CHD Developers Ltd Directors Report.
CHD Developers Limited
Your Directors are pleased to present their Twenty Eighth Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2018.
1. Financial Results
The summarized financial results of the Company for the year ended 31st March, 2018 are as follows:
|Revenue from operations||13251.04||13144.29||14999.37||15287.70|
|Profit before Tax, Depreciation||1246.12||1987.94||1279.66||2131.05|
|Profit before Tax||83.85||797.53||110.52||891.42|
|Profit after Tax 104.28 521.75||131.85||580.73|
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
During the financial year 2017-18 your Company achieved a turnover of Rs. 13251.04 Lacs (Rs. 13144.29 Lacs in 2016-17) and Net profit(Post tax) for the year 2017-18 stood at Rs. 104.28 Lacs (Rs. 521.75 Lacs in 2016-17). The Earning per share (EPS) is 0.08. The Company doesnt propose to transfer any amount to the general reserves.
During the financial year 2017-18 your Company achieved a consolidated turnover of Rs. 14999.37 lacs (Rs. 15287.70Lacs in 2016-17) and Net profit (Post tax) for the year 2017-18 stood atRs. 131.85 Lacs (Rs. 580.73 Lacs in 2016-17). The Earning per share (EPS) is 0.11.
There has not been any improvement in the financialsdue to factors beyond control Owing to slow down in the whole real estate industry, whereas in spite of challenging environment during the year, CHD has still performed exceptionally well on various fronts by way of concentration on the existing projects & strengthening its project pipeline by launching its new project "CHD Green Park Residences" and positioned itself way ahead to other established real estate players.
In this weak real estate market Companys maintained its performance as total turnover stood at Rs.. 132.51 Crores in the financial year 2017-18 better than previous year turnover ofRs. 131.44 Crores in 2016-17. During the year, the overall real estate market remained subdued. However, there are signs of revival of economy which will benefit real estate sector
During the year under review your Company further strengthened its presence and image by launching its new project" CHD Green Park Residences", part of its integrated township CHD City, Karnal. Spread over a land parcel of 40 Acres approximately of 13.29 Acres
+ 11.90 Acres + 14.38 Acres, Green Park Residences offers English living experience right in the city of Karnal located on NH-44(GT Road Karnal). This new project is an another milestone to already existing legacy of CHD group in Karnal, built over a period of 10 years of hard work, commitment and dedication and launched under Deen Dayal Jan Awas Yojana the Affordable housing policy of Haryana Government for low and medium potential towns. Haryana Government has also given many relaxations under the scheme to make the scheme more affordable by reducing the license fees and EDC charges, waive off IDC and conversion charges. Further we would also be eligible to take tax incentive under this scheme and also interest subsidy under Pradhan Mantri Awas yojana (PMAY). Presently, we have launched our first phase of 13.29 acre which comprises of 867 units with total estimated revenue of approximately Rs. 145 crores.We will launch the further phases as and when considered appropriate depending upon the market demand and supply factor. With this launch of CHD Green Park Residences, we assure to provide people of Karnal luxurious living at a very affordable price. This project has strengthened our project pipeline and will drive Company performance.
Our brand, presence, demonstrated track record and capabilities put the Company in a strong position and the desired and expected improvement in the real estate industry environment will allow the company to be in a better position in the years ahead. The Company is always embarking on making its presence in the real estate industry and has solidified its brand image by sustaining on to its achievements
4. Share Capital
During the year under review the company raised funds through Preferential issue by way of issue and allotment of 1.5 crores Equity Shares of Face Value Rs. 2/- each and 4.5 crores warrants convertible into equivalent no. of equity shares of Face Value Rs.2/- each, consequently as on 31st March, 2018 the paid up Undiluted
Equity Share Capital of the Company in comparison to last financial year has increased from Rs. 22,71,84,572 (Twenty Two Crores Seventy One Lacs Eighty Four Thousand Five Hundred and Seventy Two only) divided into 11,35,92,286 equity shares of Rs. 2/- each to 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
During the financial year 2017-18 the authorized share capital of the Company increased from Rs. 23,50,00,000 (Rupees Twenty Three Crore Fifty Lacs only) to Rs. 35,50,00,000 (Rupees Thirty Five Crore Fifty Lacs only) .
