Poddar Housing & Development Ltd Directors Report.

Your Directors take pleasure in presenting the Thirty Eighth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2020.

HIGHLIGHTS OF PERFORMANCE

Consolidated Income / Total revenue for the year ended 31st March 2020 is increased to H5,195.68 lacs as compared to H5,078.93 lacs in March 31, 2019;

Consolidated Loss after tax for the year ended 31st March 2020 was H1,958.85 lacs as compared to Loss of H724.80 lacs in March 31, 2019; ( H in Lacs)

Particulars Standalone Consolidated
2019-2020 (H) 2018-2019 (H) 2019-2020 (H) 2018-2019 (H)
Total revenue 5329.66 4989.41 5195.68 5078.93
Profit/ (loss) before taxation (1895.21) (587.09) (2,470.77) (878.87)
Provision for taxation
Current 0 0 0 0
Deferred (512.30) (153.27) (511.92) (154.07)
Less: minority interest 0 0 0 0
Net profit/(loss) after tax (1382.91) (433.82) (1958.85) (724.80)
Other comprehensive income for the year, net of tax 22.82 82.88 27.35 78.32
Other comprehensive income for the year, net of tax (1360.09) (350.94) (1931.50) (646.48)

1. FINANCIALRESUL TS

The Company has adopted the Ind AS on April 1, 2017 with the transition date as April 1, 2016 and adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. All applicable Ind AS have been applied consistently and retrospectively wherever required. The transition was carried out from the Indian Account Principles generally accepted in India as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 (IGGAP), which was the previous Indian GAAP.

2. TRANSFER TO RESERVES

During the year the Company has incurred operating loss due to launch of new projects and accordingly no amount is being proposed to transfer to the Companys General Reserve for the financial year ended March 31, 2020.

3. SHARECAPI TAL

The paid up Equity Share Capital as on March 31, 2020 was H6,31,54,000 (face value H10 each). During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity.

4. FINANCE

Cash and cash equivalent as at 31st March 2020, was H189.15 Lacs and Investment in Mutual Funds as at 31st March 2020, was H152.71 Lacs. 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.

5. DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. PERFORMANCEDURIN G THE YEAR

During the previous financial year, your Company obtained all the requisite approvals and launched two of its most prestigious project known as Poddar Wondercity at Badlapur and Poddar Riviera at Kalyan. Both of these projects are being developed under the Pradhan Mantri Aawas Yojana in Public Private Partnership with State Government of Maharashtra and Central Government of India.

COVID

The World Health Organization (WHO) declared outbreak of Coronavirus Disease (COVID-19) a global pandemic on March 11, 2020. Consequent to this, Government of India declared lockdown on March 23, 2020 and the Company suspended the operations in all ongoing projects of the Group in compliance with the lockdown instructions issued by the Central and State Governments. COVID-19 has impacted the normal business operations of the Group like others during the lock-down period.

The Group has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of Information. As on current date, the Group has concluded that the Impact of COVID - 19 is not material based on these estimates.

The Central and State Governments have initiated steps to lift the lockdown and the Group will adhere to the same as it resumes its activities, the Group will continue to monitor developments in future periods.

8. CORPORATES OCIALRESP ONSIBILITY

As required under section 135 of the Companies Act, 2013, the Company has formed CSR committee and in past Company has spent funds by undertaking the specified and permissible activities for education, health and public hygiene under various CSR activities. A detailed list of the contributions made is annexed herewith as "Annexure A".

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

10. WHISTLE BLOWERP OLICY

The Company Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company at: www.poddarhousing.com.

11. DISCLOSUREUNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITIONAND REDRESSAL _ AC T, 2013.

Pursuant to Schedule V of SEBI (LODR) Regulations, 2015 read with SEBI circular SEBI circular SEBI/LAD-NRO /GN /298 /47 dated 16-11-18, 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 & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2019-20 - No of complaints received : NIL

- No of complaints disposed off : NIL

12. SUBSIDIARYC OMPANY

The Company has one subsidiary and a Joint Venture Company viz. as follows:

Subsidiaries:

1. Poddar Habitat Private Limited

Joint Venture:

2. Viva Poddar Housing Private Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies is given herein below:

CIN U93000MH1995PTC086174 U45200MH2008PTC186494
Name of the Subsidiary Poddar Habitat Private Limited Viva Poddar Housing Private Limited
Reporting period for the subsidiary 1st April 2019- 31st March 2020 1st April 2019- 31st March 2020
Reporting Currency INR (H) INR (H)
Share Capital 100000 100000
Reserve and Surplus (778.14) 0.00
Total Assets 3,479.57 6279.18
Total Liabilities 4,257.63 6279.18
Investments 0.38 Nil
Turnover 157.33 Nil
Profit before Taxation (552.67) Nil
Provision for Taxation 0.49 Nil
Profit after Taxation (552.18) Nil
Proposed Dividend Nil Nil
% of shareholding 100% 50%

The audited financial statements, the Auditors Report thereon and the Boards Report for the year ended 31st March, 2020 for each of the Companys subsidiaries are available on the Company website: www.poddarhousing.com.

