Dear Members,
The Board of Directors hereby presents their Thirty Ninth Annual Report
on the business and operations of your Company ("the Company" or
"KHCL"), along with Audited Financial Statements for the financial year ended 31st
March, 2023.
FINANCIAL PERFORMANCE OF THE COMPANY:
The audited financial statements of the Company as on March 31, 2023,
are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act").
The summarized Financial Highlights of the Company are as follows:
|
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
387.25 |
285.02 |
387.25 |
285.02 |
| Other Income |
48.36 |
179.83 |
48.36 |
179.83 |
| Total Revenue |
435.61 |
464.85 |
435.61 |
464.85 |
| Profit (Loss) before Depreciation, Interest &
Tax |
(224.92) |
19.50 |
(247.69) |
19.45 |
| Less: Depreciation & amortization expenses |
2.54 |
3.70 |
2.54 |
3.70 |
| Less: Finance Costs |
0.09 |
1.97 |
0.09 |
1.97 |
| Profit (Loss) before exceptional/
extraordinary items |
(227.55) |
13.83 |
(250.32) |
13.78 |
| Loans and advance write off |
(600.94) |
- |
(600.94) |
- |
| Extraordinary/Exceptional items |
(0.13) |
0.15 |
(0.13) |
0.15 |
| Profit /(Loss) before Tax |
(828.62) |
13.98 |
(851.38) |
13.93 |
| Provision for Tax and Deferred Tax |
(7.97) |
(2.92) |
(7.97) |
(2.92) |
| Profit /(Loss) after Tax |
(820.65) |
11.06 |
(843.41) |
11.01 |
There are no material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the financial year and the
date of this report.
Previous year figures have been regrouped / re-arranged wherever
necessary.
REVIEW OF OPERATIONS & STATE OF COMPANYS AFFAIRS:
The Company has earned total revenue of 435.61/- Lakhs as against total
revenue of Rs. 464.85/- Lakhs during previous financial year. During the year under
review, the company has write off loans and advances amounting to Rs. 600.94/- Lakhs on
account of which Net loss incurred comes to Rs. 820.65 Lakhs for the year ended 31st
March, 2023.
CHANGE IN THE NATURE OF THE BUSINESS:
There is no change in the nature of the Business during the year under
review.
SHARE CAPITAL:
During the year under review, there was no change in Authorized,
Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued
any equity shares with differential rights during the year.
Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees
Twenty crores only) divided into 2,00,00,000 (Two Crores only) equity shares of Rs. 10
each.
Paid up Share Capital of the Company is Rs. 14,09,31,600/- (Rupees
Fourteen crores nine lakhs thirty-one thousand and six hundred only) divided into
1,40,93,160 (One crore forty lakhs ninety three thousand one hundred and sixty only)
equity shares of Rs. 10 each.
DIVIDEND:
Your Directors do not recommend any dividend for the financial year
ended 31st March, 2023.
TRANSFER TO RESERVE:
Board of Directors has proposed to brought forward entire loss incurred
to retained earnings.
DISCLOSURE ON DEPOSITS UNDER CHAPTER V:
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of the financial year 2022-23 or
the previous financial years. Your Company did not accept any deposit during the year
under review.
Further, for exempted deposits, Company has filed Form DPT-3 as on
March 31, 2023 as per the notification issued by the Ministry of Corporate Affairs (MCA).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge, confirm that -
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to material
departure;
b) appropriate accounting policies have been selected and applied
consistently and have 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 of the Company for that period;
c) proper and sufficient care has been taken 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 annual accounts have been prepared 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 were operating
effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
MANAGEMENT DISCUSSION AND ANALYSIS REPORT forms part to this Annual
Report in terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is enclosed
as Annexure-A.
SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:
The Company does not have any subsidiary. The Company has joint
ventures for development of properties. A separate section on the performance and
financial position of each of the joint venture in Form AOC-1 is annexed as Annexure B and
forms part of this report.
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated financial accounts are prepared in accordance with the
applicable IND AS issued by the Institute of Chartered Accounts of India. The said
consolidated accounts form part of this report and accounts.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has internal financial control systems, which are adequate
considering the nature and size of its operations. The policies and procedure adopted by
the Company ensure the orderly and efficient conduct of its business, including adherence
to the Companys policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information.
The internal audit is carried out by an external firm of Chartered
Accountants, covering all the departments. The internal auditor directly reports to the
Audit Committee.
