CHD Developers Limited
Your Directors are pleased to present their Twenty Seventh Annual Report together withthe Audited Accounts and Financial Statements for the year ended 31 March 2017.
1. FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31st March 2017 areas follows:
|Particulars || |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Net income from operations ||13063.54 ||16931.80 ||1511163 ||18202.49 |
|Profit before Tax Depreciation and Interest ||1909.01 ||2580.44 ||2052.11 ||2758.48 |
|Interest ||902.62 ||970.07 ||946.42 ||1062.61 |
|Depreciation ||216.83 ||248.23 ||222.26 ||252.87 |
|Profit before Tax ||789.55 ||1362.13 ||883.43 ||1443.00 |
|Profit after Tax ||521.75 ||885.23 ||580.72 ||896.46 |
Your Directors are pleased to recommend an equity dividend of @ 5% (Rs. 0.10 perequity share having face value of Rs. 2/- each) for the year ended 31st March 2017subject to the approval of the shareholders at the ensuing Annual General Meeting.
3. Financial Summary or Highlights/Performance Standalone
During the financial year 2016-17 your Company achieved a turnover of Rs. 13063.S4 Lacs(Rs. 16931.80 Lacs in 2015-16) and Net profit (Post tax) for the year 2016-17 stood at Rs.521.75 Lacs (Rs. 885.23 Lacs in 2015-16). The Earning per share (EPS) is 0.46. The Companydoesn't propose to transfer any amount to the general reserves
During the financial year 2016-17 your Company achieved a consolidated turnover of Rs.15111.63 lacs (Rs. 18202.49 Lacs in 2015-16) and Net profit (Post tax) for the year2016-17 stood at Rs. 580.72 Lacs (Rs. 896.46 Lacs in 2015-16). The Earning per share (EPS)is 0.51.
The slow pace of economy is gradually gaining momentum due to results of reforms likedemonetization implementation of Real Estate (Regulation and Development Act) 2016 andstatus of Infrastructure being given to affordable housing and your company is in thisrace with equal vigour and positivity and making all valiant efforts to increase itsbusiness and profitability while reducing costs to the extent possible. The managementexpects reasonable growth & increase in shareholder's value in the years ahead. Duringthe year under review there has been decline in finance cost and expenditure.
There has not been any improvement in the financials due to factors beyond controlOwing to slow down in the whole real estate industry whereas in spite of challengingenvi'onment during the year CHD has still performed exceptionally well on various frontsby way of concentration on the existing projects 8t strenghting its project pipeline andpositioned itself way ahead to other established real estate players
After the period under review the Company initiated adoption of latest technology suchas Aluminium Formwork which shall cut down the project cycle time and construction costand will also improve the quality of construction. By adoption of this technology Brickwork will be minimal.
As Real Estate sector has been battling multifaceted problems marked by slow growthdecreased absorption rates and lower investor confidence and in the mean while year 2016-2017 saw a face of transition couped with reforms like with demonetization and theimplementation of Real Estate (Regulation and Development Act) 2016 and Infrastructurestatus was accorded to affordable housing due to which the industry looks were unsettledhowever all these factors are game changing moves and will open up more institutionalsources for developers to raise funds at a competitive price and will help in improvedgovernance in the sector which in turn will improve consumer confidence. Our brandpresence demonstrated track record and capabilities put the Company in a strong positionand the desired and expected improvement in the real estate industry environment due tothe above said reforms will allow the company to be in a better position in the yearsahead also the Company is always embarking on making its presence in the real estateindustry and has solidified its brand image by sustaining on to its achievements and inthe month of April. 2016 the Company was awarded for Best Customer Satisfaction by GoldenBrick Awards 2016 Dubai for its image and to deliveron time.
4. Share Capital
During the year under review there has been no change in the paid up Equity ShareCapital of the Company and as on 31st March 2017 the paid up Equity Share Capital of theCompany was Rs. 227184572 (Rupees Twenty Two Crores Seventy One Lacs Eighty FourThousand Five Hundred and Seventy Two only)
No shares with differential voting rights stock or sweat equity shares were issued bythe corrpany during the year under review.
