To,
The Members,
CHD Developers Limited
Your Directors are pleased to present their 31st Annual Report together with
the Audited Accounts and Financial Statements for the year ended 31st March,
2021.
1. FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31 st March, 2021
are as follows:
(Amount in Rs. Lacs)
| Particulars |
Standalone |
Consolidated |
|
31.03.2021 |
31.03.2020 |
31.03.2021 |
31.03.2020 |
| Revenue from operations |
398.98 |
4,348.90 |
434.06 |
4,874.21 |
| Profit before Tax, Depreciation and Interest |
(455.14) |
(2521.16) |
(448.8) |
(2,540.14) |
| Interest |
185.09 |
423.12 |
185.09 |
423.12 |
| Depreciation |
101.59 |
96.18 |
101.59 |
96.49 |
| Profit before Tax |
(741.82) |
(3,040.46) |
(735.48) |
(3,059.75) |
| Profit after Tax |
(741.82) |
(3,040.46) |
(827.59) |
(3,152.23) |
2. DIVIDEND
Keeping in view need to conserve resources for growth of the Company, your Directors
are constrained not to recommend any dividend for the year under review.
3. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE STANDALONE
During the financial year 2020-21 there is Total Income of Rs.398.98 Lacs (Rs. 4,348.90
Lacs in 2019-20) and Net Loss (Post tax) for the year 2020-21 stood at Rs. 741.82 Lacs
(Rs. 3,040.46 Lacs in 2019-20). The Basic Earning per share (EPS) is (0.58). The Company
doesnt propose to transfer any amount to the general reserves.
CONSOLIDATED
During the financial year 2020-21 your Company achieved a consolidated turnover of
Rs.434.06 lacs (Rs. 4,874.21 Lacs in 2019-20) and Net Loss (Post tax) for the year 2020-21
stood at Rs.827.59 Lacs (Rs. 3,152.23 Lacs in 2019-20). The Earning per share (EPS) is
(0.64).
OPERATIONS
In this weak real estate market and post COVID-19 era, Company has earned a total
income of Rs. 3.99 Crores in the financial year 2020-21 than previous year turnover of Rs.
43.49 Crores in 2019-20.
During the year, the overall real estate market remained subdued, however, there are
signs of revival of the economy which will benefit real estate sector.
During the year, the operations of the company are effected due to some financial
problem. There are huge losses in the company due to dip in the turnover of the company.
However, your directors are trying to overcome the problems and revive the company.
4. SHARE CAPITAL
During the year under review, there has been no change in Equity Paid up Share Capital
of the Company and as on 31st March, 2021, Paid up Equity Share Capital of the
Company was Rs. 25,71,84,572 (Twenty Five Crores Seventy One Lacs Eighty Four Thousand
Five Hundred and Seventy Two only) divided into 12,85,92,286 equity shares of Rs. 2/- each
No shares with differential voting rights, stock or sweat equity shares were issued by
the company during the year under review.
5. SECRETARIAL STANDARDS
The Board confirms that, during the period under review, the Company has complied with
all applicable secretarial standards i.e. SS-1 and SS-2, relating to ‘Meetings of the
Board of Directors and ‘General Meetings, respectively issued by the Institute Of
Company Secretaries Of India. However, company could not hold the Annual General Meeting
for the year ended 31/03/2021 in the statutory time period provided under Companies Act,
2013.
6. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither statutory auditors nor the secretarial auditor
has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the company by its officers or employees, the details
of which would be required to be mentioned in the Boards Report.
7. DIRECTORS
In accordance with the provisions of section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Gaurav Mittal, Managing Director of your
Company retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment, subject to the approval of Shareholders of the Company.
A brief resume of Mr. Gaurav Mittal is attached with the Notice of Annual General Meeting.
Ms. Ritu who has been appointed as Additional Director with effect from 14th
December, 2021 and had been regularized in the last Annual General Meeting.
Mr. Varinder Singh who has been appointed as additional director (Independent) w.e.f. 9th
October, 2019 and regularized in the AGM held on 7th March, 2020 has
resigned from the company w.e.f. 31st March, 2022. Mr. Nishant Goyal who has
been appointed as additional director (Independent) w.e.f. 25th October, 2019
and regularized in the AGM held on 7th March, 2020 has resigned from the
company w.e.f. 1st January, 2022.
Mr. Gaurav Gupta who has been appointed as Additional Director with effect from 18th
May, 2022 and has been proposed to regularization in the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Company
that they meet the criteria of independence as provided under Section 149(6) of Companies
Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Performance Evaluation
SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of Directors on various parameters. Companies Act, 2013 states that a
formal annual evaluation needs to be made by the Board on its own performance and that of
its Committees, Chairman of the Board and Individual Directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent Directors shall
be done by the entire Board of Directors, excluding the Directors being evaluated.