HUMAN RESOURCES:
Relations between the management and employees remained cordial
throughout the year. The Company had a total 1 permanent employee as on 31st
March, 2023.
Information required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management
Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st
March, 2023 are attached as Annexure C and forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the three criteria specified in
Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the
provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014.
DIRECTORS:
To comply with the requirement of the Companies Act, 2013 and Articles
of Association of the Company, Mrs. Pushpa Jain shall retire by rotation at the
forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.
KEY MANAGERIAL PERSONNEL:
Mr. Atul Attarsen Jain continues to be the Managing Director of the
Company.
Mr. Tarun Jaipal Jain continues to be the Chief Financial Officer of
the Company.
Ms. Sejal Desai resigned from the post of Company Secretary &
Compliance Officer from the closing hours of 30th January, 2023.
Ms. Divya Agarwal appointed as Company Secretary & Compliance
Officer of the Company w.e.f 2nd February, 2023. DECLARATION BY INDEPENDENT
DIRECTORS:
The Company has received declarations from all the Independent
Directors of the Company, confirming that they meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013.
BOARD MEETINGS:
Five meetings of the Board of Directors and one meeting of Independent
Directors were held during the year under review. Corporate Governance Report, which forms
part of this report, contains the details about the Board meetings and of attendance of
the Directors thereat.
NOMINATION & REMUNERATION POLICY:
The policy of the Company on Directors appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website at
http://www.kamanwalahousing.com/cg/Policy/NominationCommitteePolicy.pdf. We affirm that
remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.
BOARD EVALUATION:
Pursuant to the provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual
evaluation of its own performance, its committees and individual directors. The Nomination
and Remuneration Committee reviewed the performance of the individual directors on the
basis of criteria such as the contribution of the individual director to the Board and
committee meetings.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole was evaluated, taking into
account the views of executive directors and non-executive directors.
AUDIT COMMITTEE:
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made there under and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The details
pertaining to the audit committee are included in the Corporate Governance Report, which
forms part of this report.
CORPORATE GOVERNANCE:
In line with the requirement of the Companies Act, 2013 as also SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has constituted committees. Details of these committees along with their terms
of reference, composition and meetings held during the year, are provided in the Corporate
Governance Report.
A separate report on Corporate Governance is annexed, which forms part
of this report. A certificate of CEO and CFO of the Company confirming the correctness of
the financial and cash flow statements, adequacy of the internal control measures and
reporting of matters to the Audit Committee is also annexed and forms part this Directors
Report.
RISK MANAGEMENT:
Risk Management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has laid down a comprehensive Risk Assessment
and Minimization Procedure which is reviewed by the Board of Directors from time to time.
Identification is done by executive directors and its mitigation process/measures are
being formulated in various aspects of business.
Our Company is mainly in real estate business. Many risks exist in a
companys operating environment and they emerge on a regular basis. The Companys Risk
Management processes focuses on ensuring that these risks are identified on a timely basis
and addressed.
The audit committee has an additional oversight in the area of
financial risks and its controls, statutory compliance. Other major operational risks are
being identified by the executive management of the Company from time to time.
RELATED PARTY TRANSACTIONS:
The Company has formulated policy on dealing with Related Party
Transactions, a copy of which is available on the website of the Company. All the related
party transactions have been entered into by the Company in the ordinary course of
business and on arms length basis.
VIGIL MECHANISM:
As per the provisions of Companies Act, 2013, every Listed Company
shall establish a vigil mechanism (similar to Whistle Blower mechanism). Pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013, the company has
adopted the whistle blower mechanism for directors and employees to report on concerns
about unethical behavior, actual or suspected fraud, or violation of the Companys code of
conduct and ethics. There has been no change to the whistle blower policy adopted by the
Company, during period under review. The whistle blower policy adopted by the Board of
Directors is hosted on the website of the Company.
LOANS, GUARANTEES OR INVESTMENTS:
The Company has given loans /advances as specified in the financial
statements of the Company during the year under review within the limits approved by
members of the Company at their Annual General Meeting held on 28th September,
2020 pursuant to the provisions of section 186 of the Companies Act, 2013. However, no
guarantee and no investment were made during the financial year 2022-23.
