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The Directors take pleasure in presenting the Thirty Sixth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2018.
HIGHLIGHTS OF PERFORMANCE
? Consolidated income for the year decreased to RS.3511.01 Lacs as compared to RS.6024.21 lacs in March 31, 2017;
? Consolidated Profit/(Loss) after tax for the year was H(698.24) lacs as compared to Profit/(Loss) RS.397.52 Lacs in March 31, 2017;
|1. FINANCIAL RESULTS||( H In Lacs)|
|Profit/ (loss) before taxation||(706.99)||(10.14)||(1015.18)||307.48|
|Provision for taxation|
|Less: minority interest||0||0||0||0|
|Net profit after tax||(444.66)||14.31||(748.10)||222.11|
|Other comprehensive income for the year, net of tax||44.89||168.71||49.86||175.41|
|Other comprehensive income for the year, net of tax||(399.77)||183.02||(698.24)||397.52|
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 - Fifirst 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.
During the financial year the Company has incurred operating losses due to delay in launch of its projects. The Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of RS.1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2018 from the retained earnings. The total dividend outgo including tax thereon will be RS.114.02 Lacs (Previous Year RS.114.02 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, 2018 also The Company has not created Debenture Redemption Reserve due to the said reason.
4. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 was RS.6,31,54,000 (face value RS.10 each). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.
5. NON CONVERTIBLE DEBENTURES
On 13 March, 2018, the Company had issued and allotted 1,00,000 (One Lakh) secured, redeemable non-convertible debentures of the Company each bearing a face value of RS.10,000/- (Rupees Ten Thousand only) aggregating to RS.100,00,00,000/- (Rupees One Hundred Crores only) on private placement basis.
Cash and cash equivalent as at 31st March 2018, was RS.1,011.94 Lacs and Investment in Mutual Funds as at 31st March 2018, was RS.7,146.33 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.
The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.
8. 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.
9. PERFORMANCE DURING THE YEAR
During the year the Company has successfully completed the construction of its one project known as Samruddhi Evergreens Badlapur IV-A, located at Badlapur. Also, during the financial year the Company has launched sales of its 1st Mumbai City bound project known as Poddar Spraha Diamond located at Chembur (Maha RERA No. P51900002986). The Company is in the process of obtaining relevant approvals for its other upcoming project at Badlapur, Kalyan Mharal, Kalyan Tisgaon, Kandivali and hence no additional project is being launched during the financial year ended 31 March 2018. The Company is expecting to launch few of its above mentioned project towards the end of Q2 / mid of Q3 of financial year 2018 - 19.
During the financial year the Company has incurred operating loss of RS.399.77 Lacs. The said operating loss has been incurred is mainly due to lower operations / sales by the Company. Also, during the year the Company had incurred additional marketing spend of approx. RS.150 lacs for launch of Project Poddar Spraha Diamond at Chembur. The overall interest cost is increased by RS.130 lacs (part of the funds being raised from HDFC Capital Affordable Housing Fund) due to additional funds being raised and the deployment is in process. Also, the increase in onetime legal and professional fees expenses of about RS.150 lacs on account of fund raising, legal fees for Badlapur and Bhivpuri project, etc.
10. CORPORATE SOCIAL RESPONSIBILITY
As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene.
During the year the Company has taken CSR initiative which is mainly focused on promoting education. In this connection the Company during the year under consideration made donations of RS.55.50 Lacs, including the unspent amount RS.19.34 lacs of last year. A detailed list of the contributions made is annexed herewith as "Annexure A".
11. 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.
12. 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.