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.
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.
In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajinder Kumar Mittal, Whole Time Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of Shareholders of the Company. A brief resume of Mr. Rajinder Kumar Mittal is attached with the Notice of Annual General Meeting.
During the financial year, following changes took place in the composition of the Board of Directors of the Company:
Mr. Manmohan Singh Kapur and Mrs. Shashi Prabha Passi, Independent directors resigned from the position on April 13, 2017 and May 04, 2017 respectively.
Mrs. Shailly Goel was appointed as an Additional Director (Category- Independent) of the Company on April 13, 2017 and was regularized in the Annual General Meeting held on 29th September, 2017.
Mr. Yogesh Kumar Gautam who was appointed as Additional Director (Category- Independent) of the Company on July 21, 2017 and was regularized in the Annual General Meeting held on 29th September, 2017, and subsequently resigned from the office of director on October, 25, 2017.
Mr. Sunil Kumar Sachdeva was appointed as Additional Director (Category- Independent) on October, 25, 2017.
Further after the period under review Mrs. Shalu Varshney was appointed as Additional Director (Category- Independent) of the Company on April 11, 2018 to hold office up to the date of ensuingAnnual General Meeting, However Mrs. Shailly Goel, Independent Director resigned from the directorship on April 11, 2018.
The Company had received requisite notice in writing and recommendation from Nomination and Remuneration Committee proposing the candidatures of Additional Directors namely Mr.
Sunil Kumar Sachdeva and Mrs. Shalu Varshney for the office of Independent Directors (not liable to retire by rotation) to hold office as such for a period of 5 (five) consecutive years.
Declaration by Independent Directors of 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.
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 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 also assessed the performance and the potential of each of the Independent Directors with a view to maximizing their contribution to the Board. As envisaged by the Act, the Independent Directors at a meeting conducted, reviewed the performance of the Chairman of the Board. At the same meeting, the review of the Executive Directors was also carried out.
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/pdf/Familiarization-id.pdf 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. Rajinder Kumar Mittal Whole time Director
2. Mr. Gaurav Mittal Managing Director
3. Mr. Naresh Kumar Sharma Chief Financial Officer
4. Mr. Sachin Kumar Company Secretary
8. Material Changes Affecting Financial Position of the Company
No material changes or commitments, affecting the financial position of the Company have occurred during the financial year to which the financial statement relates i.e. from April 01, 2017 to March 31, 2018 and up to the date of the Boards Report.
M/s. AMRG & Associates, Chartered Accountants was appointed as statutory auditors in the Annual General Meeting of the Company held on 24th September, 2016 for a period of five years in terms of the provisions of Section 139(2) of the Companies Act, 2013 read with Rules made thereunder. The Auditors will hold office Until the Conclusion of the Annual General Meeting to be held for the financial year 2020-2021, subject to the ratification of appointment by the members of the Company at every ensuing Annual General Meeting of the company. They have confirmedtheir eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re appointment.
In terms of the provisions of Section 139(1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory Auditor every year by the shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of the Companies (Amendment) Act, 2017 on May 7, 2018, the requirement of ratification of appointment of Statutory Auditors by members has been done away with. Hence, it is no longer required to ratify the appointment of Statutory Auditors at every Annual General Meeting by the members of the Company.
The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment.
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 has on the recommendation of the Audit Committee, approved the appointment of M/s. Rahul Jain and Associates, Practicing Cost Accountant, as Cost Auditors of the Company for conducting Cost Audit of the Company for the financial year 2018-19, at a remuneration of Rs. 50,000/- (Rupees. fifty thousand only)
M/s. Rahul Jain and Associates 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. Nitin K. Mishra & Associates, Practicing Company Secretary, as Secretarial Auditor to conduct Secretarial
Audit for the financial year 2017 18 and their report is annexed to this Board Report as Annexure C.
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 Statutory 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 D and Management Discussion and Analysis report is separately given under the Annual Report.
11. EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure E.
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 profitor 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, 2018 99.29 % of the equity shares were held in dematerialized form.
14. Subsidiaries Of The Company
As on 31st March, 2018 the Company had following subsidiaries, all incorporated in India:
|S. No.||Name of the Company||% Holding|
|1||Golden Infracon Private Limited||100|
|2||CHD Facility Management Private Limited||100|
|3||CHD Infra Projects Private Ltd. (Formerly known||100|
|as CHD Armaan Realtech Private Limited)|
|4||Empire Realtech Private Limited||100|
|5||International Infratech Private Limited||100|
|6||Delight Spirits Private Limited||100|
|7||CHD Elite Realtech Private Limited||100*|
|8||CHD Blueberry 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/pdf/Policy-dms.pdf
The company shall provide a copy of the financial 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 SEBI LODR 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 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. Accepted Fixed Deposits during the year amounting to Rs. 3141.36 Lacs.
2. On 31st March, 2018 such deposits stood at 3275.55 Lacs as against Rs. 2961.05 Lacs at the close of the preceding financial year.
3. There was unclaimed deposits aggregating Rs. 60,000/- pertaining to 1(one) depositor as on 31.03.2018.
4) There is no default in repayment of deposits or payment of interest thereon, during the year.
16. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under Section 197(12) of the Companies Act, 2013 and rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure F to this report and form part of this Report.
17. 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 G.
18. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on BSE Limited. The annual listing fee for the current year has been paid to BSE Limited.
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.statement of its Following this principle the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities.
The Board has approved a policy for Corporate Social Responsibility and same has been uploaded on the website of the Company i.e. www.chddevelopers.com.
The Company was supposed to spend Rs. 22.45 lacs lacs in the year 2017-18 and Rs. 28.56 Lacs in the year 2016-17, but the Company did not spend any amount in the year 2016-17 for which the reason was clearly mentioned in annual report along with the fact that company will spend all the unspent amount in financial year 2017-18 and shall add to the CSR budget for the Financial Year 2017-18. Consequently, we have spent Rs. 55.00 lacs in the year 2017-18 for both the years i.e. financial year 2016-17 and 2017-18.
The Annual Report on Corporate Social Responsibility activities undertaken by the Company during the year 2017-18, as prescribed under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility policy) Rules, 2014 have been appended as Annexure.- H.
As at 31st March, 2018 the Audit Committee of the Company comprises of Mr. Sunil Kumar Sachdeva (Chairman) Mr. Pran Nath (Member), Mrs. Shailly Goel (Member) as other members of the Committee.
However, after the closure of financial year Mrs. Shailly Goel resigned from the office of director and Mrs. Shalu Varshney was appointed to fill the vacant position and subsequently was appointed as Member of Audit Committee.
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.
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/pdf/Whistle-Blower-and-Vigil-Mechanism.pdf
Risk Management Policy
The Board has approved and implemented risk management
Policy of the Company including identification and element 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. There are no significant risk, which in the opinion of the Board may threaten the existence of the Company, However any risks identified will be systematically addressed through mitigating actions on a continuous basis.
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
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 16 (Sixteen) 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 (please refer note no. 4, 11, 33 and 35 to the 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. of The scope and functions of Internal Auditor are defined and reviewed by the Audit committee. The Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization. element of
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.
Transfer to Investor Education and Protection Fund
In compliance with Section 124 of the Companies Act, 2013, amount remaining unclaimed in respect ofmatured deposit and interest thereon, which was lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2017- 18.
The Company has transferred Rs. 92,492/- (P.Y. Rs. 16,352/- ) to the Investor Education and Protection Fund in respect of the financial year 2017-18.
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 receive any remuneration or commissions from any of its subsidiaries. ii. No significant or or courts or tribunals, which impact the going concern status and companys operations in future.
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 hard work, dedication and commitment of the employees.
|By order of the Board of Directors|
|For CHD Developers Limited|
|Place: New Delhi||Rajinder Kumar Mittal|
|Date: August 14, 2018||(Chairman)|