SGGD PROJECTS DEVELOPMENT PRIVATE LIMITED Annual report for the Year... · 2016-12-16 · SGGD PROJECTS DEVELOPMENT PRIVATE LIMITED Regd Office: Ground Floor, GYS Infinity, ... U70102MH2010PTC208231;

SGGD PROJECTS DEVELOPMENT PRIVATE LIMITEDRegd Office: Ground Floor, GYS Infinity, CTS 182/183, Paranjpe’B’ Scheme, Subhash Road,

Vile Parle (East), Mumbai -400057CIN:U70102MH2010PTC208231; Website: www.sggd.in, e-mail: [email protected]

Corporate Office Address: 208/208A, 2nd Floor, Tower-B, Global Business Park,Village Sikanderpur Ghosi, MGRoad, Gurgaon, Haryana-122002, (Tel)-0124 - 4254978, 4254979

DIRECTOR’S REPORTTo,The Members,SGGD Projects Development Private Limited

Your Directors have pleasure in presenting this 6 th Annual Report on the business and operations of theCompany together with Audited Financial Statements for the financial year ended 31st March 2016.FINANCIAL RESULTSThe highlights of standalone and consolidated financial statements of the Company for the Financial Year2015-16 are as under:

(In ₹)PARTICULARS STANDALONE CONSOLIDATED

2015-16 2014-15 2015-16 2014-15Gross Receipts (36,57,447) 74,17,593 (36,57,449) 74,17,593Profit /(Loss) BeforeInterest, Depreciation &Tax (3,55,21,576) (3,88,68,053) (3,55,74,258) (3,89,61,564)Less : Interest 19,36,24,126 15,60,72,027 19,36,24,126 15,60,72,027Profit / (Loss) BeforeDepreciation & Tax (22,91,45,702) (19,49,40,080) (22,91,98,384) (19,50,33,591)Less : Depreciation NIL NIL 9,067 13,494Profit / (Loss) BeforeTax (22,91,45,702) (19,49,40,080) (22,92,07,451) (19,50,47,085)Less: Provision forIncome Tax: Provision for DeferredTax Liability / (Assets): Tax for earlier years

NILNILNILNILNILNIL

NIL737NILNIL994NILProfit/ (Loss) After Tax (22,91,45,702) (19,49,40,080) (22,92,06,714) (19,50,48,079)Add / Less : Profit /(Loss) brought forward& other Adjustment (32,87,68,212) (13,38,28,132) (32,89,06,701) (13,38,58,622)

Balance carried toBalance Sheet (55,79,13,914) (32,87,68,212) (55,81,13,415) (32,89,06,701)(i) Consolidated ResultsWe recorded Loss after Exceptional Items and Before Tax of ₹ (22,92,07,451), for the financial year 2015-16as compared to ₹ (19,50,47,085) for the financial year 2014-15. Loss After Tax was ₹ (22,92,06,714) ascompared to ₹ (19,50,48,079) for the financial year 2014-15. Consequently basic earnings per sharedecreased to ₹ (1.83) in financial year 2015-16 from ₹ (1.56) in financial year 2014-15.




(ii) Standalone ResultsWe recorded Loss after Exceptional Items and Before Tax of ₹, (22,91,45,702)for the financial year 2015-16as compared to ₹ (19,49,40,080)for the financial year 2014-15. Loss After Tax was (22,91,45,702) ascompared to (19,49,40,080) for the financial year 2014-15. Consequently basic earnings per share decreasedto ₹ (1.83) in financial year 2015-16 from ₹ (1.56) in financial year 2014-15.DIVIDEND AND RESERVESIn view of the losses and the future expansion plans of the Company, the Board of Directors has decided notto recommend any Dividend for the financial year ended 31st March 2016. Since there were losses duringthe period and no dividend was declared, no amounts transferred to reserves.SUBSIDIARIESAs at March 31, 2015, your Company has one subsidiary i.e. Bestest Developers Private Limited. During theperiod under review, there have been no material change in the business of the Subsidiaries. In terms ofSection 129(3) of the Act, your Company has prepared a statement containing the salient features of theFinancial Statement of the subsidiary in the prescribed format AOC-1 (Annexure-A) which is attached tothe Consolidated Financial Statements of the Company. The said statement contains a report on theperformance and financial position of the subsidiary and hence is not repeated here for the sake of brevity.CHANGE IN CAPITAL STRUCTUREDuring the period under review, there has been no change in the capital structure of the company.PART REDEMPTION OF NON CONVERTIBLE DEBENTURESDuring the period under review, 3 % of Non-Convertible Debentures of ₹ 1,50,00,00,000 (Series A) and ₹1,85,00,00,000 (Series B) were redeemed on November 20, 2015 and May 21, 2016 respectively as per theDebenture Trust Deed Dated May 21, 2014.PUBLIC DEPOSITSYour Company has neither invited nor accepted any deposits from public within the meaning of Section 73of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the periodunder review.EXTRACT OF ANNUAL RETURNAn extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexedherewith as “Annexure B” to this report.




