You are here » Home » Companies » Company Overview » BDR Buildcon Ltd

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

BDR Buildcon Ltd. (BDR) - Director Report

Company director report

To

The Members

The Directors of your Company have pleasure in presenting the 9th Annual Reporttogether with the Audited Statements of Accounts and Auditors Report of your Company forthe financial year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS:

The financial performances of the Company is as follows:
(in Rs.)
PARTICULAR 2018-19 2017-18
Income from:
-Business Operations Nil Nil
-others 4874658 5731572
Total Income 4874658 5731572
Less Interest Nil Nil
Expenses (including other expenses) 611762 572468
Profit before Depreciation 4262896 5159104
Less Depreciation Nil Nil
Profit after depreciation and Interest 4262896 5159303
Less Current Income Tax 15000 230000
Less Previous year adjustment of Income Tax 19366 10120
Net Profit after Tax 4228530 4918984
Balance carried to Balance Sheet 4228530 4918984
Earning per share (Basic) 0.64 0.74
Earning per Share (Diluted) 0.64 0.74

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 2018-19 after tax is Rs. 4228530/- as compared to previousFY 2017-18 is Rs. 4918984/-.

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 OFTHE COMPANY

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.

6. DIVIDEND

To conserve the funds for future business growth your Directors have not recommendedany dividend for the FY 2018-2019.

7. PROPOSED TO CARRY TO RESERVES

The Board has not transferred any amount towards General Reserves for the year underreview.

8. DEPOSITS

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 5 (five) times during the financial year 2018-2019. 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 DURING

THE FINANCIAL YEAR

i. Change in Director

During the year under review there is no change in the directors and Key ManagerialPersonnel of the Company.

ii. Re-appointment

As per provisions of the Companies Act 2013 Mrs. Renu 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 OF

THE 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 THE

COMPANIES 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

Earning: Nil Outgo: Nil

22. AUDITOR AND AUDITOR REPORT

As per section 139 of the Act and the rules made thereunder M/s Sanjay Chopra &Co. Chartered Accountants (Firm Registration No.: 011074N) was appointed as thestatutory Auditor of the Company to hold the office for a period of five consecutive yearsfrom the conclusion of 4th Annual General Meeting of the Company till the conclusion the9th Annual General Meeting to be held in the year 2019.

The company has received a written confirmation from M/s Sanjay Chopra & Co.chartered Accountants for their re-appointment as statutory Auditors that their continuedappointment shall be in accordance with the criteria and provisions as provided undersection 139 and 141 of the Act and rules made thereunder.

The Auditor Report on the financial statements for the financial year ended 31.03.2019does not contain any qualification observation emphasis of matter of adverse remark anddoesn't contain any instances of fraud as mentioned under section 143 of the Act. TheAuditors' Report is enclosed with the financial statement as a part of this Annual Report.

23. 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 2018-2019 in the manner as stated above inforgoing provisions.

The Secretarial Audit Report for the financial year 2018-2019 is appended as Annexure-3which forms part of this Report.

The said Secretarial Auditor's Report does not contain any qualifications reservationsand adverse remarks.

24. AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company comprised of the following members:-

Name of Members Designation
1. Mr. Ishwar Anand Independent Director /Chairman
2. Mr. Udit Barathi Independent Director
3. Mr. Rajesh Gupta Managing Director

The above composition of the Audit Committee consists of independent Directors viz.Mr. Udit Barathi 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.

25. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprised of the followingmembers:-

Name of Members Designation
1. Mr. Ishwar Anand Independent Director /Chairman
2. Mr. Udit Barathi Independent Director
3. Mr. Rajesh Gupta Managing Director
4. Mrs. Renu Gupta Non-Executive Director

During the year under review 1 (one) 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.

26. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprised of 4 (four)Directors which is as follows:

Name of Members Designation
1. Mr. Ishwar Anand Independent Director /Chairman
2. Mr. Udit Barathi Independent Director
3. Mr. Rajesh Gupta Managing Director
4. Mrs. Renu Gupta Non-Executive Director

During the year under review 1 (one) meetings of the Nomination and RemunerationCommittee were held. All Directors Key Managerial Personnel and senior management of theCompany have confirmed compliance with the Code of Conduct applicable to the Directors andemployees of the Company. The Code of Conduct is available on the Company's website. AllDirectors have confirmed compliance with provisions of section 164 of the Companies Act2013.

27. 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.

28. 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.

29. 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.

30. 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 Directors includingthe Chairman of the Board who were evaluated on parameters such as level of engagementand contribution independence of judgement safeguarding the interest of the Company etc.The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

31. 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.

32. COST AUDITORS

Company does not appoint cost auditor as the provisions related to Cost Audit is notapplicable to the Company.

33. 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.

34. 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 2014is not applicable.

35. 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.

36. SHARES

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.

37. 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.

38. 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.

39. ACKNOWLEDGEMENTS

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.

On order of Board of Director For BDR Buildcon Limited

-SD- -SD-
Rajesh Gupta Renu Gupta
Managing Director Director
DIN- 00163932 DIN- 00163749
R/o-B-393 Block-B R/o- B-393 Block-B
New Friends Colony New Friends Colony
New Delhi-110025 New Delhi-110025

Date: 20.05.2019

Place: New Delhi