To The Members
CHD Developers Limited
Your Directors are pleased to present their Twenty Fifth Annual Report together withthe Audited Accounts and Financial Statements for the year ended March 312015.
1. Financial Results
The summarised financial results of the Company for the year ended March 312015 are asfollows:
| || ||(Amount in ' Lacs) |
| ||Current Year ended 31.03.2015 ||Previous Year Ended 31.03.2014 |
|Net income from operations ||23320.68 ||31080.97 |
|Profit before Tax || || |
|Depreciation and Interest ||3022.52 ||3840.23 |
|Interest ||1547.83 ||1993.32 |
|Depreciation ||267.57 ||139.45 |
|Profit before Tax ||1207.12 ||1707.47 |
|Profit after Tax ||788.58 ||1145.99 |
Keeping in view need to conserve resources for growth of the Company your Directorsare constrained not to recommend any dividend for the year under review.
Your Company achieved a turnover of ' 23322.48 Lacs during the current financial year(? 31164.21 Lacs in 2013-14) and Net profit (Post tax) for the year 2014-15 stood at'788.58 Lacs (' 1145.99 Lacs in 2013-14). The Earning per share (EPS) is 0.69. The Companydoesn't propose to carry any amount to the reserves.
The subdued financials were largely due to factors beyond our control. Owing to delayin receipt of regulatory clearances consequence of the Central and State elections inHaryana progress of ongoing projects and launch of new projects was delayed. As a resulttotal revenue and net profit for the year has gone down as compared to the previous year.
Inspite of challenging environment during the year CHD has still performedexceptionally well on various fronts right from launching of new projects makingsubstantial bookings in such new projects to solidifying its brand image.
During the year 2014-15 we successfully sold 8.24 Lacs Sq.ft. area having a salablevalue of ' 38835.53 Lacs. In a sector marked by fluctuating timelines CHD hassuccessfully built a brand image of a builder who delivers on time. In the present yearCHD has launched new projects namely CHD Vann Group Housing Project at Gurgaon and CHDKarnal Homes Affordable Group Housing at Karnal (Under Affordable Housing Policy 2013 ofHaryana Government). Also considering the new regulations likely to be brought in andfuture scalability scope of the industry CHD has already put the required systems inplace to leverage those benefits in coming years.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Gaurav Mittal Managing Director of your Company retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment subject to the approval of Shareholders of the Company. A brief Resume ofMr. Gaurav Mittal is attached with the Notice of Annual General Meeting. Mr. M. P GoelIndependent Director of the Company passed away in April 2014. The Board places on recordits deep appreciation for the valuable contribution made by him during his tenure asDirector of the Company.
During the year under review members of the Company approved the appointment of Mr.Pran Nath and Mr. M. S. Kapur as independent directors of the Company for a term of 5years who are not liable to retire by rotation.
Further pursuant to the provisions of Section 149 and 161 of the Companies Act 2013and Clause 49 of the Listing Agreement Board of Directors approved the appointment ofMrs. Shashi Prabha Passi as Additional Director of the Company (Woman-Independent-Non-Executive Director) in their meeting held on October 05 2014. Yourdirectors propose the appointment of Mrs. Passi under provisions of Section 149 and 152 ofthe Companies Act 2013 at the ensuing annual general meeting.
Company has received notice from member of the Company proposing the candidature ofMrs. Shashi Prabha Passi for Directorship of the Company.
The Company has received declarations from all the independent directors of the Companythat they meet the criteria of independence as provided under the Companies Act 2013 andListing Agreement.
The Company has devised a Board Evaluation Framework for performance evaluation ofIndependent Directors Board NonIndependent Directors and Chairman of the Company.Pursuant to this framework a process of evaluation was followed by the
Board for its own performance and that of its committees and individual directors.
The Company has also devised a program for familiarization of independent directorswith the Company nature of the industry in which Company operates business model of theCompany and other related matters which has been placed on the website of the Company andcan be accessed at the link https:// www.chddevelopers.com/investors-conduct.asp.
