CHD Developers Limited
Your Directors are pleased to present their Twenty Eighth Annual Report together withthe Audited Accounts and Financial Statements for the year ended 31st March 2018.
1. Financial Results
The summarized financial results of the Company for the year ended 31st March 2018 areas follows:
|Particulars ||Standalone ||Consolidated |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Revenue from operations ||13251.04 ||13144.29 ||14999.37 ||15287.70 |
|Profit before Tax Depreciation ||1246.12 ||1987.94 ||1279.66 ||2131.05 |
|and Interest || || || || |
|Interest ||963.00 ||973.57 ||965.45 ||1017.37 |
|Depreciation ||199.27 ||216.84 ||203.69 ||222.26 |
|Profit before Tax ||83.85 ||797.53 ||110.52 ||891.42 |
|Profit after Tax 104.28 521.75 ||131.85 ||580.73 |
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.
3.Financial Summary or Highlights / Performance
During the financial year 2017-18 your Company achieved a turnover of Rs. 13251.04 Lacs(Rs. 13144.29 Lacs in 2016-17) and Net profit(Post tax) for the year 2017-18 stood at Rs.104.28 Lacs (Rs. 521.75 Lacs in 2016-17). The Earning per share (EPS) is 0.08. The Companydoesn't propose to transfer any amount to the general reserves.
During the financial year 2017-18 your Company achieved a consolidated turnover of Rs.14999.37 lacs (Rs. 15287.70Lacs in 2016-17) and Net profit (Post tax) for the year 2017-18stood atRs. 131.85 Lacs (Rs. 580.73 Lacs in 2016-17). The Earning per share (EPS) is 0.11.
There has not been any improvement in the financialsdue to factors beyond control Owingto slow down in the whole real estate industry whereas in spite of challengingenvironment during the year CHD has still performed exceptionally well on various frontsby way of concentration on the existing projects & strengthening its project pipelineby launching its new project "CHD Green Park Residences" and positioned itselfway ahead to other established real estate players.
In this weak real estate market Company's maintained its performance as total turnoverstood at Rs.. 132.51 Crores in the financial year 2017-18 better than previous yearturnover ofRs. 131.44 Crores in 2016-17. During the year the overall real estate marketremained subdued. However there are signs of revival of economy which will benefit realestate sector
During the year under review your Company further strengthened its presence and imageby launching its new project" CHD Green Park Residences" part of its integratedtownship CHD City Karnal. Spread over a land parcel of 40 Acres approximately of13.29 Acres
+ 11.90 Acres + 14.38 Acres Green Park Residences offers English living experienceright in the city of Karnal located on NH-44(GT Road Karnal). This new project is ananother milestone to already existing legacy of CHD group in Karnal built over a periodof 10 years of hard work commitment and dedication and launched under Deen Dayal Jan AwasYojana the Affordable housing policy of Haryana Government for low and medium potentialtowns. Haryana Government has also given many relaxations under the scheme to make thescheme more affordable by reducing the license fees and EDC charges waive off IDC andconversion charges. Further we would also be eligible to take tax incentive under thisscheme and also interest subsidy under Pradhan Mantri Awas yojana (PMAY). Presently wehave launched our first phase of 13.29 acre which comprises of 867 units with totalestimated revenue of approximately Rs. 145 crores.We will launch the further phases as andwhen considered appropriate depending upon the market demand and supply factor. With thislaunch of CHD Green Park Residences we assure to provide people of Karnal luxuriousliving at a very affordable price. This project has strengthened our project pipeline andwill drive Company performance.
Our brand presence demonstrated track record and capabilities put the Company in astrong position and the desired and expected improvement in the real estate industryenvironment will allow the company to be in a better position in the years ahead. TheCompany is always embarking on making its presence in the real estate industry and hassolidified its brand image by sustaining on to its achievements
4. Share Capital
During the year under review the company raised funds through Preferential issue by wayof issue and allotment of 1.5 crores Equity Shares of Face Value Rs. 2/- each and 4.5crores warrants convertible into equivalent no. of equity shares of Face Value Rs.2/-each consequently as on 31st March 2018 the paid up Undiluted
Equity Share Capital of the Company in comparison to last financial year has increasedfrom Rs. 227184572 (Twenty Two Crores Seventy One Lacs Eighty Four Thousand FiveHundred and Seventy Two only) divided into 113592286 equity shares of Rs. 2/- each toRs. 257184572 (Twenty Five Crores Seventy One Lacs Eighty Four Thousand Five Hundredand Seventy Two only) divided into 128592286 equity shares of Rs. 2/- each
During the financial year 2017-18 the authorized share capital of the Company increasedfrom Rs. 235000000 (Rupees Twenty Three Crore Fifty Lacs only) to Rs. 355000000(Rupees Thirty Five Crore Fifty Lacs only) .
