Gyan Developers & Builders Ltd Directors Report.

Your Directors have pleasure in presenting the Twenty Seventh Annual Report together with audited accounts for the year ended 31.03.2019.

1. FINANCIAL RESULTS

The summarized financial results for the year ended 31.03.2019 and for the previous year 31.03.2018 are as under:

(In Rs.)

Particulars 2018-2019 2017-2018
Total revenue 1,47,93,210.00 1,72,39,940.00
Total expenditure 1,41,10,454.87 1,53,80,873.95
Profit before tax 6,82,755.13 18,59,066.05
Less: Tax expenses
Current Year 1,51,063.00 4,73,211.00
Previous Year NIL 0.00
Deffered Tax 34,443.00 11,248.00
Profit (Loss) after tax 4,97,249.13 13,74,607.05
Surplus account
Balance as per the balance sheet 9,405,501.00 8,030,893.66
(a) Add: Profit for the year 4,97,249.13 13,74,607.05
(b) Less: Depreciation on assets where useful life is NIL Nil Nil
Balance as at the end of the year 99,02,750.13 94,05,500.71

2. FINANCIAL OVERVIEW:

During the year under review, the total revenue of your company was Rs.14,793,210/- as compared to previous year revenue of Rs. 17,239,940/-. The net profit for the year after tax is Rs.4,97,249.13/- as against previous year profit of Rs. 1,374,607.05/-.

3. CHANGE IN THE NATURE OF BUSINESS

Your Company is engaged in buying and selling of vacant land. There is no change in the nature of business during the year compared to previous year.

4. DIVIDEND:

In order to conserve reserves / profit for the growth of the company, your Directors do not recommend any dividend.

5. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture, associate company as at March 31, 2019. Hence, the details and performance thereof does not arise.

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

7. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 for the year ended 31.03.2019 is herewith attached as Annexure - "A".

8. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

10. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans, given guarantees, provided security nor made investments covered under Section 186 of the Companies Act, 2013.

13. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of four Directors of which two are Non-Executive Independent Directors.

The Company has received necessary declarations from Mr. S. Vijayan (DIN: 02781886) and Mr. J. Chandrasekar (DIN: 02691406), the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

In terms of Section 152 of the Companies Act, 2013, Mr. T Ashok Raj (DIN: 00575471), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his continuation.

B. Meetings

During the year under review, the Board of Directors met 5 times on 27.04.2018, 30.05.2018, 30.07.2018, 30.10.2018, and 29.01.2019 and the gap between two Board meetings were not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

Name of the Director Designation & Category

No. of Meetings in the year 2018 - 2019

Attended 26th AGM No. of other Directorship in other Public/Private Companies No. of Membership Chairmanship/ in other Companies/ Board Committee
Held Attended
1. Mr.T. Ashok Raj Managing Director 5 5 Yes Nil Nil
2. Mr.S. Vijayan Director (NEID) 5 5 Yes Nil Nil
3. Mrs.M. Sunita Director (NED) 5 5 Yes Nil Nil
4. Mr.J.Chandrasekar Director (NEID) 5 5 Yes Nil Nil
NEID - Non Executive Independent Director NED - Non Executive Director

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.

C. Committees of the Board

AUDIT COMMITTEE:

The Audit committee comprises of three members and the committee met 5 times during the year on 27.04.2018, 30.05.2018, 30.07.2018, 30.10.2018 and 29.01.2019. The composition of the Audit Committee and details of meeting held are provided hereunder:

Name of Directors Designation Category

No. of Meetings

Held Attended
Mr. J Chandrasekar Chairman NEID 5 5
Mr. S. Vijayan Member NEID 5 5
Mrs. M. Sunita Member NED 5 5
NEID - Non Executive Independent Director NED - Non Executive Director

The terms of reference of the Audit committee covers the matter specified under Section 177 of the Companies Act, 2013 and SEBI (LODR Regulations), 2015.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

The Nomination & Remuneration committee consists of the following members.

Name of Directors Designation Category
Mr. S. Vijayan Chairman NEID
Mr. J. Chandrasekar Member NEID
Mrs. M. Sunita Member NED
NEID - Non Executive Independent Director NED - Non Executive Director

During the year under review, no meeting of the Committee was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. The Stakeholders Relationship Committee is to look after transfer of shares and the investors complaints, if any, and to redress the same expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. During the year under review, 4 meetings of the Committee was held on 19.09.2018, 31.10.2018, 18.12.2018 and 11.03.2019. All the committee members were present in the meeting.

The composition of the Committee is provided hereunder:

Name of Directors Designation
Mrs. M. Sunita Chairman
Mr. S. Vijayan Member
Mr. J Chandrasekar Member

b. The number of investor complaints received during the year is NIL

c. The number of investor complaints not solved to the satisfaction of Shareholders is NIL

d. The number of pending complaints as on date is NIL

D. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

E. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

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 estimate 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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and 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.

14. AUDITORS:

M/s. SURAJ DHOKA & ASSOCIATES, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years in the 25th Annual General Meeting held on 14.09.2017, subject to ratification by members at every subsequent Annual General Meeting. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their re-appointment as Statutory Auditors of the Company.

Pursuant to notification of the Companies (Amendment) Act, 2017 on 7th May, 2018, the first proviso to Section 139 relating to the ratification of appointment of Statutory Auditors by the members at every General Meeting was omitted. Consequently, the ratification of appointment of M/s. Suraj Dhoka & Associates as Statutory Auditors is not required.

15. AUDITORS REPORT:

The Auditors did not make any qualification, reservation or adverse remark or disclaimer on the financial statements prepared as per Section 133 of Companies Act, 2013, and notes on Accounts annexed thereto.

16. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2019. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report.

17. REPLY TO SECRETARIAL AUDITOR REMARKS:

Your Company is taking necessary steps to appoint a Company Secretary in terms of Section 203 of the Companies Act, 2013.

The company will ensure that intimation is done in time.

18. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

19. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

20. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as ‘Annexure C.

21. CORPORATE GOVERNANCE REPORT:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company, as the Companys share capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the report on Corporate Governance is not provided.

22. CODE OF CONDUCT:

As prescribed under SEBI (LODR) Regulations, 2015, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2018-19 is given in "Annexure D".

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinary course of business and at arms length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2018-19 which were in conflict with the interest of the Company.

Details of the transactions are provided in Form AOC-2 which is attached as "Annexure E".

24. RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draws remuneration of Rs.850,000/- or above per month and Rs.1,02,00,000/- or above per annum. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

26. KEY MANAGERIAL PERSONNEL:

During the year under review, there is no change in the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

28. SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per section 118 (10) of the Companies Act, 2013.

29. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By order of the Board for GYAN DEVELOPERS & BUILDERS LIMITED

Sd/- Sd/-
T. Ashok Raj Sunita Mahendar Raj
Place : Chennai Managing Director. Director
Date : 31-07-2019 (DIN: 00575471) (DIN: 01751554)