In accordance with the provisions cf section 152 of the Companies Act 2013 andArticles of Association of the Company Mr Gaurav Mittal Managing Director of yourCompany retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment subject to the approval of Shareholders of the Company.A brief Resume of Mr. Gaurav Mittal is attached with the Notice of Annual General Meeting.
During the financial year no change took place in the composition of the Board ofDirectors of the Company. However following changes have occurred since close of thefinancial year. After the period under review Mr. Manmohan Singh Kapur and Mrs. ShashiPrabha Passi resigned from the office of Independent Directors on April 13 2017 and May042017 respectively.
Further after the period under review Mrs. Shailly Goel and Mr. Yogesh Kumar Gautamwere appointed as Additional Directors (Category- Independent) of the Company on April132017 and July 212017 respectively to hold office up to the date of ensuing AnnualGeneral Meeting. The Company has received requisite notice in writing proposing theircandidatures for the office of Independent Directors (not liable to retire by rotation) tohold office as such for a period of 5 (five) consecutive years.
The Company has received declarations from all the independent directors of the Companythat they meet the criteria of independence as provided under Section 149(6) of CompaniesAct 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Company has a proper Board Evaluation Framework for performance evaluation ofIndependent Directors Board Non-Independent Directors and Chairman of the Company.Pursuant to this framework a process of evaluation was followed by the Board for its ownperformance and that of its committees and individual directors.
In terms of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of theCompanies Act 2013 the Board carried out an annual evaluation of its own performance andthat of its statutory committees viz. Audit Committee. Stakeholders RelationshipCommittee Nomination Remuneration and Governance Committee and that of individualDirectors.
The Board also assessed the performance and the potential of each of the IndependentDirectors with a view to maximising their contribution to the Board. As envisaged by theAct the Independent Directors at a meeting conducted reviewed the performance of theChairman of the Board. At the same meeting the review of the Executive Directors was alsocarried out.
The Company has also devised a program for familiarization of independent directorswith the Company nature of the industry in which Company operate business model of theCompany and other related matters which has been placed on the website of the Company andcan be accessed at the link http://www.chddevelopers.com/pdf/Familiarization- id.pdf
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 Managenal Personnel andother employees.
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
1. Mr. Rajinder Kumar Mittal-Whole time Director
2. Mr. Gaurav Mittal - Managing Director
3. Mr. Naresh KumarSharma-Chief F nancial Officer
4. Mr. Sachin Kumar- Company Secretary
During the year under review Mr. Sunil Kumar Jindal resigned as Chief Financial Officerw.e.f. 31st day of August 2016 and Mr. Naresh Kumar Sharma joined as Chief FinancialOfficer of the Company w.e.f. 11th day of November 2016.
6. Material Changes Affecting Financial Position of the Company
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate i.e. 31st March 2017 and the date of the Board's Report
7. Auditors Statutory Auditors
The Board of directors on the recommendation of Audit Committee appointed M/s. AMRG& Associates Chartered Accountants as statutory auditors for a period of five yearsfrom the conclusion of 2Gth Annual General Meeting to the Conclusion of the Annual GeneralMeeting to be held for the financial year 2020-2021subject to the ratification ofappointment by the members of the Company at every ensuing Annual General Meeting of th^company. They have confirmed their eligibility to tha effect that their re-appointment ifmade would be within the prescribed limits under the Act and that they are notdisqualified for re-appointment. As required by the provisions of the Companies Act 2013their appointment should be ratified by the members each year at the AGM. Accordinglyrequisite resolution forms part of the notice of the AGM.
The report of the Auditors is self-explanatory and does not contain any qualificationreservation or adverse remark and does not call for any comment.
As per Section 148 of the Companies Act 2013 the Company is required to have theaudit of its cost records conducted by a Cost Accountant in practice. In this connectionthe Board of Directors of the Company has on the recommendation of the Audit Committeeapproved the appointment of M/s. Rahul Jain and Associates. Practicing Cost Accountant asCost Auditors of the Company for conducting Cost Audit of the Company for the financialyear 2017-18 at a remuneration of Ks. bUUUU/- (Rupees f fty thousand only). M/s. RahulJain and Associates has appropriate experience in
the field of cost audit and has conducted the audit of the cost records of the Companyfor the past years.
