To
The Members,
Cella Space Limited
Your Directors have pleasure in presenting 34th Board's Report of your Company together
with the Audited Financial Statements and the Auditors' Report for the Financial Year
ended 31st March, 2025.
FINANCIAL RESULTS:
The summarized financial results for the period under review are as follows: -
(Rs.in Lakhs)
Particulars |
31st March 2025 |
31st March 2024 |
| GROSS REVENUE FROM OPERATIONS |
246.19 |
777.40 |
| NET REVENUE FROM OPERATIONS & OTHER INCOME |
550.63 |
848.95 |
| PROFIT BEFORE INTEREST & DEPRECIATION |
287.63 |
550.12 |
| INTEREST |
157.29 |
367.75 |
| DEPRECIATION |
57.66 |
143.53 |
PROFIT BEFORE EXCEPTIONAL ITEM |
72.88 |
38.84 |
| EXCEPTIONAL ITEM |
5,308.27 |
14.10 |
PROFIT BEFORE TAX |
5,381.15 |
24.74 |
| CURRENT TAX |
240.89 |
1.16 |
| DEFERRED TAX |
- |
- |
PROFIT / (LOSS) AFTER TAX |
5,140.26 |
23.58 |
| PROFIT/ (LOSS) OF EARLIER YEARS |
- |
- |
| OTHER COMPREHENSIVE INCOME |
2.19 |
1.33 |
PROFIT / (LOSS) |
5,142.45 |
24.91 |
STATE OF AFFAIRS OF THE COMPANY'S AFFAIRS/ CHANGE IN NATURE OF BUSINESS:
During the year under review, the Company earned a Net Profit of Rs. 5142.45 lakhs
(including exceptional income) against a Net profit of Rs.24.91 lakhs in the previous
year. There are adequate financial controls commensurate with the size of the organization
and with reference to the financial statements; there is no change in the nature of
business.
DIVIDEND:
Due to inadequacy of distributable profits, the Board of Directors has not recommended
any dividend for the financial year 2024-25.
TRANSFER TO RESERVES:
Your directors do not propose to transfer any amount to the general reserve of the
company during the financial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)
Requirements Regulations, the Management Discussion and Analysis Report is enclosed as
Annexure 1.
ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on company's
website and can be accessed at www.sreekailas.com.
SHARE CAPITAL:
The Authorised equity share capital of the Company is Rs.38,00,00,000/- divided into
3.80.00. 000/-equity shares having face value of Rs.10/-. The paid up equity capital of
the Company is Rs.20,15,12,170/- divided into 2,01,51,217 equity shares having face value
of Rs.10/- each.
The Authorised Preference share capital of the Company is Rs.12,00,00,000/- divided
into 1.20.00. 000/-equity shares having face value of Rs.10/-. The paid up preference
capital of the Company is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares having
face value of Rs.10/- each.
There is no change in the Authorized Capital as well as the Paid-up Share Capital of
the Company during the year ended 31st March, 2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The Company has sold its Warehouse admeasuring 2.62 lakhs sq. ft including land of 9.56
acres in Edayar Industrial Area to M/s. Kamakhya Industrial & Logistics Park Private
Limited for a Gross Sale Consideration of 9,384.66 lakhs, excluding liabilities on 7th
July 2024. The proceeds of the sale were utilized in the following manner:
a) Repayment of existing Loan with HDFC bank;
b) Repayment of Interest free rent security deposits received from existing customers;
c) Paying back of existing unsecured loans taken from Promoters/Related Parties,
Unsecured creditors in part or full as per discretion of the Board;
d) Payment to creditors;
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Change in Directorate
The following changes occurred in the composition of the Board of the Company during
the financial year ended March 31, 2025 is as follows
a) Reappointments/Change in composition
• Mrs. Rajee Rajkumar (DIN:00363280) was reappointed in the previous Annual
General Meeting who retired by rotation as per provisions of Sec.152 of Companies Act,
2013;
• Change in designation of Mr. Visakh Rajkumar (DIN:07079475) from whole-time
director to Non-Executive director with effect from closure of business hours of 15th
November 2024.
Change in Key Managerial Personnel (KMPs)
The following persons constitute KMPs of the Company: -
• Mr. Rajkumar Sivathanu Pillai, Managing Director
• Mr. Visakh Rajkumar, Whole-time Director (up to 15.11.2024)
• Mr. V N Sridharan, Chief Financial Officer
• Mr. Dhawal Mathur, Company Secretary (up to 27.10.2024)
• Mr. Vinod Kumar M, Company Secretary (from 28.10.2024)
There was a change in the position of Whole-time Director and Company Secretary as
mentioned above.