The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same.

During the year no Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of Poddar Housing and Development Limited during the year under consideration.

13. CONSOLIDATED FINANCIALS TATEMENTS

The Audited Consolidated Financial Statements are provided in this Annual Report which have been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI).

14. DIRECTORSAND KMP

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Dilip Thakkar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Mr. Tarun kataria, independent director has resigned from the Company with effect from May 3, 2020 due to his pre occupations and his busy schedule in his Venture Capital Forays. There is no any material reasons for his resignation.

Mr. Dipak Kumar Poddar and Mr. Rohitashwa Poddar are proposed to be reappointed for the period of 3 years since their tenures are expiring. The notice period and severance fees are nil.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulation.

During the year 5 Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given the Report on Corporate Governance.

15. BOARDE VALUATION

PursuanttotheprovisionsoftheCompaniesAct,2013andRegulation 19 of the (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. DECLARATIONS BYINDEPENDEN T DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. The board confirm the same.

17. REMUNERATIONP OLICYAND FAMILIARIZATION PROGRAMME FORDIREC TORS

In line with the principles of transparency and consistency, your Company has adopted the following policies which, inter alia includes criteria for determining qualification, positive attributes and independence of a Director.

Policy on Directors remuneration is available on Companys website at www.poddarhousing.com.

To familiarize a new independent director with the company, an information kit containing documents about the company—such as its Annual Reports, Investor Presentations, Recent Press Releases, and Code of Conduct of Directors and the Memorandum and

Articles of Association is provided. The new independent director individually meets with board members and senior management. The top management also has one on one discussion with the newly appointed directors to familiarize with the company and its operations. The company has put the Familiarization programme on the website of the company at https://www.poddarhousing.com/ policy-document.php.

Mr. Dipak Kumar Poddar (Executive Chairman) 31.66 5.39 1:5.87
Mr. Rohitashwa Poddar (Managing Director) 37.01 5.39 1:6.86
Mr. Shrikant Tembey (Independent Director) 1.95 5.39 1:0.36
Mr. Dilip J. Thakkar (Non-Executive Director) 0.45 5.39 1:0.08
Mr. Ramakant Nayak (Independent Director) 1.35 5.39 1:0.25
Mr. Tarun Kataria (Independent Director) 0.30 5.39 1:0.05
Mrs. Sangeeta Purushottam (Independent Women Director) 0.45 5.39 1:0.08

There is no increase in the remuneration paid to the Executive Director and there is no increase the sitting fees paid to the Independent Directors and Non-executive Director. The average increase in remuneration of employees for the year is 10%.

The market capitalization of the Company at 31.03.19 was H286.02 cr and at 31.03.20 was at H142.57 cr.

18. DIRECTORSRESP ONSIBILITY

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: I. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; II. that they have 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 profits of the Company for that year; III. that proper and sufficient care has been taken 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; IV. that the annual accounts have been prepared on a ‘going concern basis.

V. that the Company has laid down internal financial controls and such internal financial controls are adequate and operating effectively VI. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

19. RELATEDPAR TY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.poddarhousing. com. The particulars as required under the Companies Act, 2013 is furnished in "Annexure B" to this report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THERE GULATORS ORC OURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. STATUTORYAUDI TORS

The Members at the 35th (Thirty Fifth) Annual General Meeting approved the appointment of M/s. Bansal Bansal & Company, Chartered Accountants, as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of 5 years till the conclusion of the 40th Annual General Meeting to be held in year 2022 subject to ratification of members at every Annual General Meeting.

M/s. Bansal Bansal & Company, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

There is no Qualifications made by the Auditor in their Report, as emphasis of the Auditor in their Report are self-explanatory and require no separate comments.

22. COST AUDITORS

In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to maintain cost records and appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICAI).

The Company has reappointed N Ritesh & Associates, Cost Auditors (Firm Registration No.100675). The Cost Audit Report for FY 2019-20 will be filed within the period stipulated under the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members approval for the ratification of remuneration payable to M/s N Ritesh & Associates, Cost Auditors is included at Item No. 3 of the Notice convening the Annual General Meeting.

23. SECRETARIALAUDI T

Pursuant to the 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 Dinesh Deora, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

24.CONSERVATIONOFENERGYANDTECHNOLOGIES

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings and outgo are furnished in "Annexure D" to this report.

25. EXTRACT OF THEANNUAL RE TURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

26. CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION & ANALYSISREP ORT

We comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on corporate governance. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in "Annexure F" of Board Report.

28. EMPLOYEESRELA TIONS

The employees relation at all levels and at all units continued to be cordial during the year.

29. CHANGEIN NA TURE OF BUSINESS:

There is no change in nature of business of the Company.

30. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year, Company has not undertaken any changes affecting the financial position of the Company.

31. BOARDC OMMITTEE

The Company has following mandatory Committees, viz, Audit Committee Stakeholders Relationship Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

32. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Companys management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.