Ladam Affordable Housing Ltd Directors Report.
To The Members, Ladam Affordable Housing Limited, Thane
Your Directors have pleasure in submitting their 40th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.
The Companys financial performance for the year under review along with previous years figures are given hereunder:
|Particulars||For the Year ended 31st March, 2019||For the Year ended 31st March, 2018||For the Year ended 31st March, 2019||For the Year ended 31st March, 2018|
|Net Sales / Income from||-||53,80,000||2,18,99,546|
|Profit before Depreciation||(18,73,889)||(13,90,632)||(7,27,203)||39,26,541|
|Profit after depreciation||(18,73,889)||(13,90,632)||(7,27,203)||30,83,300|
|Less: Current Income Tax||-||-||3,95,000||-|
|Less: Previous year||-||-||-||-|
|adjustment of Income Tax,|
|Less: Deferred Tax||-||-||-||-|
|Net Profit after Tax||(18,73,889)||(13,90,632)||(11,22,203)||30,83,300|
|Interim if any and final)|
|Net Profit after dividend||(18,73,889)||(13,90,632)||(11,22,203)||30,83,300|
|Amount transferred to||-||-||-||-|
|Balance carried to||(18,73,889)||(13,90,632)||(11,22,203)||30,83,300|
|Income for the year|
|Earnings per share (Basic)||(0.10)||(0.08)||0.06||0.17|
During the year under review, your Company has registered revenue as per Standalone
& Consolidated financials of Rs 5.82 Lacs & Rs.97.23 Lacs as against Rs 12.25 Lacs & Rs 268.47 Lacs respectively in the previous year. The Profit/Loss before taxes as per Standalone & Consolidated financials in the current year is Rs (18.74) Lacs & Rs. (7.27) Lacs as against Loss of Rs (13.90) Lacs & Rs 30.83 Lacs respectively in the previous year and profit after taxes as per Standalone & Consolidated financials are Rs (18.74) Lacs & Rs (11.22) Lacs as against Rs (13.91) Lacs & Rs 30.83 Lacs respectively in the previous year.
Cash and cash equivalents as per standalone and consolidated financials as on March 31, 2019 was Rs. 0.37 Lacs and Rs. 673.62 Lacs, respectively. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
The Board does not recommend any Dividend for the current financial year due to no profit earned by the Company.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no amount of unpaid/unclaimed Dividend, the Company is not required to transfer any amount to the Investor Education & Protection Fund as per provisions of Section 125 of the Companies Act, 2013.
The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Pursuant to change of its name and Main objects in the year 2015-16, the Company intends to monetize its real estate portfolio by getting into construction of mass housing project considering affordable housing project scheme.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOFTHECOMPANYOCCURREDBETWEENTHEENDOFTHEFINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
There are no material changes and commitment affecting the financial position of the Company occurred from 31st March, 2019 till date of this report which are required to be reported.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit 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; and (e) the directors, in the case of a listed company, 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.
InpursuanttotheprovisionsoftheCompaniesAct,2013andtheArticlesofAssociations of the Company, Mr. Sumesh Bharat Aggarwal retires by rotation and being eligible, offer himself for re-appointment.
|Name||Designation||Qualification||Age & Experience (Years)||Date of Commencement of Employment|
|Mr. Sumesh Bharat||Director||B. Com||48/29||01/04/1992|
During the year, Ms. Shraddha Vilas Rumade, Director of the Company has resigned from the office of Director of the Company with effect from 13th August, 2018. The Board has appointed Ms. Yamini Birju Sejpal [DIN# 08259325] as Additional Director with effect from 12th November, 2018 who shall hold the office till the conclusion of ensuing Annual General Meeting. The Company has received notice from a member for appointment of Ms. Yamini Birju Sejpal as Director of the Company in the Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL:
The following persons have been designated as key managerial personnel of the Company pursuant to section 2(51) of the Companies Act, 2013 read with rules framed thereunder:
1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)
2. Ms. Mohini Budhwani - Company Secretary
3. Mr. Sachin Jain - Chief Financial Officer (CFO) (Resigned on 7 May 2019)
4. Mr. Rajesh Mukane- Chief Financial Officer (CFO) w.e.f. 27th May 2019.
A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company.
The Board of Directors of your Company met 7 times during 2018-19 i.e. on 29th May, 2018, 13th August, 2018, 27th September, 2018, 12th November, 2018, 30th November, 2018, 13th February, 2019, 18th March, 2019. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.
All the directors were present in the above-mentioned Board meetings.
STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (i) The ratio of remuneration of each Director to the Median remuneration of the employees of the Company for the F.Y. 2018-19
|Name of Director||Median||Remuneration||Ratio|
|Mr. Ashwin Kumar||Nil||Nil||Nil|
(ii) The Percentage increase in remuneration of each Director, CFO, CEO, CS, if any, in the Financial year.
|Name of KMP||Designation||FY 2017-18||FY 2018-19||% Increased|
Note: Mr. Sumesh Aggarwal, CEO & Executive Director of the Company did not draw any remuneration during the F.Y. 2018-19 from the Company.