The Company has a proper Board Evaluation Framework for performance evaluation of
Independent Directors, Board, Non-Independent Directors and Chairman of the Company.
Pursuant to this framework, a process of evaluation was followed by the Board for its own
performance and that of its committees and individual directors.
In terms of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the
Companies Act,2013, the Board could not carried out an annual evaluation of its own
performance and that of its statutory committees viz. Audit Committee, Stakeholders
Relationship Committee, Nomination and Remuneration Committee and that of individual
Directors. The Board could also not assessed the performance and the potential of each of
the Independent Directors with a view to maximizing their contribution to the Board.
The Company has also devised a program for familiarization of independent directors
with the Company, nature of the industry in which Company operate, business model of the
Company and other related matters, which has been placed on the website of the Company and
can be accessed at the link http://www.chddevelopers.com/investors/codes-andpolicies
Following policies of the Company are attached herewith as Annexure ‘A and
Annexure ‘B respectively
• Board Evaluation Framework; and
• Nomination & Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
1. Mr. Gaurav Mittal - Managing Director & CEO
Mr. Ravinder Singh Kataria - Company Secretary has resigned from his position w.e.f. 20th
March, 2021.
8. Material Changes Affecting Financial Position of the Company
Since the Company has defaulted in repayment of interest and Principal of fixed
deposits, there were various complaints lodged by Deposit Holders in Registrar of
Companies and other statutory authorities. Companys Management has made its best efforts
to make repayment to Deposit Holders and in the line of it, have made few payments to
deposit holders.
Company has also defaulted in repayment of Loan borrowed from Banks along with Interest
thereon.
Various Flat owners who has booked flat in the Companys Project, has approached to
theNCLT in relation to Insolvency and Bankruptcy Code, 2016 and after various hearing,
Honble NCLT, Delhi has reserve the order which is yet to be passed.
9. AUDITORS Statutory Auditors
M/s. KPSK & Associates, Chartered Accountants (FRN 025420N), was appointed as
statutory auditors upto the conclusion of the 32th Annual General Meeting in
terms of the provisions of Section 139 of the Companies Act, 2013 read with Rules made
thereunder. The Auditors have been appointed to conduct the audit of Financial Year
2020-22.
Managements Reply to Auditors qualification.
Managements reply to statutory Auditors qualifications and a Statement of Impact of
Audit Qualification (for audit report with modified opinion) as required under SEBI
(Listing Obligations & Disclosure Requirements), Regulations 2015 is attached as Annexure
‘C.
Cost Auditors
As per Section 148 of the Companies Act, 2013, the Company is required to have the
audit of its cost records conducted by a Cost Accountant in practice. In this connection,
the Board of Directors of the Company approved the appointment of M/s. Sandeep Sharma
& Co, Practicing Cost Accountant, as Cost Auditors of the Company for conducting Cost
Audit of the Company for the financial year 2020-21, at a remuneration of Rs. 20,000/-
(Rupees Twenty Thousand Only).
M/s. Sandeep Sharma & Co, Practicing Cost Accountant, has appropriate experience in
the field of cost audit and has conducted the audit of the cost records of the Company for
the past years.
Secretarial Auditors and report
As per Section 204 of the Companies Act, 2013 inter-alia requires to annex with its
Boards Report, a Secretarial Audit Report given by a Company Secretary in practice, in
the prescribed form. The Board has appointed M/s. K VIVEK & CO., Practicing Company
Secretary, as Secretarial Auditor to conduct Secretarial Audit for the financial year
2020-21 and their report is annexed to this Board Report as Annexure -‘D\
10. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT
The Managements Discussion and Analysis Report and Corporate Governance Report for the
year under review together with a certificate from the Companys Secretarial Auditors
confirming compliance forms part of this Report.
Your Company is committed to maintaining the highest standards of Corporate Governance
and adhering to Corporate Governance requirements as set out by Securities and Exchange
Board of India. Report on Corporate Governance is annexed as Annexure ‘E and
Management Discussion and Analysis report is separately given under the Annual Report.
11. ANNUAL RETURN
Pursuant to Section 134 (3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014, the annual return of the Company has been
hosted on the Companys Website www.chddevelopers.com.
12. DIRECTORS RESPONSIBILITY STATEMENT
As required by the provisions of section 134(3)(c) of the Companies Act, 2013, the
Directors confirm that:
• In the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed along with proper explanation to material departure;
• The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
• The Directors have taken proper and sufficient care 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.
