26 Apr 2017 | Livemint.com

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Citadel Realty & Developers Ltd.

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Citadel Realty & Developers Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 MARCH, 2015.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :

The Company believes that good Corporate Governance practice enhances the value for all stakeholders. The Marathon Group in general and Citadel Realty And Developers Limited in particular is committed to the adherence of all compliances in its true spirit, at all times and the adoption of the best practices conducive to maintaining good governance..Our philosophy mainly rests on five basic concepts, viz.,

i) Board accountability to the company and shareholders as a whole;

ii) Guidance and effective monitoring by the Board in strict terms;

iii) Protection on minority interests and rights

iv) Equitable treatment to all concerned and

v) Transparency and timely disclosure.

Keeping in view of the above philosophy, the company has been striving continuously for maintaining excellence through adoption of good governance and disclosure practices.

The company already has a Code of Conduct in place.:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the following policies have been adopted during the year:

1. Policy on Preservation of Documents.

2. Policy for Determining Materiality

3. Disclosure of events or information

4. Archival Policy

The company has complied and/or has been complying with the provisions contained in Clause 49 of the the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) as detailed hereunder:

2. BOARD OF DIRECTORS :

Composition:

The present strength of the Board of Directors is six Directors which includes a woman Director and complies with the requirement in accordance with Regulation 17(1) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

Number Meetings : of Board Meetings held during the year ended 31 March 2016 and the dates of the Board

Four Meetings of the Board of Directors were held. The dates on which the said meeting were held are as follows :

27 May, 2015; 14 August, 2015; 4 November, 2015 and 11 February, 2016

Attendance of each Director at the said Board Meetings and the last AGM

3. AUDIT COMMITTEE:

Terms of Reference: The terms of reference of this committee are wide enough, covering matters specified for Audit Committees under the Listing Agreement.

Four Meetings of the Audit Committee were held during the year ending 31.3.2016. The dates on which the said meetings were held are as follows :

27 May, 2015; 14 August, 2015; 4 November, 2015 and 11 February, 2016

4. SHARE TRANSFER / INVESTOR GRIEVANCE COMMITTEE :

The Committee comprises of Mr.S.Ramamurthi as the Chairman and Mr.V.B.Haribhakti and Mr.Nilesh D. Dand as the other members of the Committee.

The Committee deals with matters relating to transfer of shares, transmission of shares, issue of duplicate share certificates, demat, deletion of members name on death, investor grievance, etc. The Share Transfer Committee Meeting was held five times during the year ended 31.3.2016.

The details of payments of sitting fees paid to Non-Executive Directors during the year are given below:

5. CODE OF CONDUCT :

Citadel Realty and Developers Limited has laid down a Code of Conduct for all Board Members of the Company. All Board Members have affirmed compliance of the Code of Conduct.

6. COMPLIANCE OFFICER :

Mr.S.Ramamurthi, C.E.O. is the Compliance Officer of the Company during the financial year ended 31 March 2016.

8. DISCLOSURES :

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors, or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large : -

i) Transactions with the related parties are disclosed in Note No.4(a) of Schedule XI to the Accounts in the Annual Report.

None of the transaction with any of the related parties were in conflict with the interest of the Company.

ii) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There were no instances of non-compliance of any matter related to the capital markets during the last three years.

9. MEANS OF COMMUNCATION :

The Company has published its Notices, Financial Results and Voting Results in the Business Standard and Navshakti Times.

10. GENERAL SHAREHOLDER INFORMATION :

Fifty-Sixth Annual General Meeting:

Date and Time: June 24, 2016 at 11.30 a.m.

Venue Kilachand Conference Room, Second Floor, Indian Merchant Chamber, Churchgate, Mumbai 400020

Financial Year:

1 April, 2015 to 31 March, 2016

Date of book closure :

17 June, 2016 to 24 June, 2016 (both days inclusive)

Financial Reporting for 2016 -17 (tentative)

1. First quarter result second week of August 2016.

2. Half yearly result second week November 2016.

3. Third quarter result second week of February 2017.

4. Audited Result for the year on or before May 2017.

Annual General Meeting on or before September 2017 next year.

Dividend payment date(s) :

Not applicable.

Listing on stock exchange(s)

The Stock Exchange Mumbai. The Company has paid the Annual listing fees for the period 1 April 2016 to 31 March 2017.

Stock code :

BSE 502445

Demat ISIN Number for :

INE906D01014 NSDL & CDSL

Registrar of Transfer Agents

Bigshare Services Pvt. Ltd.

E-2, Ansa Industrial Estate Sakivihar Road, Saki Naka Andheri (E), Mumbai 400072

Website :www.bigshareonline.com  

Share Transfer system

All the share transfers received are Processed and approved by the Share Transfer Committee which normally meets once in a month.

Dematerialization of shares as on 31.3.2016 :-

Total number of 35,74,500 shares, 32,67,489 Equity Shares representing 91.41% are in de-materialized form.

Convertible instruments. As on date, the Company does not have any outstanding Convertible Instruments.

Address for correspondence:

702, Marathon Max

Junction. of Mulund-Goregaon Link Rd., Mulund (W), Mumbai 400080

website :www.citadelrealty.in    Email:citadel@marathonrealty.com   

The Registered Office of the Company is located at Marathon Futurex, N.M.Joshi Marg, Lower Parel, Mumbai 400013.

Reconciliation Share Capital Audit Reports :

Quarterly Reconciliation Share Capital Audit Reports were furnished to the Stock Exchange on the following dates :

Quarter ended on Furnished on

30-06-2015 07-07-2015

30-09-2015 07-10-2015

31-12-2015 20-01-2016

31-03-2016 18-04-2016