As per Section 204 of the Companies Act 2013 inter-alia requires to annex with itsBoard's Report a Secretarial Audit Report given by a Company Secretary in practice inthe prescribed form. The Board has appointed M/s. Nitin K. Mishra & AssociatesPracticing Company Secretary as Secretarial Auditor to conduct Secretarial Audit for thefinancial year 2016-17 and their report is annexed to this Board Report as Annexure -C.
8. Management Discussion & Analysis and Corporate Governance Report
The Management's Discussion and Analysis Report and Corporate Governance Report for theyear under review together with a certificate from the Company's Statutory Auditorsconfirming compliance forms part of this Report Your Company is committed to maintainingthe highest standards of Corporate Governance and adhering to Corporate Governancerequirements as set out by Securities and Exchange Board of India. Report on CorporateGovernance report is annexed to this Report as Annexure 'D' and Management Discussion andAnalysis report is separately given underthe Annual Report.
9. Extracts of Annual Return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT.9 is attached asAnnexure 'E*.
10. 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 departures;
The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as :ogive a true and fair view of the state of affairs of the Company at the end of thefinancial 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;
The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
11. Subsidiaries of the Company
As on 31st March 2017 the Company had following subsidiaries all incorporated inIndia:
|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 (Formerly known as CHD ArmaanRealtech Private Limited) ||100 |
|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* |
|SUBS1 DIARIES OF CHD Infra Projects Pvt Ltd. || |
|1. CHD Hospitality Private Limited ||100** |
* A part of total share capital of CHD Elite Realtech Private Limited and CHD BlueberryRealtech Private Limited is held by M/s. CHD Infra Projects Private Limited which itselfis a 100% subsidiary of CH D 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.
The Board has formulated a policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations. 2015 which has been placed on the website ofthe Company and can be accessed at the link: http://www.chddevelopers.com /pdf/Policy-dms.pdf
The company shall provide a copy of the financial statement of its subsidiary companiesto the members of the Company on their request. The financial statement of its subsidiarycompanies will also be kept open for inspection by any members at the registered office ofthe Company during business hours and will also be available on the v/ebsite of theCompany.
Performance and financial position of subsidiaries associates and joint venturecompanies:
As required under SEBILODR and section 129 of the Act the consolidated financialstatements have been prepared by the Company in accordance with the applicable accountingstandards and form part of the Annual Report. A statement containing salient features ofthe financial statements of the subsidiaries is set out in the prescribed form AOC - 1 asrequired under rule of the Companies (Account) Rules 2014 form part of the notes to thefinancial statements.
12. Fixed Deposits
Pursuant to the provisions of the chapter V of the Companies Act 2013 the Company hasaccepted Fixed Deposits and as on 31st March 2017 such deposits stood at Rs. 2961.05 Lacsas against Rs. 2929.27 Lacs at the close of the preceding financial year. There wasunclaimed deposits aggregating Rs. 110000/- pertaining to l(one) depositor as on thatdate. There is no default in repayment of deposits or payment of interest thereon duringthe year.
13. Particulars of Employees and Other Additional Information
The information required under Section 197(12) of the Companies Act 2013 and rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is given inAnnexure 'F' to this report and form part of this Report.
14. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is attached as Annexure G.
15. Listing at Stock Exchange
The Equity Shares of the Company continue to be listed on BSE Limited. The annuallisting fee for the current year has been paid to BSE Limited.
Corporate Social Responsibility (CSR)
Your Company has always laid emphasis on procress with social commitment We believestrongly in our core values of empowerment and betterment of not only the employees butalso our communities. Following this principle the Company had laid the foundation of acomp-ehensive approach towards promoting and facilitating various aspects of oursurrounding communities.
The Board has approved a policy for Corporate Social Responsibility and same has beenuploaded on the website of the Company i.e. www.chddevelopers.com.
|S. No. Particulars ||Details |
|1. A brief outline of the Companies ||Refer Details |
|CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR Policy and projects or programs and the composition of CSR Committee ||asabove |
|2. Average Net Profit of the Company for last three financial years ||1427.52 Lacs |
|3. Prescribed CSR Expenditure (2% of the amount mentioned in item 2 above) ||28.55 Lacs |
|4. Details of CSR spent during the year ||NIL |
|5. Total amount to be spent for the financial year ||28.55 Lacs |
|Amount unspent ||28.55 Lacs |
Reasons for not spending the amountallocated for CSR.