CREDIT RATINGDuring the year under review, the credit ratings / revision in Credit Ratings were done by Brickwork Creditrating Agency incorporated in India as“Brickwork”The ratings done by BWR during Financial Year 2015-16 for Principal Protected Market Linked Debenturesand Subordinate Non-Convertible debentures are as follows.Facilities Amount (Rs.) Ratings RemarksPrincipalProtected MarketLinked Debentures 335 Cr BWR-PPMLD-A(Stable)(Assigned) Assigned

Subordinate Non-Convertibledebentures 125 Cr BWR-A (Stable)(Assigned) AssignedDIRECTORSDuring the financial year under review, there has been change in the composition of the Board of Directorsof the Company as a part of Board re-organization.Mr. Sharanbir Singh Sandhu and Mr. Sandeep Kumar Shukla, have been appointed as an AdditionalDirector(s) w.e.f. August 17, 2016. They will hold office of Additional Directors up to the date of the ensuingAnnual General Meeting. The Company has received requisite notices in writing from the member of theCompany proposing their appointment as Non-Executive Directors of the Company.Mr. Sudarshan Choudhary and Ms. Geetika Sawhney, have been appointed as an Non-Executive AdditionalDirector(s) w.e.f. August 17, 2016. They will hold office of Additional Directors up to the date of the ensuingAnnual General Meeting. The Company has received requisite notices in writing from the member of theCompany proposing their appointment as Non-Executive Independent Directors of the Company.All Independent Directors have given declarations that they meet the criteria of Independence as laid downunder Section 149(6) of the Act.During the period under review, Mrs. Shabnam Dhillon, Ms. Sonu Motwani and Mr. Raja Ram Bajaj haveresigned from the Board of Directors of the Company w.e.f. August 17, 2016. The Board of Directors placeson record their appreciation for the valuable service and guidance provided by them during their tenure asDirectors of the Company.The Board presently comprises of the following Directors:1. Mr. Sharanbir Singh Sandhu2. Mr. Sandeep Kumar Shukla




3. Ms. Geetika Sawhney4. Mr. Sudarshan Choudhary5. Mr. Yuvraj Narain Gorwaney6. Ms. Sangeeta NarainThe said composition is in conformity to the provisions of the Companies Act, 2013.KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Rohit Jain was appointed as the Chief Financial Officer of the Company.w.e.f August 17, 2016.BOARD EVALUATIONPursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its ownperformance, the performance of the directors individually and the Board committees pursuant to theprovisions of the Act.BOARD MEETINGS-During the financial year 2015-16, 5 Board meetings were held:May 04, 2015, May 28, 2015, August 27, 2015, November 13, 2015, January 05, 2016The attendance of the Directors at the Board Meeting are as follows:

Name of Directors Dates of Meetings attended by themYuvraj Narain Gorwaney May 04, 2015, May 28, 2015, August 27, 2015, November 13, 2015,January 05, 2016Sangeeta Narain May 04, 2015, May 28, 2015, August 27, 2015, November 13, 2015,January 05, 2016Raja Ram Bajaj May 04, 2015, May 28, 2015, August 27, 2015, November 13, 2015,January 05, 2016Shabnam Dhillon NilSonu Motwani May 04, 2015, May 28, 2015, August 27, 2015, November 13, 2015,January 05, 2016Time gap between two consecutive board meetings was not more than 120 days. Notices of the Boardmeeting are generally given at least 7 days prior to the meeting.During the period under review, no Extra-ordinary General Meeting was held.The last Annual General Meeting of the Company was held on 17th September 2015.