Following policies of the Company are attached herewith as Annexure A' and Annexure 'B'respectively:-
i. Board Evaluation Framework; and
ii. Nomination & Remuneration Policy for Directors Key Managerial Personnel andother employees.
5. Key Managerial Personnel
In accordance with the provisions of Section 203 of the Companies Act 2013 Mr. SunilKumar Jindal Chief Financial Officer of the Company was appointed as Key ManagerialPerson of the Company w.e.f. May 212014.
M/s. Mohan & Mohan Chartered Accountants the Auditors of the Company hold officeuntil the conclusion of the 26th Annual General Meeting subject to the ratification ofappointment by the members of the Company at each Annual General Meeting. Your directorshave proposed the ratification of appointment of auditors at the ensuing Annual GeneralMeeting.
The report of the Auditors is self-explanatory and does not contain any qualificationreservation or adverse remark and does not call for any comment.
M/s JMS & Co. Practicing Cost Accountant was appointed by the Board of Directorsfor conducting the audit of cost records of the Company for its "construction"activities for the financial year 2014-15.
Mohd. Nazim Khan Practicing Company Secretary was appointed by the Board of Directorsfor conducting the secretarial audit of the Company for the financial year 2014-15. Thesecretarial audit report for the financial year 2014-15 is annexed herewith as Annexure'C' to this report. The Secretarial Audit Report doesn't contain any qualificationreservation or adverse remark.
7. Corporate Governance
Corporate Governance report is annexed to this Report as
Annexure 'D' and Management Discussion and Analysis report is separately given underthe Annual Report.
8. Extracts of Annual Return
Extracts of Annual Return of the Company is annexed to this Report as Annexure 'E'.
9. Directors' Responsibility Statement
As required by the provisions of section 134 (3)(c) of the Companies Act 2013 theDirectors confirm that:
In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation to material departure;
The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for the year under review.
The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
The Directors have prepared the annual accounts on a going concern basis.
The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
i The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
10. Subsidiaries of the Company
As on March 312015 the Company had following subsidiaries all incorporated in India:Direct Subsidiaries
|S. No. ||Name of the Company ||% Holding |
|1. ||Golden Infracon Private Limited ||100 |
|2. ||CHD Facility Management Private Limited ||100 |
|3. ||CHD Infra Projects Private Limited ||100 |
| ||(Formerly known as CHD Armaan Realtech Private Limited) || |
|4. ||Empire Realtech Private Limited ||100 |
|5. ||International Infratech Private Limited ||100 |
|6. ||Delight Spirits Private Limited ||100 |
|7. ||CHD Elite Realtech Private Limited ||100* |
|8. ||CHD Blueberry Realtech Private Limited ||100* |
| ||SUBSIDIARIES OF CHD Infra Projects Private Limited || |
|1. ||CHD Hospitality Private Limited ||100** |
* A part of total share capital of CHD Elite Realtech Private Limited and CHDBlueberry Realtech Private Limited Is held by M/s CHD Infra Projects Private Limitedwhich itself is a 100% subsidiary of CHD Developers Limited.
** CHD Hospitality Private Limited is a 100% Subsidiary of CHD Developers Limitedthrough CHD Infra Projects Private Limited which holds 99.71 % shareholding of CHDHospitality Private Limited.
During the year 2014-15 following companies cease to be subsidiaries of CHD DevelopersLimited:-
1. Divine Townships Private Limited
2. Horizon Realtech Private Limited
3. CHD Retirement Townships Private Limited
4. CHD Energy Private Limited
During the year 2014-15 following company cease to be Associate of CHD DevelopersLimited:- 1. CHD Agro Products Private Limited
The Board has formulated a policy on material subsidiary of the Company which has beenplaced on the website of the Company and can be accessed at the link: https://www.chddevelopers.com/investors-conduct.asp.