(iii) The Percentage increase in the median remuneration of the Employees in the Financial Year.
The Percentage increase in the median remuneration of the employees in the Financial year 2018-19 is 13%
(iv) The Number of Permanent employees on the rolls of the Company
Permanent employees on the rolls of the Company as on March 31, 2019 were 7.
(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
Average percentile increase for the employees for the F.Y. 2018-19 is 13%. The increment given to each individual employee was based on the employees potential, experience, performance and contribution to the Companys performance targets over a period of time and also benchmarked against Industry Standard.
REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:
The details of remuneration / commission received by the directors of the Company from the holding Company / subsidiary Company are as follows:-
|Name of Director||Nature (Remuneration / Commission )||Amount||Company from which this amount is drawn|
|Sumesh B. Agarwal||Remuneration||9,00,000/-||Ladam Homes Pvt Ltd|
BOARD & COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.
POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is available on the Companys website at www. ladamaffordablehousing.com
SEPARATE INDEPENDENT DIRECTORS MEETINGS
The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. The Independent Directors met on 30th November, 2018 during the Financial Year.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of the same are available on the website of the Company.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued there under and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Members at the Extra Ordinary General Meeting of the Company held on 3rd February, 2019 had appointed M/s D.P Sarda & Company, Chartered Accountants, (Firms Registration No. 117227W) as the Statutory Auditor of the Company to hold office until the conclusion of AGM of the Company to be held in 2019. As required under Sec 139 of the Act read with relevant Rules, the Members are required to consider and approve the appointment of Auditors and payment of remuneration for a period of five year in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
STATUTORY AUDITORS REPORT
The statutory auditors report is self-explanatory. It does not require any comment as there are no qualifications in reports.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. A G Ranade & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report contains qualifications, reservations & explanations which are self-explanatory. The report is furnished in Annexure A attached to this report.
Extracts of Annual Return is enclosed as Annexure B. Copy of the Annual Return prepared in accordance of Section 92 of the Act is also uploaded on the website of the Company i.e. www.ladaaffordablehousingltd.com. and can be accessed at http:// ladamaffordablehousing.com/FORM%20NO.MGT-9/MGT-9%20year%20ended%20 31st%20March,%202019.pdf
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure C and attached to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, guarantees or investments made under Section 186 are furnished in Annexure D and are attached to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Annexure E and are attached to this report.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Corporate Governance requirements under
Companies Act 2013 and as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Separate Section on Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from Practicing Company Secretary confirming the Compliance, is annexed and forms part of the Annual Report. The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of the Board of Directors and General Meetings.
INTERNAL AUDIT SYSTEM
The Companys internal Auditors had conducted periodic audit to provide reasonable assurance that the Companys established policies and procedure have been followed.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transactions are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the companys assets are adequately covered by comprehensive insurance.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption. Further, there were no foreign exchange earnings and outgo during the year under review.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
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.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with various Regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015 entered in with the Stock Exchange, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Board has constituted various committees which are constituted in compliance with the applicable provisions of Act and Listing Regulations. Detailed Composition of all the Committees held during the year under review is provided in Corporate Governance Report of the Company.
a. AUDIT COMMITTEE
The Company has duly constituted Audit Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Sumesh Aggarwal, Executive Director and Mrs. Yamini Sejpal, Independent Director. The terms of reference, Scope and powers of Audit Committee are in line with the applicable provisions o the Act & Listing Regulations. Company Secretary acted as secretary to the committee.
b. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Executive Director, Mrs. Yamini Sejpal, Independent Director. The Remuneration Policy is available on the Companys website at www. ladamaffordablehousing.com
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholders Relationship Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Non- Executive Director and Mr. Sumesh Aggarwal, Executive Director. The terms of reference, Scope and powers of SRC are in line with the applicable provisions of the Act and Listing Regulations.
WHISTLE BLOWER POLICY
As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The policy is available on the Companys website at www.ladamaffordablehousing.com The policy provides for adequate safeguard against the victimization of the employees.
RISK MANAGEMENT POLICY
Your Company has framed a Risk Management Policy to monitor the risk and manage uncertainty and changes in internal and external environment to limit negative impacts and capitalize on opportunities.
PARTICULARS OF EMPLOYEES
The applicable information required pursuant to section 197 of the Companies Act, 2013 read with rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees are as under:
|Sr. No.||Name||Designation||Median remuneration of Employees in Rs.||Ratio||% increase|
|1||Ms. Mohini Budhwani||Company Secretary||22258||15%|
|2||Mr. Sachin Jain||Chief Financial Officer||34000||-|
|3||Mr. Rajesh Mukane||Chief Financial Officer||NIL||-|
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2019.
The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.
Your 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. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Mr. Sumesh Aggarwal||Mr. Jayaprasad Pillai|
|Ladam House, C-33,|
|Opp. ITI, Wagle Industrial Estate,|
|Thane (W) 400 604.|
|Date: August 14, 2019|