COMMITTEES OF THE BOARDDuring the year under review, the company has following Committees of Board (COB).1. Audit Committee2. Nomination and Remuneration CommitteeDuring the financial year 2015-16, 4 Audit Committee Meetings were held:May 28, 2015, August 27, 2015, November 13, 2015 and January 05, 2016.The attendance of the Directors at the Audit Committee Meetings are as follows:Name of Directors Dates of Meetings attended by themYuvraj Narain Gorwaney May 28, 2015, August 27, 2015, November 13, 2015 and January 05,2016.Raja Ram Bajaj May 28, 2015, August 27, 2015, November 13, 2015 and January 05,2016.Sonu Motwani May 28, 2015, August 27, 2015, November 13, 2015 and January 05,2016.During the financial year 2015-16, 2 Nomination and Remuneration Committee Meetings were held:April 23, 2015 and August 27, 2015.The attendance of the Directors at the Nomination and Remuneration Committee Meetings are as follows:Name of Directors Dates of Meetings attended by themYuvraj Narain Gorwaney April 23, 2015 and August 27, 2015.Raja Ram Bajaj April 23, 2015 and August 27, 2015.Sonu Motwani April 23, 2015 and August 27, 2015.

RISK MANAGEMENTThe Company has in place a Risk Management Policy in line with the business requirement to identify keyrisks across the organisation and prioritise relevant action plans to mitigate these risks.LISTING ON STOCK EXCHANGENon-convertible Debentures of the Company are listed on Bombay Stock Exchange. The annual fees for theyear 2016-17 has been paid to stock exchange.Name of the Scrip ID OSGGD2019 and 0SGGD2019AScrip Code 950274 and 950275




STATUTORY DISCLOSURESNone of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. TheDirectors of the Company have made necessary disclosures, as required under various provisions of the Act.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONEven though operations of the Company are not energy intensive, the management has been highlyconscious of the importance of conservation of energy and technology absorption at all operational levelsand efforts are made in this direction on a continuous basis. In view of the nature of activities which arebeing carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read withrule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.FOREIGN EXCHANGE EARNINGS AND OUTGODuring the Financial year ended 2015-16, the Company has neither incurred any expenditure in ForeignExchange nor did it earn any foreign exchange.DIRECTORS' RESPONSIBILITY STATEMENTTo the best of their knowledge and belief and according to the information and explanations obtained bythem, your Directors make the following statements in terms of Section 134(5) of the Act that:(a) in the preparation of the annual financial statements for the year ended 31st March 2016, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;(b) such accounting policies as mentioned in the annual financial statements have been selected andapplied consistently and judgments and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at 31st March 2016 and ofthe profit and loss of the company for that period;(c) proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;(d) annual financial statements have been prepared on a going concern basis;(e) proper internal financial controls were in place and that such internal financial controls wereadequate and were operating effectively; and(f) systems to ensure compliance with the provisions of all applicable laws were in place and suchsystems were adequate and operating effectively.