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules:
Meeting |
No. of Meetings during the Financial Year 2024-25 |
Date of the Meeting |
| Board |
6 |
22.05.2024 |
|
|
05.07.2024 |
|
|
09.08.2024 |
|
|
28.10.2024 |
|
|
13.11.2024 |
|
|
18.01.2025 |
| Audit Committee |
5 |
22.05.2024 |
|
|
09.08.2024 |
|
|
28.10.2024 |
|
|
13.11.2024 |
|
|
18.01.2025 |
| Nomination & Remuneration Committee |
1 |
28.10.2024 |
| Share Transfer Committee |
- |
- |
| Stakeholders Relationship Committee |
1 |
18.01.2025 |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby
state and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2025, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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 and
loss of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively;
During the year under review, there were no frauds reported by the Auditors on the
employees or officers of the Company under section 143(10) of the Companies Act, 2013.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiaries, Associate and Joint Ventures as on the date
of this report.
DEPOSITS:
During the financial year 2024-25, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:
No significant and material orders passed by the courts or regulators or tribunals.
INTERNAL FINANCIAL CONTROLS:
The internal financial control mechanism in your Company is commensurate with the size
of your Company.
COST RECORDS:
The provisions pertaining to maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not applicable to the Company.
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC”) is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.sreekailas.com.
Adequate workshops and awareness on the POSH Act and policy are also created by
implementing learning modules for the employees.
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC:
| (a) number of complaints of sexual harassment received in the year - |
0 |
| (b) number of complaints disposed-off during the year - |
0 |
| (c) number of cases pending for more than ninety days - |
0 |
Internal Complaint Committee Members:
| 1. Rajee Rajkumar |
: Presiding Officer; |
| 2. Parvathy P |
: Employee member; |
| 3. Visakh Rajkumar |
: Employee member; |
| 4. Betsi Rani T B |
: External Member. |
The Committee met once during the financial year 2024-25. The Company is committed to
provide a safe and conducive work environment to its employees. Your directors state that
during the financial year 2024-25, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.
The Company has been providing conducive and congenial work environment to their
employees and strive to make it better during the upcoming years in compliance with the
provisions of The Maternity Benefit Act, 1961.
REPORTING OF FRAUD BY AUDITORS:
The statutory auditors and Secretarial auditors have not reported any instance of fraud
under Section 143(12) of the Companies Act, 2013 during this year.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the provisions of the
Act, read with the schedule and rules made there under and also with the Listing
Regulations
• they have complied with the Code for Independent Directors prescribed under
Schedule IV of the Act.
All the Independent Directors have registered themselves with the Independent
Director's database maintained by the Institute of Corporate Affairs.
STATUTORY AUDITORS:
M/s KPR & Company, Chartered Accountant Kochi was reappointed as statutory auditors
of the company to hold office for a period of 5 years from conclusion 31st AGM held on
September 20, 2022 till the conclusion of 36th AGM to be held in the calendar year 2027.
The Audit Report submitted by KPR & Company is attached in this Annual Report
SECRETARIAL AUDITORS:
The Board of Directors had appointed Mrs. N Srividhya (Certificate of Practice
No.14058), Practicing Company Secretary, as the Secretarial Auditor to conduct audit of
secretarial records pertaining to the financial year 2024-25.
The Secretarial Audit Report pertaining to the financial year 2024-25 received from her
in accordance with the Act and Rules made there under and is annexed as Annexure II of the
Board's Report. The Secretarial Audit Report pertaining to the financial year 2024-25 does
not contain any qualification or adverse remarks. Pursuant to Regulation 24(A) of SEBI
Listing Regulations, the Company has obtained annual secretarial compliance report from
the Secretarial Auditor, Mrs. N Srividhya and the same has been submitted to BSE Limited
within the prescribed time limit.
Further, as per Section 204 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and SEBI Listing Regulations, the Board
has recommended to appoint Mrs. N Srividhya (Certificate of Practice No.14058), Practicing
Company Secretary with valid peer review certificate, as the Secretarial Auditors of the
Company for a term of five (5) years commencing from financial year 2025-26 till financial
year 2029-30, subject to approval of the Members. The resolution containing the said
appointment is part of the Notice of the ensuing Annual General Meeting.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Schedule IV of the Companies Act, 2013, the Independent Directors
held a Meeting on 18.01.2025, without the attendance of Non-Independent Directors and
members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is available
on the website of the Company at www.sreekailas.com.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company and Directors is furnished hereunder:
(Rs. in lakhs)
S. N o. |
Name |
Designation |
Remuneration paid. FY 202425 |
Remuneration paid. FY 202324 |
Increase /Decrease in remunerati on from
previous year |
Ratio / times per median of employee remuneration |
1 |
S Rajkumar |
Managing Director |
12.00 |
12.00 |
- |
2.5:1 |
2 |
Visakh RajkumarA |
Director |
7.50 |
12.00 |
(4.50) |
1.56:1 |
3. |
V N Sridharan |
Chief Financial Officer |
9.44 |
10.54 |
|
1.96:1 |
4 |
Dhawal Mathur* |
Company Secretary |
4.71 |
7.74 |
- |
0.98:1 |
5 |
Vinod Kumar M** |
Company Secretary |
6.56 |
NA |
- |
1.37:1 |
* Resigned w.e.f. 28.10.2024; ** Appointed w.e.f. 28.10.2024 and A Change in
designation from WTD to Non-Executive director w.e.f. 15.11.2024.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available on the website of the Company at
www.sreekailas.com
NOMINATION & REMUNERATION COMMITTEE:
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications, positive
attributes, and independence of a director.
