Poddar Housing & Development Ltd Directors Report.

The Directors take pleasure in presenting the Thirty Seventh Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2019.

HIGHLIGHTS OF PERFORMANCE

• Consolidated income/Total revenue for the year increased to H5078.93 Lacs as compared to H3507.00 lacs in March 31, 2018;

• Net Profit/(Loss) after tax for the year was H(724.80) lacs as compared to Profit/(Loss) H(748.10) Lacs in March 31, 2018;

1. FINANCIAL RESULTS H( in Lacs)

Particulars

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Total revenue 4,989.41 3,092.25 5,078.93 3,507.00
Profit/ (loss) before taxation (587.09) (706.99) (878.87) (10,151.18)
Provision for taxation
Current 0 (13.55) (154.07) (13.55)
Deferred (153.27) (248.78) (154.07) (253.53)
Less: minority interest 0 0 0 0
Net profit after tax (433.82) (444.66) (724.80) (748.10)
Other comprehensive income for the year, net of tax 82.88 44.89 78.32 49.86
Other comprehensive income for the year, net of tax (350.94) (399.77) (646.48) (698.24)

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. DIVIDEND

During the financial year the Company has incurred operating losses due to delay in launch of its projects. The Board of Directors has pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of H1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2019 from the retained earnings. The total dividend outgo including tax thereon will be H114.02

Lacs (Previous Year H114.02 Lacs.)

3. TRANSFER TO RESERVES

During the Year Company has not proposed any transfer to the Companys General Reserve due to operation losses for the financial year ended March 31, 2019.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 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 stock options or sweat equity.

5. FINANCE

Cash and cash equivalent as at 31st March 2019, was H91.68

Lacs and Investment in Mutual Funds as at 31st March 2019, was H4,043.15 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.

6. 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.

7. 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.

8. PERFORMANCE DURING THE YEAR

During the previous year the Company has received approvals for its project at Badlapur East known as Poddar Wondercity and the Company has launched the said project in the subsequent Financial Year i.e. FY 2019-20. The Company has also achieved significant construction progress of its project at Chembur, Mumbai and Poddar Evergreens at Badlapur East. While the Company has achieved the gross sales of H55.20 millions from its only ongoing project at Chembur and Badlapur East.

The Company has substantially achieved / obtained the approvals for its upcoming projects at Kalyan, Kandivali, Chakan (Pune), Dhayari (Pune) and substantially gained on the overall potential development of the said projects as envisaged earlier. While, the Company were working on various approvals for its upcoming project, in the said time the Company has built a professional management team as well as the execution team of their respective functions for preparing itself for the future growth.

The Company is pioneering itself in a affordable housing along with central and state Government under the scheme of Pradhanmantri Aawas Yojana and is the largest company to execute the projects under PMAY in Maharashtra.

During the previous year, the Company has earned the gross margins of H1437 lacs. The Company has incurred net losses mainly on account of certain marketing and branding activities the Company is doing for its upcoming projects and higher operating cost which is mainly due to the requirements for the upcoming projects to be launched and delivered. In the near future, the Company expects substantial free cash flows and profitability from its ongoing and upcoming projects. The operating losses are temporary till the Company launches its projects as well the Company has spend considerable amount and branding and marketing for its upcoming projects also hired professional senior management team to ensure that the proposed upcoming projects are being launched in due course.

9. CORPORATE SOCIAL RESPONSIBILITY

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".

10. 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.

The policy is available on the Company Website at: http://www. poddarhousing.com

11. WHISTLE BLOWER POLICY

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

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 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 off during the year 2018-19:

No of complaints received: NIL
No of complaints disposed off: NIL

13. SUBSIDIARY COMPANY

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: ( H in Lacs)

CIN U93000MH1995PTC086174 U45200MH2008PTC186494
Name of the Subsidiary Reporting period for the subsidiary Poddar Habitat Private Limited 1st April 2018- 31st March 2019 Viva Poddar Housing Private Limited 1st April 2018- 31st March 2019
Reporting Currency INR (H) INR (H)
Share Capital 1.00 1.00
Reserve and Surplus (214.44) 0.00
Total Assets 3,040.70 6,279.18
Total Liabilities 3,254.14 6,279.18
Investments 0.39 Nil
Turnover 182.17 Nil
Profit before Taxation (291.79) Nil
Provision for Taxation 0.80 Nil
Profit after Taxation (290.99) 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, 2019 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.

14. CONSOLIDATED FINANCIAL STATEMENTS

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).

15. DIRECTORS AND KMP

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Dipak kumar Poddar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. Since the five year tenure of Mr. Tarun kataria & Mrs. Sangeeta Purushotam, independent directors, are ending before ensuing 38th AGM, their re appointments for the tenure of next five years is proposed. The profile of director seeking reappointment pursuant to Regulation 36 of the (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges is included in the annual report.

Mr. Chandrakant Sharma, Company Secretary of the Company has resigned w.e.f. May 5, 2019 and Mr. Hemalkumar H. Shah has been appointed as a Company secretary w.e.f. June 15, 2019. No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration.

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 6 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.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 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.

17. DECLARATIONS BY INDEPENDENT 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.

18. REMUNERATION POLICY

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 http://poddarhousing.com/wp-content/ uploads/2019/05/Policy-on-Remuneration.pdf

( H in Lacs)

Name of Director Remuner- ation Paid Median Re- muneration Ratio
Mr. Dipak kumar Poddar 29.05 3.78 1:7.68
(Executive Chairman)
Mr. Rohitashwa Poddar 39.17 3.78 1:10.36
(Managing Director)
Mr. Shrikant Tembey 1.35 3.78 1:0.35
(Independent Director)

( H in Lacs)

Name of Director Remuner- ation Paid Median Re- muneration Ratio
Mr. Dilip J. Thakkar 0.60 3.78 1:0.15
(Non-Executive Director)
Mr. Ramakant Nayak 1.20 3.78 1:0.31
(Independent Director)
Mr. Tarun Kataria 0.45 3.78 1:0.12
(Independent Director)
Mrs. Sangeeta Purushottam 0.90 3.78 1:0.24
(Independent Women
Director)

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 9.00%.

The market capitalization of the Company at 31.03.18 was H590.48 cr and at 31.03.19 was at H286.02 cr.

19. DIRECTORS RESPONSIBILITY

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.

20. RELATED PARTY 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 as also 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: http://www.poddarhousing.com. The particulars as required under the Companies Act, 2013 is furnished in "Annexure B" to this report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

22. STATUTORY AUDITORS

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.

23. 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).

Pursuant to the resignation of M/s Nayana Premji Savala, Cost Auditors (Firm Registration No. 100214) for the audit of the cost records, the Company has appointed N Ritesh & Associates, Cost Auditors (Firm Registration No.100675). The Cost Audit Report for FY2018-19 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. 5 of the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

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".

25. CONSERVATION OF ENERGY AND TECHNOLOGIES

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.

26. EXTRACT OF THE ANNUAL RETURN

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

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

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.

28. 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 ANX F of Board Report.

29. EMPLOYEES RELATIONS

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

30. CHANGE IN NATURE OF BUSINESS:

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

31. 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.

32. BOARD COMMITTE

The Company has following mandatory Committees, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. 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.

33. 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.

 

For and on Behalf of the Board

Poddar Housing and Development Limited

(Formerly known as Poddar Developers Limited)

Rohitashwa Poddar Dipak kumar Poddar

 

Managing Director Executive Chairman

(DIN-00001262) (DIN: 00001250)

Place: Mumbai Date: August 12, 2019