BDR Buildcon Ltd.
|BSE: 532681||Sector: Infrastructure|
|NSE: BDR||ISIN Code: INE766Q01014|
|BSE 05:30 | 01 Jan||BDR Buildcon Ltd|
|NSE 05:30 | 01 Jan||BDR Buildcon Ltd|
|BSE: 532681||Sector: Infrastructure|
|NSE: BDR||ISIN Code: INE766Q01014|
|BSE 05:30 | 01 Jan||BDR Buildcon Ltd|
|NSE 05:30 | 01 Jan||BDR Buildcon Ltd|
The Directors of your Company have pleasure in presenting the 10th AnnualReport together with the Audited Statements of Accounts and Auditors Report of yourCompany for the financial year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company is as follows:
2. REVIEW OF PERFORMANCE
The Company is engaged in the business of all kinds of real estate projects primarilyrelating to the residential sector since incorporation.
During the year under review the following is the performance review of the company:
1. Net profit for the FY 2019-20 after tax is Rs. 4835266/- as compared to previousFY 2018-19 is Rs. 4228530/-.
3. CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no material changes in the nature of businessof the Company and it would continue to operate in overall real estate projects primarilyrelating to the residential sector.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
Your Directors further state that there were no material changes and commitmentsaffecting the financial occurred between the ends of the financial year to which thesefinancial statements relate and the date of this report.
5. SHARE CAPITAL
During the year there is no change in the share capital of the Company.
To conserve the funds for future business growth your Directors have not recommendedany dividend for the FY 2019-20.
7. PROPOSED TO CARRY TO RESERVES
The Board has not transferred any amount towards General Reserves for the year underreview.
The Company has neither invited nor accepted any deposits from the public during thefinancial year. There is no unclaimed or unpaid deposit lying with the Company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared in previous years the provisions of Section 125of the Companies Act 2013 do not apply.
10. STOCK EXCHANGE & LISTING FEES
Company's Equity Shares at present are listed at NSE ITP Emerge. It may be noted thatthere are no payment outstanding to the Stock Exchange by way of listing fees etc.
11. NUMBER OF BOARD MEETING
The Board of Directors has met 8 (Eight) times during the financial year 2019-20. Noneof the two Board meeting have a gap of more than 120 days between them.
12. ORDERS PASSED BY REGULATORS/COURTS
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of Companies Act 2013.
14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURINGTHE FINANCIAL YEAR
i. Change in Director
During the year under review there is no change in the directors and Key ManagerialPersonnel of the Company.
As per provisions of the Companies Act 2013 Mr. Rajesh Gupta Director retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re-appointment.
15. DECLARATION OF INDEPENDENCE
The company has received necessary declarations from all the Independent Directors thatthey meet the criteria of Independence laid down in section 149(6) of the Act andRegulation 16(1)(b) of the Listing Regulations and that they are not aware of anycircumstances or situation which exist or may be reasonably anticipated which couldimpair or impact their ability to discharge their duties with an objective of Independentjudgment and without any external influences.
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
Risk Management is an integral part of the Company's business strategy. The Boardreviews compliance with risk policies monitors risk tolerance limits reviews andanalyzes risk exposure related to specific issues and provides oversight of risk acrossthe organization. The Board nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company.
17. ANNUAL RETURN
In terms of provisions of Section 92 and 134 of the Act an extract of Annual Return inprescribed format is annexed to this Report as Annexure -2 and the copy ofannual return is placed on the website of the Company at the web-linkhttp://www.bdrbuildcon.com/default.aspx.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loan and guarantee made by the Company under Section 186 of the CompaniesAct 2013 during the Financial Year under review. However Company has not made anyinvestment for the period under review.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the financial year under review.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be given pursuant to Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 do not apply to ourCompany.