AUDITORSThe Auditors M/s Deepak K Thakkar & Associates, Chartered Accountants, who are the Statutory Auditorsof the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per ShareholdersResolution dated September 26, 2014 passed by the members in its AGM, subject to ratification of theirappointment at every AGM as per the provisions of Section 139(1) of the Act. The Company has receivedletter from them to the effect that their ratification, if made would be within the prescribed limits undersection 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company.Accordingly, it is proposed to ratify the appointment of M/s Deepak K Thakkar & Associates, CharteredAccountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till theConclusion of the next AGM.SECRETARIAL AUDIT REPORTAs per the provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/sLalit Sethi & Associates as a Secretarial Auditor of the Company to conduct the Secretarial Audit. TheSecretarial Audit Report for the financial Year ended March 31,2016 is annexed to this Report. Report of theSecretarial Auditor is without any observations and hence, no explanation is required thereonAUDITORS' REPORTAuditors’ report is without any qualification. Further, the observations of the Auditors in their report readtogether with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, donot call for any further explanation.DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARDThere were no instances of fraud, misfeasance or irregularity detected and reported in the Company duringthe financial year 2015-16 by the statutory Auditor of the Company pursuant to Section 143(12) of theCompanies Act, 2013.PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEESThe Company being engaged in the business of providing infrastructural facilities, is exempted from theprovisions of Section 186 {except sub section (1)} of the Act, Accordingly, details of particulars of the loansguarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.VIGIL MECHANISM/ WHISTLE BLOWER POLICYThe Company has adopted a whistle Blower Policy establishing vigil mechanism to deal with instance ofunethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, ifany, that can lead to financial loss or reputational risk to the organization.RELATED PARTY TRANSACTION




All related party transactions that were entered into during the financial year were on an arm’s length basisand were in the ordinary course of business. There are no materially significant related party transactionsmade by the Company with related parties which may have a potential conflict with the interest of theCompany.Since all related party transactions that were entered into during the financial year were on an arm’s lengthbasis and were in the ordinary course of business and there was no material related party transactionentered by the Company during the year as per Related Party Transactions Policy, no details are required tobe provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules, 2014.HUMAN RESOURCESEmployees are our vital and most valuable assets. We have created a favorable work environment thatencourages innovation and meritocracy. It is important for us that organization culture and organizationstrategy are well aligned. Over a period, we have developed a strong culture of transparency throughconstant employee communication and have developed strong performance management practices whereinbest in class reward and recognition system are deployed. We have also set up a scalable recruitment andhuman resources management process which enables us to attract and retain high caliber employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION,PROHIBITION, AND REDRESSAL) ACT, 2013The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The SexualHarassment of Women at the Work Place(Prevention, Prohibition and Redressal) Act, 2013 and no case hasbeen reported under the said Act.PARTICULARS OF EMPLOYEESThere was one KMP whose salary was increased during the financial year 2015-16, details are hereunder:S.No Name of the Employee(s) Designation Increase in %1 Sahil Anand Company Secretary 13.96%As on March 31, 2016 your Company had 1 employees on the rolls of the Company.INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM




The Company has an Internal Control System, commensurate with the size, scale and complexity of itsoperations. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal controlsystem in the Company, its compliance with operating systems, accounting procedures and policies at alllocations of the Company and its subsidiaries. Based on the report of internal auditor, process ownersundertake corrective action in their respective areas and thereby strengthen the controls.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTThere is no other significant or material orders passed by the regulators / courts which would impact thegoing concern status of the Company and its operation in future.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONSAfter March 31, 2016, there are no material changes and commitments adversely affecting the financialposition of the Company, which have occurred between the end of the financial year of the Company to whichthe financial statement relates (i.e. March 31, 2016) and as of date of the report.ACKNOWLEDGEMENTSYour Directors would like to express their sincere appreciation for the co-operation and assistance receivedfrom the Company’s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and otherbusiness associates who have extended their valuable sustained support and encouragement during the yearunder review.Your Directors also wish to place on record their deep sense of gratitude and appreciation for thecommitment displayed by all executives, officers and staff at all levels of the Company, resulting in thesuccessful performance of the Company during the year under review. We look forward for your continuedsupport in the future.

By Order of the Board of DirectorsFor SGGD Projects Development Private LimitedPlace: GurgaonDate : 30/05/2016




Annexure Content(s)(A) Statement containing salient features of the financial statement ofSubsidiaries in AOC-1(B) Annual Return Extract in MGT 9

Documents

SGGD PROJECTS DEVELOPMENT PRIVATE LIMITED Annual report for the Year... · 2016-12-16 · SGGD PROJECTS DEVELOPMENT PRIVATE LIMITED Regd Office: Ground Floor, GYS Infinity, ... U70102MH2010PTC208231;