• The Directors have prepared the annual accounts on a going concern basis.
• The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively;
• The Directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
13. DEPOSITORY SYSTEM:
Companys equity shares are available for dematerialization through National Securities
Depository Limited and Central Depository Services (India) Limited. As on March 31, 2021,
99.57% of the equity shares were held in dematerialized form.
14. SUBSIDIARIES OF THE COMPANY
As on 31st March, 2021 the Company had following subsidiaries, all
incorporated in India:
DIRECT SUBSIDIARIES
| S. No. Name of the Company |
% Holding |
| 1. CHD Infra Proj ects Private Limited (Formerly known as CHD Armaan Realtech Private
Limited) |
100 |
| 2. Empire Realtech Private Limited |
100 |
| 3. International Infratech Private Limited |
100 |
| 4. Delight Spirits Private Limited |
100 |
| 5. CHD Elite Realtech Private Limited |
100 |
SUBSIDIARIES OF CHD Infra Projects Private Limited
| 1. CHD Hospitality Private Limited |
100 |
* A part of total share capital of CHD Elite Realtech Private Limited and CHD Blueberry
Realtech Private Limited is held by M/s. CHD Infra Projects Private Limited, which itself
is a 100% subsidiary of CHD Developers Limited.
* CHD Hospitality Private Limited is a 100% Subsidiary of CHD Developers Limited
through CHD Infra Projects Private Limited which holds 99.71 % shareholding of CHD
Hospitality Private Limited.
The Board has formulated a policy for determining Material Subsidiaries in terms of
Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, which has been placed on the website of
the Company and can be accessed at the link:
http://www.chddevelopers.com/investors/codes-and-policies
The company shall provide a copy of the financial statement of its subsidiary companies
to the members of the Company on their request. The financial statement of its subsidiary
companies will also be kept open for inspection by any members at the registered office of
the Company during business hours and will also be available on the website of the Company
Performance and financial position of subsidiaries, associates and joint venture
companies
as required under SEBILODR and section 129 of the Act, the consolidated financial
statements have been prepared by the Company in accordance with the applicable accounting
standards and form part of the Annual Report. A statement containing salient features of
the financial statements of the subsidiaries is set out in the prescribed form AOC - 1 as
required under rule of the Companies (Account) Rules, 2014 form part of the notes to the
consolidated financial statements.
15. PUBLIC DEPOSITS
During the year under review, the Company had not accepted Fixed Deposits under Fixed
Deposit Scheme in compliance with the provisions of Section 73 and 76 and other relevant
provisions of the Companies Act, 2013 and Rules made there under as amended from time to
time.
The details of the Deposit are as follows:
1. No Fixed Deposits accepted during the year.
2. On 31st March, 2021 such deposits stood at Rs. 3,356.08 Lacs as against Rs. 2,795.92
Lacs at the closer of the preceding financial year.
3. There is default in repayment of deposits or payment of interest thereon, during the
year.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The
Companies (Accounts) Rules, 2014, is attached as Annexure ‘F\
17. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on BSE Limited but due to penal
reasons, trading of shares of company was suspended. The annual listing fee for the
current year has not been paid to BSE Limited.
18. DISCLOSURES
Corporate Social Responsibility (CSR)
Your Company has always laid emphasis on progress with social commitment. We believe
strongly in our core values of empowerment and betterment of not only the employees but
also our communities. Following this principle the Company had laid the foundation of a
comprehensive approach towards promoting and facilitating various aspects of our
surrounding communities.
During the year under review, there is no applicability of Corporate Social
Responsibility on the company.
Audit Committee
As at 31st March, 2021, the Company could not have the Audit Committee as
required under provisions of Companies act and SEBI (Listing Obligation and Disclosure
Requirements) Regulations. However, Company has tried to appoint more directors to meet
the requirement but could not succeed in it.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism and Whistle blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be reported to the Vigilance & Ethics Officer which
operates under the supervision of the Audit Committee, as protected disclosures through an
e-mail, or dedicated telephone line or a written letter. Employees may also report
directly to the Chairman of the Audit Committee. However, at the end of year 31st
March, 2021, there was no Audit Committee.