13. 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 & 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 2017-18
- No of complaints received: NIL
- No of complaints disposed off: NIL
14. SUBSIDIARY COMPANY
The Company has one subsidiary and a Joint Venture Company viz. as follows:
1. Poddar Habitat Private Limited
2. Viva Poddar Housing Private Limited
The salient financial statements of the subsidiaries are given herein below:
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:
|( Rs. in Lacs)|
|Name of the Subsidiary||Poddar Habitat Private Limited||Viva Poddar Housing Private Limited|
|Reporting period for the subsidiary||1st April 2017- 31st March 2018||1st April 2017- 31st March 2018|
|Reporting Currency||INR ()||INR ()|
|Reserve and Surplus||81.11||0.00|
|Profit before Taxation||(307.76)||Nil|
|Provision for Taxation||4.97||Nil|
|Profit after Taxation||298.04||Nil|
|% of shareholding||100%||50%|
The audited financial statements, the Auditors Report thereon and the Boards Report for the year ended 31st March, 2018 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. Dilip J Thakkar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment and Mr. Rohitashwa Poddar re-appointed as Managing Director of the Company. 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.
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
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.
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.
18. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.
2. The percentage increase in the remuneration of the Chief Financial Office and Company Secretary, Key Managerial Persons (KMP) in the financial year was 5.00% and 5.00% respectively.
3. The percentage increase in the median remuneration of employees in the financial year: 5.00%.
4. Average percentage increase in salaries of non-managerial employees was 5.00% as compared to average percentage increase in managerial remuneration which was 5.00%.
5. Number of Permanent employees on the rolls of the company as on March 31, 2018: 140 Nos.
6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration
|( Rs. in Lacs )|
|Name of Director||Remuneration Paid||Median Remuneration||Ratio|
|Mr. Dipak Kumar Poddar (Executive Chairman)||29.46||3.78||1:7.39|
|Mr. Rohitashwa Poddar (Managing Director)||38.96||3.78||1:10.30|
|Mr. Shrikant Tembey (Independent Director)||1.95||3.78||1:0.51|
|Mr. Dilip J. Thakkar (Non-Executive Director)||0.75||3.78||1:0.20|
|Mr. Ramakant Nayak (Independent Director)||1.95||3.78||1:0.51|
|Mr. Tarun Kataria (Independent Director)||0.75||3.78||1:0.20|
|Mrs. Sangeeta Purushottam (Independent Women Director)||1.05||3.78||1:0.27|
7. 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 for the year is 5.00%.
8. Variation in Market capitalization
|Price earning Ratio as on 31st March 2018:||(6.33)|
|Price earning Ratio as on 31st March 2017:||2.90|
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, 1956 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 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. Your directors recommend to ratify the appointment of M/s. Bansal Bansal & Company, Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 35th Annual General Meeting, until the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2022.
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 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).
For FY 2017-2018, the Company propose to appoint M/s Nayana Premji Savala, Cost Auditors (Firm Registration No. 100214) for the audit of the cost records. The Cost Audit Report for FY2017-18 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 Nayana Premji Savala, 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
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 the Corporate Governance Report.
29. EMPLOYEES RELATIONS
The employees relation at all levels and at all units continued to be cordial during the year.
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)|
|Place: Mumbai||Dipak Kumar Poddar|
|Date: May 18, 2018||Executive Chairman|
FORM NO. AOC 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:
1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS LENGTH BASIS
The Company has not entered into any transaction which is not on arms length basis.
2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARMS LENGTH BASIS: (HIn Lacs)
|Name of the party with which contract is entered into||Principal terms and conditions||Date of Approval||Amount paid as|
|Janpriya Traders Limited||Office space on Lease||Monthly||1.60||12-05-2014||NIL|
|Brite Merchants Limited||Office space on Lease||Monthly||1.60||12-05-2014||NIL|
|Poddar Amalgamated Holdings||Office space on Lease||Monthly||1.60||12-05-2014||NIL|
|Poddar Shikshan Sanstha||Land space on Lease||Monthly||0.50||11-08-2014||NIL|
|For and on behalf of the Board of Directors|
|Dipak Kumar Poddar|
|Date: May 18, 2018||DIN: 00001250|
TO THE DIRECTORS REPORT
A CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with the Rules 8(3) of the Companies (Account) Rules, 2014.
|A. FOREIGN EARNINGS & OUTGO|
|2017-2018 (Rs. Lacs)||2016-2017 (Rs. Lacs)|
|a) Total Earning for Foreign Exchange|
|FOB Value of Exports||NIL||NIL|
|b) Total Outgo in Foreign Exchange|