ANNUAL RETURN:
Pursuant to Section 134(3) (a) of the Act, the draft annual return as
on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made available
on the website of the Company and can be assessed using the link
http://www.kamanwalahousing.com/AR.aspx
REPORTING OF FRAUD:
During the year under review, neither the 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 need to be mentioned in the Boards Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS
During the year under review, there were no material and significant
orders passed by any of the regulators or courts or tribunals impacting the going concern
status and the Companys operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
In view of the nature of business activities of the Company, provisions
of Section 134 of the Companies Act, 2013 read with the Companies (Disclosures of
Particular in the Report of the Board of Directors) Rules, 2014 regarding conservation of
energy and technology absorption are not applicable to the Company. There were no foreign
exchange earnings and expenses during the year under review.
STATUTORY AUDITORS:
According to Board of Directors of the company, there is no adverse
remark made by Statutory Auditors in their report except as mentioned below.
The Companys current assets include interest receivable balances
amounting to Rs.265.04 Lakhs, in respect of which direct confirmations from the respective
parties have not been provided to us by the management of the Company. In the absence of
such direct confirmations from the parties or sufficient and appropriate alternate audit
evidence, we are unable to comment on the adjustments and changes in accordance with the
principles of Ind AS 1, Presentation of financial statements, if any, that may be required
to the carrying value of the aforementioned balances in the accompanying Financial
Statements.
Managements Reply:
The Management is in process to get the confirmation from the concerned
parties in future to avoid such qualified opinion in audit report in future.
Notes to the accounts are self explanatory to comments/observations
made by the Statutory Auditors in their report. Hence, no separate explanation is given.
M/s. Vinod Kumar Jain & Co., Chartered Accountants, Mumbai
(FRN-111513W) has been appointed as Statutory Auditors of the Company by the members in
their Annual General Meeting held on 30th September, 2022 pursuant to
recommendation by the Board of Directors at their meeting held on 13th August,
2022 for period of first term of three consecutive years.
SECRETARIAL AUDITOR AND AUDIT REPORT:
During the year, Secretarial Audit was carried out by Mr. Devesh Mehta,
Practicing Company Secretary, Bhavnagar for the financial year 2022-23. The report on the
Secretarial Audit is appended as Annexure D to this report. The Secretarial Audit report
does not contain any qualification, reservation, or adverse remark.
INTERNAL AUDITORS:
S S Karandikar & Co, Chartered Accountant was appointed as Internal
Auditor of the Company for the year under review.
COST RECORDS AND COST AUDIT:
Requirement of cost audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 is not applicable to our Company. The cost records are
maintained.
SECRETARIAL STANDARDS:
During the year under review, the Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
In compliance to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 your Company has a duly constituted an
internal complaint committee. The Committee has formulated policy to ensure protection to
its female employees. No complaints of sexual harassment were raised in the financial year
2022-23.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has neither made any application nor any proceedings
pending under The Insolvency and Bankruptcy Code, 2016 during the year under review.
Therefore, there are no details required to be disclosed, as the said clause is not
applicable as on year ended 31st March, 2023.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not availed any one-time settlement facility, during
the year under review, therefore providing of details with respect to difference in the
amount of valuation done at the time of one time Settlement and the Valuation done while
taking loan from the Banks or Financial Institutions does not arise.
GREEN INITIATIVES:
Electronic Copies of the Annual Report 2022-23 and the notice of the 39th
AGM are sent to all members whose email addresses are registered with the company /
depository participant(s). For members who have not registered their email addresses,
Company has provided facility to register/update the email addresses with the RTA of the
Company by sending an email to the mail id of RTA at investor@accuratesecurities.com
CAUTIONARY STATEMENT:
Statement in the Annual Report, particularly those which relate to
Management Discussion and Analysis, describing the Companys objectives, projections,
estimates and expectations, may constitute forward looking statements within the meaning
of applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.
APPRECIATION / ACKNOWLEDGEMENTS:
The Board places on record their deep appreciation to employees at all
levels for their hard work, dedication, and commitment.
The Board places on record its appreciation for the support and
co-operation your Company has been receiving from its business partners and others
associated with the Company. The Board also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Government and Regulatory Authorities for their continued
support.
|
For and on behalf of the Board of Directors |
|
KAMANWALA HOUSING CONSTRUCTION LIMITED |
| Place: -Mumbai |
ATULJAIN |
| Date: - 14thAugust, 2023 |
MANAGING DIRECTOR |
|
DIN:00052966 |
+91-9892691696
