To,
The Members,
The Directors of your Company have pleasure in presenting the 13th Annual
Report together with the Audited Financial Statements of Accounts and Auditors Report of
your Company for the financial year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company is as follows:
|
|
(in Rs.) |
| PARTICULAR |
2022-23 |
2021-22 |
| Income from: |
|
|
| -Business Operations |
Nil |
Nil |
| -others |
5,158 |
41,48,526 |
| Total Income |
5,158 |
41,48,526 |
| Less Interest |
Nil |
Nil |
| Expenses (including other expenses) |
43,23,936 |
7,68,134 |
| Profit before Depreciation |
(43,18,778) |
33,80,392 |
| Less Depreciation |
Nil |
Nil |
| Profit after depreciation and Interest |
33,80,392 |
33,80,392 |
| Less Current Income Tax |
Nil |
Nil |
| Less Previous year adjustment of Income Tax |
3,35,180 |
Nil |
| Net Profit / (Loss) after Tax |
(46,53,958) |
33,80,392 |
| Balance carried to Balance Sheet |
(46,53,958) |
33,80,392 |
| Earning per share (Basic) |
(0.70) |
0.51 |
| Earning per Share (Diluted) |
(0.70) |
0.51 |
2. REVIEW OF PERFORMANCE
The Company is engaged in the business of all kinds of real estate projects primarily
relating to the residential sector since incorporation.
During the year under review, the following is the performance review of the company:
Net loss for the FY 2022-2023 after tax is Rs. 46,53,958/- as compared to Net profit of
previous FY 2021-2022 is Rs. 33,80,392/-.
3. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no material changes in the nature of business
of the Company and it would continue to operate in overall real estate projects primarily
relating to the residential sector.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
Your Directors further state that there were no material changes and commitments
affecting the financials occurred between the ends of the financial year to which these
financial statements relate and the date of this report.
5. SHARE CAPITAL
During the year there is no change in the share capital of the Company.
6. DIVIDEND
To conserve the funds for future business growth, your Directors have not recommended
any dividend for the FY 2022-2023.
7. PROPOSED TO CARRY TO RESERVES
The Board has not transferred any amount towards General Reserves for the year under
review.
8. DEPOSITS
The Company has neither invited nor accepted any deposits from the public during the
financial year. There is no unclaimed or unpaid deposit lying with the Company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared in previous years, the provisions of Section 125
of the Companies Act, 2013 do not apply.
10. STOCK EXCHANGE & LISTING FEES
Companys Equity Shares at present are listed at NSE ITP Emerge. It may be noted that
there are no payment outstanding to the Stock Exchange by way of listing fees etc.
11. NUMBER OF BOARD MEETING
The Board of Directors has met 6 (Six) times during the financial year 2022-2023 i.e.
on 06.05.2022, 14.06.2022, 09.08.2022, 11.11.2022, 24.01.2023 and 02.02.2023. None of the
two Board meeting have a gap of more than 120 days between them.
12. ORDERS PASSED BY REGULATORS/COURTS
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable as Company is not covered under the criteria mentioned in
Section 135(1) of Companies Act, 2013.
14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING
THE FINANCIAL YEAR
i. Change in Director
During the year under review, there is no change in the directors and Key Managerial
Personnel of the Company other than the appointment of Mr. Malay Kumar Majumder as
Independent Director dated 24th January, 2023 in the place of Mr. Ishwar Anand
resigned w.e.f., 16th November, 2022.
ii. Re-appointment
As per provisions of the Companies Act, 2013, Mr. Renu Gupta, Director retires by
rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
The Board recommends his re-appointment.
15. DECLARATION OF INDEPENDENCE
The company has received necessary declarations from all the Independent Directors that
they meet the criteria of Independence laid down in section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any
circumstances or situation, which exist or may be reasonably anticipated which could
impair or impact their ability to discharge their duties with an objective of Independent
judgment and without any external influences.
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Risk Management is an integral part of the Companys business strategy. The Board
reviews compliance with risk policies, monitors risk tolerance limits, reviews and
analyzes risk exposure related to specific issues and provides oversight of risk across
the organization. The Board nurtures a healthy and independent risk management function to
inculcate a strong risk management culture in the Company.
17. ANNUAL RETURN
In terms of provisions of Section 92 and 134 of the Act, an extract of Annual Return in
prescribed format is annexed to this Report as Annexure -1 and the copy of
annual return is placed on the website of the Company at the web-link
www.bdrbuiLdcon.com..
18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT. 2013
There was no loan and guarantee made by the Company under Section 186 of the Companies
Act, 2013 during the Financial Year under review. However, Company has not made any
investment for the period under review.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the financial year under review.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be given pursuant to Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 do not apply to our
Company.
21. FOREIGN EXCHANGE EARNINGS AND OUTGO
| Earning |
: Nil |
| Outgo |
: Nil |
22. SECRETARIAL AUDITOR
Pursuant to section 179 and 204 of the Act and rules made thereunder, M/s Kanishk Arora
& Co., practicing Company Secretaries (Membership Number: 9575 / Certificate of
Practice No.: 13253) was appointed as a Secretarial Auditor to conduct the secretarial
audit of the Company for the financial year 2022-23, in the manner as stated above in
forgoing provisions.
The Secretarial Audit Report for the financial year 2022-23 is appended as Annexure-2which
forms part of this Report.
The said Secretarial Auditors Report does not contain any qualifications, reservations
and adverse remarks.
23. AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee of the Company comprised of the following members:-
| Sl. No. Name of Members |
Designation |
| 1. Mr. Malay Kumar Majumder |
Independent Director /Chairman |
| 2. Mr. Rajinder Parsad Sharma |
Independent Director |
| 3. Mr. Rajesh Gupta |
Managing Director |
The above composition of the Audit Committee consists of independent Directors viz.,
Mr. Rajinder Parsad Sharma and Mr. Malay Kumar Majumder who form the majority.
The Company Secretary functions as Secretary to the Committee.
During the year under review, 5 (five) meetings of the Audit Committee were held. The
gap between two Audit Committee Meetings did not exceed one hundred and twenty days as
prescribed in the Listing Regulations.
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees and the Company.
The Whistle Blower Policy is available on the Companys website.
24. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company comprised of the following
members:-
| Sl. No. Name of Members |
Designation |
| 1. Mr. Malay Kumar Majumder |
Independent Director /Chairman |
| 2. Mr. Rajinder Parsad Sharma |
Independent Director |
| 3. Mr. Rajesh Gupta |
Managing Director |
| 4. Mrs. Renu Gupta |
Non-Executive Director |
During the year under review, 4 (four) meetings of the Stakeholders Relationship
Committee were held. The gap between two Audit Committee Meetings did not exceed one
hundred and twenty days as prescribed in the Listing Regulations.
25. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprised of 4 (four)
Directors, which is as follows:
| Sl. No. Name of Members |
Designation |
| 1. Mr. Malay Kumar Majumder |
Independent Director /Chairman |
| 2. Mr. Rajinder Parsad Sharma |
Independent Director |
| 3. Mr. Rajesh Gupta |
Managing Director |
| 4. Mrs. Renu Gupta |
Non-Executive Director |
During the year under review, 1 (one) meeting of the Nomination and Remuneration
Committee were held.
All Directors, Key Managerial Personnel and senior management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of
the Company. The Code of Conduct is available on the Companys website. All Directors have
confirmed compliance with provisions of section 164 of the Companies Act, 2013.
26. REMUNERATION POLICY
The company follows a policy on remuneration of Directors and Senior Management
Employees. The policy is approved by the Nomination and Remuneration Committee and the
Board. The policy is available on the Companys website.
27. HUMAN RESOURCE MANAGEMENT & SAFETY
During the financial year, the Company had cordial relations with workers, staff and
officers. Company believes in empowering its employees through greater knowledge, team
spirit and developing greater sense of responsibility.
28. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
The Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is not applicable to the Company.
29. EVALUATION OF THE BOARDS PERFORMANCE
The Companies Act, 2013 mandates formal annual evaluation by the Board of its own
performance and that of its committees and Individual Directors. Schedule IV to the
Companies Act, 2013 provides that the performance evaluation of Independent Directors
shall be done by the entire Board of Directors, excluding the Directors being evaluated.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual
evaluation of performance of Directors individually, Board as a whole and following
Committees of the Board of Directors.
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit and Nomination and Remuneration Committee.
An exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgement safeguarding the interest of the
Company etc. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also reviewed the performance
of the Secretarial Department. The Directors expressed their satisfaction with the
evaluation process.
30. INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS
The Company has adequate internal control systems and procedures designed to
effectively control the operations. The internal control systems are designed to ensure
that the financial and other records are reliable for the preparation of financial
statements. The Company has well designed Standard Operating Procedures.
M/sNaveen Upadhyaya & Associates, Chartered Accountant has been appointed
in Company for the purpose of Internal Audit.
Independent Internal Auditor conducts General Accounting & Statutory Compliance
with specified standards. Planned periodic reviews are carried out by Internal Audit. The
findings of Internal Audit are reviewed by the top management and by the Audit Committee
of the Board of Directors.
The Audit Committee also met the companys Statutory Auditors to ascertain their views
on the financial statements, including the Financial Reporting Systems, Compliance to
Accounting Policies and Procedures, the adequacy and effectiveness of the Internal
Controls and Systems followed by the Company.
31. COST AUDITORS
Company does not appoint cost auditor as the provisions related to Cost Audit is not
applicable to the Company.
32. PARTICULARS OF REMUNERATION AND EMPLOYEES
Information in accordance with the provisions of Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, regarding directors and employees is given in Annexure-3.
33. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Company does not have any subsidiary, joint ventures and associate Companies within the
meaning of the Companies Act, 2013. Therefore the disclosure of particulars with respect
to information related to performance and financial position of the Subsidiaries, joint
ventures or associate Companies subject to rule 8(1) of Companies (Accounts) Rules, 2014
is not applicable.
34. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
1. Names of companies which have become to be its Subsidiaries, joint ventures or
associate companies during the year: N.A.
2. Names of companies which have ceased to be its Subsidiaries, joint ventures or
associate companies during the year: N.A.
35. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
36. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:-
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates 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 financial year and of
the profit and loss of the company for that period;
c) The directors had 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) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
The Companys Internal Auditors have conducted periodic audits to provide reasonable
assurance that the Companys approved policies and procedures have been followed.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBI
Listing Regulations, is annexed as Annexure- 4 to this Board Report.
38. ACKNOWLEDGEMENTS
Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
|
|
On order of Board of Director |
|
|
For BDR Buildcon Limited |
|
SD/- |
SD/- |
| Date:28.07.2023 |
Rajesh Gupta |
Renu Gupta |
| Place: New Delhi |
Managing Director |
Director |
|
DIN-00163932 |
DIN-00163749 |
+91-9892691696
