its corporate strategy, major plans of action setting
performance objectives, monitoring implementation and corporate performance, and
overseeing major capital expenditures, acquisitions and disinvestments. Presently, there
is no separate Policy for Risk Management.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company being formed for and engaged in real estate development (Infrastructural
facilities) is exempt from the provisions of Section 186 of the Companies Act, 2013
related to any loans made or any guarantees given or any securities provided or any
investments made by the Company.
17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the financial year, all the contracts or arrangements with Related Party are at
arm's length basis and in ordinary course of business. During the year under review, the
Company has not entered into any new transactions or arrangement with related
party/ ies. Please refer AOC-2 in Annexure-2'.
18. MANAGERIAL REMUNERATION/ PARTICULARS OF EMPLOYEE:
The Company has no employee who receives remuneration to the extent provided in Rule 5
(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
for the year ended 31st March, 2023. The details required as per Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as "Annexure D". However pursuant to provision of section 136(1) of the
Act, this report is being sent to the shareholders excluding the information required as
per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
19. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS PLAN:
During the year under review, the Company has not either approved or granted any Stock
Options under any Plan.
20. STATUTORY AUDITORS AND AUDITORS REPORT:
M/s Bipin B Shah & Co. (Firm Reg. No. 101511W) had been re-appointed as Statutory
Auditors of the Company for the second term of 5 years at the 60th Annual General Meeting.
The auditor's report does not contain any qualification, reservation or adverse remark
or disclaimer or modified opinion.
21. MERGER /AMALGAMATION:
No scheme of Merger/Amalgamation is pending as on date.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR) /COMMITMENT TOWARDS
SUSTAINABILITY WHILE UNDERTAKING PROJECTS:
The submission of the BRSR for the year under review is not applicable to the Company.
23. SECRETARIAL AUDITOR:
Pursuant to 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. Nitin Joshi, Practicing Company Secretary (Membership No: FCS No. 3137 and
CP No. 1884) as Secretarial Auditor of the Company on April 29, 2022 for FY 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith as Annexure 3' form parts of the Board's Report.
24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
The Company does not meet with criteria given under section 135 (1) of the Companies
Act, 2013 pertaining to CSR contribution.
25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The particulars of Associates and Joint Venture have been disclosed in the Notes of the
Financial Statement of the Company. During the year under review, Company do not have any
Subsidiary Company.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's associate company in Form AOC-1 is
attached as Annexure A to this report.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, there are no order/s passed by the
Regulators/Courts/Tribunal impacting the "Going Concern "status of the Company.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The internal control commensurate with the activities is supplemented by continuous
review by the management. The internal control system is designed to ensure that every
aspect of the company's activity is properly monitored. At the Group level there has been
an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors
have specifically commented on the existence of adequate Internal Financial Controls in
relation to the activities of the company.
28. DIRECTOR'S RESPONSIBILITY STATEMENT: The Directors confirms that:
i. in the preparation of the accounts for the year ended March 31st 2023, the
applicable amended accounting standards have been followed.
ii. appropriate accounting policies have been selected and applied consistently and
reasonably so as to give a true and fair view of the state of affairs of the Company and
of the profit or loss of the Company for the year under review, as at March 31, 2023;
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; and
iv. the annual accounts for the year ended March 31, 2023 have been prepared on the
basis that the Company is "Going Concern".
v. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company undertakes necessary Energy conservation and technology absorption methods
while executing the projects by implementing advanced building system and usage of energy
efficient materials during the construction of Projects.
There were no foreign exchange earnings and outgo during the current period.
30. ANNUAL RETURN:
Annual return in accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at www.citadelrealty.in
31. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business
activities carried out by the Company.
32. OTHERS:
REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:
A report containing relevant information as required by the said section of the
Companies Act 2013 is dealt separately and forms part of this Directors Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, which gives a detailed account of state
of affairs of the operations of the Company forms part of this Annual Report.
BOARD COMMITTEES:
The Board of Directors has constituted three Committees viz. Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee. All
decisions pertaining to the constitution of Committees, appointment of Members and fixing
of terms of reference / role of the committees are taken by the Board of Directors.
Detailed particulars relating to the above Committees have been furnished in Corporate
Governance for the year ended 31st March 2023.
REPLY TO THE OBSERVATION OF SECRETARIAL AUDITOR
The Board is in look out for suitable CEO for the Company. As the Company is in slum
rehabilitation segment, the present CEO (KMP) who is holding the position under Section
203 of the Act is an expert in Realty sector and is part of Senior Management and Board of
the Company. Hence he has been requested to continue as such till suitable person is
appointed either within the group or from outside.
There has not been any operations during the FY 2022-23, hence the Internal Audit
requirements was not needed. Now the Company has taken up the appointment of Internal
Auditor for FY 2023-24.
Due to technical glitch in the installation of and further processing in the software,
there has been delay in the maintenance of information in SDD software and there has been
belated disclosure.
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Marathon group have in place a Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Committee (IC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) and others are
covered under this policy. During the year under review, No Complaints were received.
COMPANIES 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.
LISTING FEE:
The Annual Listing Fee for the Financial Year 2022-23 has been duly paid within the
stipulated time to BSE Limited.
DEMATERIALIZATION OF SHARES:
The members are aware that the Company's equity shares are under compulsory trading in
dematerialized form for all categories of investors. The shareholders, who are holding the
shares of the Company in physical mode, are requested to Demat their holding at the
earliest, so as to reap the corporate benefits like Transfer, Dividends, Bonus etc.,
without loss of time. SEBI has already mandated that wef April 2019 sale/transfer of
securities in physical mode is NOT PERMITTED.
SERVICE OF DOCUMENTS:
All documents, including the Notice and Annual Report shall be sent through electronic
transmission in respect of the members whose email IDs are registered in their Demat a/c
or otherwise provided by them.
A Member shall be entitled to request for physical copy of any such document.
33. ACKNOWLEDGMENT
The Directors take this opportunity to thank all shareholders, customers, bankers,
contractors, suppliers, joint venture partners and associates of your Company for the
support received from them during the year.
Regd. Office: |
On behalf of the Board of Directors |
|
Marathon Futurex, |
|
|
N.M.Joshi Marg, Lower Parel (W), |
|
|
Mumbai 400 013 |
|
|
|
S. Ramamurthi |
Chetan Shah |
|
Director & CEO |
Director |
Dated: August 9, 2023 |
DIN: 00135602 |
DIN: 00135296 |
|