The Whistle Blower Policy and Vigil Mechanism have been placed on the website of the
Company and can be accessed at the link http://www.chddevelopers.com/investors/codes-
andpolicies
Risk Management Policy
The Board has approved and implemented risk management Policy of the Company including
identification and element of risks. The Risk Management is overseen by the Audit
Committee of the Company on a continuous basis. The Committee oversees Companys process
and policies for determining risk tolerance and review managements measurement and
comparison of overall risk tolerance to established levels. However, at the end of year 31st
March, 2021, there was no Audit Committee.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has in
place an Internal Complaints Committee to inquire into complaints of sexual harassment and
recommend appropriate action.
There was no case of sexual harassment reported during the year under review.
Particulars of contracts or arrangements with related parties
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties as defined under the Companies Act and SEBI LODR Regulations
were in the ordinary course of the business and on an arms length basis. During the year,
the Company had not entered into any contract/arrangement/transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions.
Accordingly, the disclosures of Related Party transactions as required under section
134(3) of the Companies Act, 2013 in form AOC-2 is not applicable. Attention of members is
drawn to the disclosures of transactions with related parties as set out in notes to
accounts -Note number 33 forming part of the financial statements.
Meetings of Board of Directors
During the year under review 9 meetings of Board of Directors were held. Further
details regarding the Board Meetings have been provided under Corporate Governance Report
annexed with this Report. The maximum interval between any two meetings did not exceed 120
days, as prescribed in the Companies Act, 2013
Particulars of Loan given, Investments made, Guarantee given and Security Provided
Particulars of loan given, investments made, guarantees given and securities provided
along with the purpose for which loan, guarantee or security is proposed to be utilized by
the recipient are provided in standalone financial statements.
Internal Financial Controls and its Adequacy
The Company has in place adequate internal financial controls with reference to
financial statements and with the size, scale and complexity of its business operations.
During the year such controls were tested and no reportable material weakness in the
design or operation was observed.
The scope and functions of Internal Auditor are defined and reviewed by the Board as
there was no Audit committee during the year. The Internal Auditor assesses opportunities
for improvement of business processes, systems and controls, to provide recommendations,
which can add value to the organization.
The Company has proper Board Evaluation Framework for performance evaluation of
Independent Directors, Board, Non-Independent Directors and Chairman of the Company,
followed by the Board for evaluation of its own performance and that of its committees and
individual directors.
Transfer to Investor Education and Protection Fund
In compliance with Section 124 of the Companies Act, 2013, amount remaining unclaimed
in respect of matured deposit and interest thereon, which was lying unclaimed with the
Company could not transferred to the Investor Education and Protection Fund during the
financial year 2020-21.
19. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items, during the year under
review:-
i. Neither the Managing Director nor the Whole Time Director of the Company received
any remuneration or commissions from any of its subsidiaries.
ii. No significant or material orders were passed by the regulators or courts or
tribunals, which impact the going concern status and companys operations in future.
However, Honble NCLT, Delhi has reserve the order after having various hearings. Further,
a large number of suits has been initiated against the company under section 138 of
Negotiable Instrument Act for which company is taking effective measures to deal with
these litigations.
20. Application for Pre-Packed Insolvency
It is being informed that the Company in its duly held 30th Annual General
Meeting of the Members, on Tuesday, 8th March, 2022 has already passed resolution wherein
consent of members of the Company was accorded to authorize Board of Director of the
Company to file and submit appeal, application and / or represent the Company in any state
and / or central authority including but not limited to National Company Law
Tribunal/National Company Law Appellate Tribunal, any quasi-judicial / judicial authority,
Tribunal, any court of law, forum, autonomous and other legal bodies and /or other
statutory bodies within territory of India, for the purpose of revival of the Company and
to authorize Board of Director of the Company (if required) to file and submit appeal,
application for the purpose of initiating the pre-packaged insolvency resolution process
as per Chapter 111-A of Insolvency and Bankruptcy Code, 2016 and / or represent the
Company in any state and / or central authority including but not limited to National
Company Law Tribunal, other Tribunal, Any court of law, forum, autonomous and other legal
bodies and /or other statutory bodies within territory of India for the said purpose.
And after taking consent from Financial Creditors along with the other Unrelated
Financial Creditors of CHD Developers Ltd. pursuant to section 54C of the Insolvency and
Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Pre-Packed
Insolvency Resolution Process) Rules 2021 has filed a petition on 8th July 2022
before Honble National Company Law Tribunal to initiate Pre-Packaged Insolvency
Resolution Process.
21. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the support extended by its
employees, Bankers, Customers and various Government Agencies, who through their continued
support and cooperation helped in the Companys progress. The Board also wishes to thank
the shareholders for their unstinted support and acknowledge the hardwork, dedication and
commitment of the employees.
| By order of the Board of Directors |
| For CHD Developers Limited |
+91-9892691696
