Narendra Prop. Management Discussions


A. Industry Structure and Developments

Your Company is a building construction company. It undertakes development projects of residential and commercial multi-storied apartment complexes. The operations of the Company are presently confined to localities in and around Chennai and its suburbs.

B. Performance

Your Company reported a total income of Rs.0.18 lakhs during the year ended 31st March 2020 as against Rs.25.98 lakhs during the previous year. The Loss after tax was Rs.(103.54) lakhs for the year ended 31.3.2020 as against Loss after tax of Rs. (91.14) lakhs achieved during the previous year.

The value of contract work-in-progress of projects at cost which are at various stages of progress as on 31st March 2020 is Rs. 3201.26 lakhs as against Rs. 2925.26 lakhs during the previous year and the same is disclosed as inventories in the Balance sheet as on 31st March 2020.

Your Company has completed construction of multi-storied residential luxury apartments at Woods road abutting Mount Road and General Patters road named Grand Melody. A limited edition home of just 35 super spacious stately apartments, Grand Melody shall offer a feeling of living in a villa, but with all the convenience, privacy and security of a modern apartment campus. However, the Company could not sell any of these apartments which are lying in stock ever since the construction was completed. The real estate market for luxury apartments at Chennai was severely adversely affected due to declining growth witnessed in the past few years. The company is taking active efforts to market these apartments, including exploring alternatives avenues for realization of cash flows. Until the stock is cleared, the company is constrained with cash flow availability to launch new projects.

Your Company owns landed properties at Sholinganallur, Chennai and at Arcot Dist, Tamilnadu, wherein it will be launching large scale construction projects for building residential or commercial complexes at an opportune moment.

C. Segmentwise Performance

Your Company undertakes construction projects at Chennai and its suburb. The activities of your Company falls under single segment namely Construction of Buildings (Residential & Commercial).

D. Concerns

The primary concern is non-existent demand in the luxury market segment. Availability of raw materials, especially sand, and their ever increasing cost also remains a concern. The advent of COVID-19 has further adversely affected the demand in the real estate sector which is experiencing supply glut and demand destruction due to falling incomes.

E. Outlook

Your Company will be concentrating in the execution of the existing projects on hand. Launch of further projects depends upon liquidation of stocks of the premium luxury apartments built by your company at the heart of the city.

F. Internal Control Systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition.

G. Human resources and industrial relations

Your company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

CREDIT RATING

Your Company has not issued any financial instruments requiring to be rated by credit rating agencies during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: i. in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date; iii. 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; iv. the Directors have prepared the annual accounts on a going concern basis; v. 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; and vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with all the material requirements of Corporate Governance prescribed under Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance as required under regulation 34(3) read along with Schedule V of the said regulation is annexed and it forms part of this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transactions which was considered material as per the policy adopted by the Company and for which the Company has already obtained the members approval at the previous AGM is disclosed in the Form AOC2 annexed to this report. Other than this, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company at www.narendraproperties.com Your Directors draw attention of the members to Note 24 : Notes to the financial statements for the year ended March 31, 2020 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

Your Directors have constituted a Risk Management Committee even though it is not required under SEBI (LODR) Regulations which has been entrusted with the responsibility to assist the Board in framing and overseeing risk management policy and its periodical review, implementation and taking of pre-emptive corrective actions as may be deemed necessary. Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company both internal and external.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness has surfaced with regard to those internal controls in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is duly constituted as per the requirements of section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. During the year, there has been no change in the overall composition of the Board of Directors of the Company.

The Independent Directors Mr S Ramalingam, Mr Babubhai P Patel and Mr K S Subramanian have been reappointed to hold office for a second term for a further period of five years, from 1st April 2019 to 31st March 2024, by the members at their 23rd AGM held on 24th September 2018.

Your Director Mr Nishank Sakariya and Mrs Preethi S Maher retires by rotation at the ensuing Annual General meeting and being eligible is offering themselves for re-appointment.

The Board of Directors have appointed Mr Mahendra K Maher as an Additional Director on the Board with effect from 22nd November 2019 in order to broad-base the Board and to avail of his expertise in the construction industry. As an Additional Director Mr Mahendra K Maher shall be holding office only up to the ensuing 25th AGM. The Company has in place all the KMPs required to be appointed u/s 203 of the Companies Act, 2013. Mr Chirag N Maher is the Managing Director & Chief Executive Officer, Mr Jitesh D Maher is the Chief Financial Officer. Mrs Madhuri Mundhra resigned as Company Secretary with effect from 12th August 2019 and Mr Nishant Agarwal was appointed as Company Secretary with effect from 12th August 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

A familiarisation program was conducted on 11th February 2020 for the Independent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. All the Directors attended the Familiarisation programme. The details of the familiarization program conducted for Independent Directors has also been uploaded at the website of the Company at www.narendraproperties.com.