2. The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.
4. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.
6. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of the Board or Committee thereof provided that the amount of such fees
shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may
be prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetary
limit approved by shareholders, subject to the limit not exceeding 1% of the net profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards'
functioning, composition of the Board and its committees, culture, execution and
performance of specific duties, obligations, and governance.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
5. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following
criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013 and Regulation 18 of
SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Composition
of Audit Committee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2025 is as follows:
• Kul Bhushan Jain - Chairman
• N Subramanian - Member
• V Manoharan - Member
The Company Secretary acts as the Secretary of the Committee
BOARD OF DIRECTORS'S EXPLANATION OR COMMENTS:
(Details of Board's Representation on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his statutory audit report and Secretarial
audit report.)
CORPORATE GOVERNANCE:
Your Company is committed to align with good corporate governance practices. A separate
report on Corporate Governance is annexed as Annexure I of the Board's Report.
PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:
Advances given by the Company is shown as note no.8C of the financial statements.
Investments made by the Company is disclosed as note no.6A of the financial statements.
Apart from those as stated above, no other loans, guarantees or investments have been made
by the Company during the year under review. During the year under review, your Company
has not made any investments.
RELATED PARTY TRANSACTIONS:
All transactions with related parties are reviewed and approved by the Audit Committee
and are in accordance with the Company's Policy on Related Party Transactions. SEBI, by
way of amendments to the Listing Regulations, has widened the purview of definition of
Related Party and overall scope of related parties with effect from April 1, 2023 or
unless specified. Accordingly, the Board, on recommendations of Audit Committee, has
amended its Policy on Related Party Transactions to include the amendments notified by
SEBI and the same has been published in the Company website, www.sreekailas.com.
Pursuant to Regulation 23 of Listing Regulations, your Company has submitted its
statement on related party transactions on consolidated basis to BSE Ltd on half yearly
basis within the timeline as specified in the Listing Regulations.
Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the Statement of Related Party Transactions in Form AOC-2 is set
out as Annexure III to the Board s report.
DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE
REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
During the period under review, there was no instance of any application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016.
SECRETARIAL STANDARDS OF ICSI:
In terms of Section 118(10) of the Act, the Company states that the applicable
Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries
of India, relating to Meetings of Board of Directors and General Meetings respectively,
have been duly complied with.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
Not Applicable, as the Company does not have any subsidiaries.
LISTING FEES:
The Company's securities are traded on BSE Ltd and the Company confirms that it has
paid the annual listing fees for the year 2025-26.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with
effect from 30.08.2025 to 11.09.2025 (both days inclusive).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY
The operations of your Company involve low energy consumption. Adequate measures have,
however, been taken to conserve energy by way of optimizing usage of power and
virtualization of Data Centre.
B. TECHNOLOGY ABSORPTION
The Company has taken various efforts in utilizing the maximum available sources of
technology and has increased its productivity during the year. There is no major
technology absorption or research & development cost incurred during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year under review, there was no instances of inflow or outflow of
foreign exchange.
INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, there are no pending unclaimed dividend or shares
falling due and to be transferred to Investor Education and Protection Fund as the company
has not declared dividend since FY 2014-15.
RISK MANAGEMENT:
Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact
assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk
mitigation and monitoring, and integration with strategy and business planning. The
Management identifies and controls risks through a properly defined framework in terms of
the aforesaid policy.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provision of Section 135 of the Companies Act, 2013, all companies having a
net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit
of Rs.5 crore or more during any financial year are required to constitute a CSR committee
and our Company does not meet the criteria as mentioned above, hence the Company has not
constituted any Corporate Social Responsibility Committee; and has not developed and
implemented any Corporate Social Responsibility initiatives and the provisions of Section
135 of the Companies Act, 2013 are not applicable to the Company.
VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2024-25, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company's website www.sreekailas.com
ACKNOWLEDGEM ENT:
Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, co-operation, and support given by the Central Government and
the Government of Kerala during the year. They also wish to convey their gratitude to all
the shareholders, customers, Auditors, suppliers and all those associated with the company
for their continued patronage during the year.
Your directors also wish to place on record their appreciation for the hard work and
unstinting efforts put in by the employees at all levels. The directors are thankful to
the esteemed stakeholders for their continued support and the confidence reposed in the
Company and its management.
For and on behalf of Board of Directors |
|
For Cella Space Limited |
|
Sd/- |
Sd/- |
S Rajkumar |
Visakh Rajkumar |
Vice Chairman & Managing Director |
Director |
DIN: 01790870 |
DIN: 07079475 |
PLACE : CHENNAI |
|
DATE : 08.08.2025 |
|
|