The CSR Committee in its meeting had sanctioned the whole amount as expenditure towardsCSR projects which was to be spent on sectors like Eradicating Hunger poverty &malnutrition promoting preventive healthcare sanitation and safe drinking waterPromoting education Rural Development and Environmental Sustainability but the executiondidn't happen as the quantum of amount was less and it was decided to spent the CSR anountwith the help of NGO and after detailed discussion with no. of NGO's the Company couldnot identify a suitable NGO partner for CSR purpose. However the Company is enceavored toensure full utilization of the allocated CSR budgetand for this the Board of Directorshave decided to spend all the amount unspent in the financial year 2017-18 and shall oeadded to the CSR budget for the Financial Year 2017-18.
During the year the Company has not incurred any expenditure on CSR activities /projects
As at 31st March 2017 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 theCommittee.
During the year under review no changes to place in the composition of audit committeeof thecompany.
Vigil Mechanism 8d 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 8i Ethics Officer which operatesunder the supervision of the Audit Committee as protected disclosures through an e-mailor dedicated telephone line or a written letter. Employees may also report directly to theChairman 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 link http://www.chddevelopers.com/pdf/Whistle-Blower-and-Vigil-Mechanism.pdf
Risk Management Policy
The Board has approved and implemented risk management Policy of the Company includingidentification and element of risks. The Risk Management is overseen by the AuditCommittee of the Company on a continuous basis. The Committee oversees Company's processand policies for determining risk tolerance and review management's measurement andcomparison of overall risk tolerance to established levels. There are no significantelement of risk which in the opinion of the Board may threaten the existence of theCompany However any risks identified will be systematically addressed through mitigatingactions on a continuous basis.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to emp oyees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has inplace an Internal Complaints Committee to inquire into complaints of sexual harassment andrecommend appropriate action. There was no case of sexual harassment reported during theyear under review.
Particulars of contracts or arrangements with related parties
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties as defined under the Companies Act and SEBl LODR Regulationswere in the ordinary course of the business and on an arm's length basis. During the yearthe Company had not entered into any contract/arrangement/transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
Accordingly the disclosures of Relatec Party transactions as required under section 134(3) of the Companies Act 2013 in form AOC -2 is not applicable. Attention of members isdrawn to the disclosures of transactions with related parties as set out in notes toaccounts -Note number 26 forming part of the financial statements
Meetings of Board of Directors
During the year under review 14 (Fourteen) meetings of Board of Directors were held.Further details regarding the Board Meetings have been provided under Corporate GovernanceReport annexed with this Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013
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. 1012 26 and 28 to the standalone financial statements).
Internal Financial Controls and its Adequacy
The Company has in place adequate internal financial controls with reference tofinancial statements and with the size scale and complexity of its business operations.During the year such controls were testec and no reportable material weakness in thedesign or operation was observed.
The scope and functions of Internal Auditor are defined and reviewed by the Auditcommittee. The Internal Auditor reports to the Chairman of the Audit Committee. TheInternal Auditor assesses opportunities for improvement of business processes systems andcontrols to provide recommendations which can add value to the organization.
Transfer to Investor Education and Protection Fund
In compliance with Section 124 of the Companies Act 2013 amount remaining unclaimed inrespect of Interest on matured deposit which was lying unclaimed with the Company wastransferred to the Investor Education and Protection Fund during the financial year2016-17.
The Company has transferred Rs. 16352/- (P. Y. Rs 11308/-) to the Investor Educationand Protection Fund in respect of the financial year 2016-17.
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 who through their continuedsupport and cooperation helped in the Company's progress. The Board also wishes to thankthe shareholders for their unstinted support and acknowledge the hard work dedication andcommitment of the employees.
| ||By order of the Board of Directors |
| ||For CHD Developers Limited |
| ||Sd/- |
|Place: New Delhi ||Rajinder Kumar Mittal |
|Date: August 14 2017 ||(Chairman) |