The Company has formulated Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, Key Managerial Personnel and other employees which has been put up on the website of the Company at www.narendraproperties.com.

AUDITORS & AUDITORS REPORT Statutory Auditor

The report of the Statutory Auditors M/s A J Deora & Associates, Chartered Accountants, Chennai, is annexed to this report. The Auditors have issued an un-modified opinion on the Financial Statements audited by them for the year ended 31st March 2020.

As regards the remarks made by the Auditors in their report in the para on ‘Emphasis of Matter drawing attention to Note 8 and also with reference to point 2(g)(i) in the para ‘Report on other Legal & Regulatory Requirements, your Directors wish to state that the Company has taken post dated cheque amounting to Rs.75 lakhs from M/s Karismaa Foundations Private Limited based on terms agreed upon in the settlement agreement executed with them and bonafidely believing that the party would honour the post dated cheque when presented for payment on due date. However, the cheque was dishonoured. The Company has initiated appropriate legal action against the party for recovery of the amount due. The Auditors have not modified their opinion in this regard.

Secretarial Auditor

The Board has appointed Mr Gopikrishnan Madanagopal, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed to this report. The Secretarial Auditor have issued an un-modified opinion in his report for the year ended 31st March 2020.

Internal Auditor

Mr R Mugunthan, Independent Practicing Chartered Accountant is the Internal Auditor of the Company as required under section 138 of the Companies Act, 2013. The Internal Auditor reports to the Audit Committee and the periodical reports submitted by him are reviewed by the Audit Committee and the Board. No adverse findings were reported by the Internal Auditor during the year.

DISCLOSURES

Corporate Social Responsibility

Your Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities.

Audit committee

The Audit Committee constituted by the Board satisfies the requirements prescribed under section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations. All the recommendations made by the Audit Committee during the year have been accepted by the Board.

Vigil Mechanism

The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at www.narendraproperties.com

Meetings of Board

During the year seven meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities provided.

The particulars of Investments made & Loans given Note 5 & 6 : Notes to Financial Statements. The Company has not given any guarantees and has not provided any security during the year.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

As the Company is basically a construction company, the Provisions of Sec. 134 (3) (m) of the Companies Act, 2013, so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency during the year.

Extract of Annual Return

The extract of Annual Return as on 31st March 2020 in the prescribed Form MGT9 is annexed to this report.

Particulars of Employees and related disclosures

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed to this report.

Employees Stock Option Scheme

The Company has not formulated any Employees Stock Option scheme.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under the said Act during the year.

General

Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year: i. No deposits were accepted attracting the provisions of section 73 - 76 of the Companies Act, 2013. ii. The Company has not issued any equity shares during the year with differential rights as to dividend, voting or otherwise. iii. The Company has not issued any shares (including sweat equity shares) to any of its employees during the year. iv. The Company does not have any subsidiary, Joint venture or associate companies and as such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise. v. 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. vi. There were no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2020 and the date of this report. vii. The Board has reviewed the system in place to monitor compliance with all the applicable laws relating to Companies domain of operation and it has not come across any material non-compliance with such laws during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Companys Bankers Bank of Baroda, HDFC Bank Limited, Kilpauk Branch, Tamilnad Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees of the Company at all levels.

ANNEXURES FORMING PART OF BOARDS REPORT:

Annexure I: Form AOC2 - Disclosure on Related Party transactions.

Annexure II: Corporate Governance Report (including Company Secretary Certificate & other certificates annexed to CG Report).

Annexure III: Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure IV: Extract of Annual return - Form MGT9.

Annexure V: Secretarial Audit Report.

Annexure VI: Independent Auditors Report on Financial Statements.

Annexure VII: Financial Statements as on and for the year ended 31st March 2020 together with notes thereto.

Corporate Governance Report and certificate issued by practicing company secretary

CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERS OF M/S NARENDRA PROPERTIES LIMITED

I have examined the compliance of the conditions of Corporate Governance by M/s NARENDRA PROPERTIES LIMITED for the year ended 31st March 2020, as stipulated in Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of the conditions of corporate governance is the responsibility of the Management. My examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has, complied with the conditions of Corporate Governance as stipulated in the above mentioned Regulations.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.