11. Fixed Deposits
Pursuant to the provisions of the chapter V of the Companies Act 2013 the Company hasaccepted Fixed Deposits from the members of the Company and as on March 31 2015 suchdeposits stood at ' 1912.66 Lacs as against ' 3017.92 Lacs at the close of the precedingfinancial year. There were unclaimed deposits aggregating ' 1003495/- pertaining to 66depositors as on that date. There is no default in repayment of deposits or payment ofinterest thereon during the year.
12. Particulars of Employees and Other Additional Information
The information required under Section 197(12) of the Companies Act 2013 and rule 5(2)and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure 'F' to this report and form part of this Report.
13. Other Information
A Statement pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013read together with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto andforms part of this Report in Annexure 'G.
14. Listing at Stock Exchange
The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange.The annual listing fees for the current year has been paid to the Bombay Stock Exchange.
15. Signing of Notice Balance Sheet Profit and Loss A/C and Directors Report etc.
This is to inform you that the Company has approved and authenticated its AuditedFinancial Results for the year ended March 312015 in the Board meeting duly held on May29 2015 which is well within the statutory time limits as prescribed in the CompaniesAct 2013 and Listing Agreement.
Corporate Social Responsibility (CSR)
The Company has formed a CSR Committee under the provisions of Section 135 of theCompanies Act 2013 and Listing Agreement which comprises of Mr. Rajinder Kumar Mittal(Chairman) and Mr. Gaurav Mittal and Mr. Pran Nath as other members. CSR Committee hasformulated and recommended to the Board a CSR Policy indicating the activities to beundertaken by the Company which has been approved by the Board. The CSR Policy has beenplaced on the website of the Company and can be accessed at the link https://www.chddevelopers.com/investors-conduct.asp.
During the year the Company has spent ' 27.50 Lacs around 2.11% of the average netprofits of last three financial years on CSR activities. The details of CSR activities aregiven under Annexure H
The Audit Committee of the Company comprises of Mr. Pran Nath (Chairman) Mr. M.S.Kapur and Mr. Rajinder Kumar Mittal as other members of the Committee.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism and Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be reported to the Vigilance & Ethics Officer whichoperates under the supervision of the Audit Committee as protected disclosures through ane-mail or dedicated telephone line or a written letter. Employees may also reportdirectly to the Chairman of the Audit Committee.
The Whistle Blower Policy and Vigil Mechanism have been placed on the website of theCompany and can be accessed at the linkhttps://wwW'ChddeveloperS'Com/investors-conduct'asp'
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to RelatedParty Transactions. The policy envisages the procedure governing the materiality ofRelated Party Transactions and dealing with Related Party transactions required to befollowed by Company to ensure compliance with the Law and Regulation. Related PartyTransaction Policy has been placed on the website of the Company and can be accessed atthe link: https://www.chddevelopers.com/investors- conduct.asp.
Contracts and Arrangements with Related Parties
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of the business and on an arm'slength basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Companies Act 2013read with Rules made thereunder.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board has been placed on the website of the Company.
Your directors draw attention of the members to Note No. 25 of financial statementswhich sets out related party disclosures.
Meetings of Board of Directors
During the year under review 13 (thirteen) meetings of Board of Directors were held.Further details regarding the Board Meetings have been provided under Corporate GovernanceReport annexed with this Report.
Particulars of Loan given Investments made Guarantee given and Security Provided
Particulars of loan given investments made guarantees given and securities providedalong with the purpose for which loan guarantee or security is proposed to be utilized bythe recipient are provided in standalone financial statements (please refer note no. 101125 and 27 to the standalone financial statements.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-
i. Neither the Managing Director nor the Whole Time Director of the Company receive anyremuneration or commissions from any of its subsidiaries
ii. No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and company's operations in future.
Your Directors place on record their appreciation of the support extended by itsemployees Bankers Customers and various Government Agencies. The Board also wishes tothank the shareholders for their unstinted support.
| ||By order of the Board of Directors |
| ||For CHD Developers Limited |
| ||Sd/- |
|Place : New Delhi ||Rajinder Kumar Mittal |
|Date : May 29 2015 ||(Chairman) |