21. FOREIGN EXCHANGE EARNINGS AND OUTGO
22. SECRETARIAL AUDITOR
Pursuant to section 179 and 204 of the Act and rules made thereunder M/s Kanishk Arora& Co. practicing Company Secretaries (Membership Number: 9575 / Certificate ofPractice No.: 13253) was appointed as a Secretarial Auditor to conduct the secretarialaudit of the Company for the financial year 2019-20 in the manner as stated above inforgoing provisions.
The Secretarial Audit Report for the financial year 2019-20 is appended as Annexure-3which forms part of this Report.
The said Secretarial Auditor's Report does not contain any qualifications reservationsand adverse remarks.
23. AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee of the Company comprised of the following members:-
The above composition of the Audit Committee consists of independent Directors viz.Mr. Rajinder Parsad Sharma and Mr. Ishwar Anand who form the majority.
The Company Secretary functions as Secretary to the Committee.
During the year under review 4 (four) meetings of the Audit Committee were held. Thegap between two Audit Committee Meetings did not exceed one hundred and twenty days asprescribed in the Listing Regulations.
The Company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company.
The Whistle Blower Policy is available on the Company's website.
24. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company comprised of the followingmembers:-
During the year under review 3(Three) meetings of the Stakeholders RelationshipCommittee were held. The gap between two Audit Committee Meetings did not exceed onehundred and twenty days as prescribed in the Listing Regulations.
25. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprised of 4 (four)Directors which is as follows:
During the year under review 2 (Two) meetings of the Nomination and RemunerationCommittee were held.
All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website. All Directors haveconfirmed compliance with provisions of section 164 of the Companies Act 2013.
26. REMUNERATION POLICY
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the Company's website.
27. HUMAN RESOURCE MANAGEMENT & SAFETY
During the financial year the Company had cordial relations with workers staff andofficers. Company believes in empowering its employees through greater knowledge teamspirit and developing greater sense of responsibility.
28. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 is not applicable to the Company.
29. EVALUATION OF THE BOARD'S PERFORMANCE
The Companies Act 2013 mandates formal annual evaluation by the Board of its ownperformance and that of its committees and Individual Directors. Schedule IV to theCompanies Act 2013 provides that the performance evaluation of Independent Directorsshall be done by the entire Board of Directors excluding the Directors being evaluated.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualevaluation of performance of Directors individually Board as a whole and followingCommittees of the Board of Directors.
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit and Nomination and Remuneration Committee.
An exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof the Secretarial Department. The Directors expressed their satisfaction with theevaluation process.
30. INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS
The Company has adequate internal control systems and procedures designed toeffectively control the operations. The internal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements. The Company has well designed Standard Operating Procedures.
M/s Naveen Upadhyaya & Associates Chartered Accountant has been appointed inCompany for the purpose of Internal Audit.
Independent Internal Auditor conducts General Accounting & Statutory Compliancewith specified standards. Planned periodic reviews are carried out by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeof the Board of Directors.
The Audit Committee also met the company's Statutory Auditors to ascertain their viewson the financial statements including the Financial Reporting Systems Compliance toAccounting Policies and Procedures the adequacy and effectiveness of the InternalControls and Systems followed by the Company.
31. COST AUDITORS
Company does not appoint cost auditor as the provisions related to Cost Audit is notapplicable to the Company.
32. PARTICULARS OF REMUNERATION AND EMPLOYEES
Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 regarding directors and employees is given in Annexure-4.
33. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Company does not have any subsidiary joint ventures and associate Companies within themeaning of the Companies Act 2013. Therefore the disclosure of particulars with respectto information related to performance and financial position of the Subsidiaries jointventures or associate
Companies subject to rule 8(1) of Companies (Accounts) Rules 2014 is notapplicable.
34. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
1. Names of companies which have become to be its Subsidiaries joint ventures orassociate companies during the year: N.A.
2. Names of companies which have ceased to be its Subsidiaries joint ventures orassociate companies during the year: N.A.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
36. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as Annexure- 5 to this Board Report.
Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.