No shares with differential voting rights stock or sweat equity shares were issued bythe company during the year under review.
5. Secretarial Standards
The Board confirms that during the period under review the
Company has complied with all applicable secretarial standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively issued by the Institute Of Company Secretaries Of India.
6. Reporting Of Frauds By Auditors
During the year under review neither statutory auditors nor the secretarial auditorhas reported to the audit committee under Section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the company by its officers or employees the detailsof which would be required to be mentioned in the Board's Report.
In accordance with the provisions of section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Rajinder Kumar Mittal Whole Time Director ofyour Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment subject to the approval of Shareholders of the Company.A brief resume of Mr. Rajinder Kumar Mittal is attached with the Notice of Annual GeneralMeeting.
During the financial year following changes took place in the composition of the Boardof Directors of the Company:
Mr. Manmohan Singh Kapur and Mrs. Shashi Prabha Passi Independent directorsresigned from the position on April 13 2017 and May 04 2017 respectively.
Mrs. Shailly Goel was appointed as an Additional Director (Category-Independent) of the Company on April 13 2017 and was regularized in the Annual GeneralMeeting held on 29th September 2017.
Mr. Yogesh Kumar Gautam who was appointed as Additional Director (Category-Independent) of the Company on July 21 2017 and was regularized in the Annual GeneralMeeting held on 29th September 2017 and subsequently resigned from the office ofdirector on October 25 2017.
Mr. Sunil Kumar Sachdeva was appointed as Additional Director (Category-Independent) on October 25 2017.
Further after the period under review Mrs. Shalu Varshney was appointed as AdditionalDirector (Category- Independent) of the Company on April 11 2018 to hold office up to thedate of ensuingAnnual General Meeting However Mrs. Shailly Goel Independent Directorresigned from the directorship on April 11 2018.
The Company had received requisite notice in writing and recommendation from Nominationand Remuneration Committee proposing the candidatures of Additional Directors namely Mr.
Sunil Kumar Sachdeva and Mrs. Shalu Varshney for the office of Independent Directors(not liable to retire by rotation) to hold office as such for a period of 5 (five)consecutive years.
Declaration by Independent Directors of The Company has received declarations fromall the independent directors of the Company that they meet the criteria of independenceas provided under Section 149(6) of Companies Act 2013 and Regulation 16 (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of Directors on various parameters. Companies Act 2013 states that aformal annual evaluation needs to be made by the Board on its own performance and that ofits Committees Chairman of the Board and Individual Directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent Directors shallbe done by the entire Board of Directors excluding the Directors being evaluated. TheCompany has a proper Board Evaluation Framework for performance evaluation of IndependentDirectors Board Non-Independent Directors and Chairman of the Company. Pursuant to thisframework a process of evaluation was followed by the Board for its own performance andthat 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 and Remuneration Committee and that of individual Directors.
The Board also assessed the performance and the potential of each of the IndependentDirectors with a view to maximizing 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.pdfFollowing policies of the Company are attached herewith as Annexure A' and AnnexureB' respectively:-Board Evaluation Framework; and Nomination & RemunerationPolicy for Directors Key Managerial Personnel and other 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 Kumar Sharma Chief Financial Officer
4. Mr. Sachin Kumar Company Secretary
8. Material Changes Affecting Financial Position of the Company
No material changes or commitments affecting the financial position of the Companyhave occurred during the financial year to which the financial statement relates i.e. fromApril 01 2017 to March 31 2018 and up to the date of the Board's Report.
M/s. AMRG & Associates Chartered Accountants was appointed as statutory auditorsin the Annual General Meeting of the Company held on 24th September 2016 for a period offive years in terms of the provisions of Section 139(2) of the Companies Act 2013 readwith Rules made thereunder. The Auditors will hold office Until the Conclusion of theAnnual General Meeting to be held for the financial year 2020-2021 subject to theratification of appointment by the members of the Company at every ensuing Annual GeneralMeeting of the company. They have confirmedtheir eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and thatthey are not disqualified for re appointment.
In terms of the provisions of Section 139(1) of the Companies Act 2013 it was requiredto ratify the appointment of Statutory Auditor every year by the shareholders of theCompany during the tenure of appointment. Further due to notification of some of theprovisions of the Companies (Amendment) Act 2017 on May 7 2018 the requirement ofratification of appointment of Statutory Auditors by members has been done away with.Hence it is no longer required to ratify the appointment of Statutory Auditors at everyAnnual General Meeting by the members of the Company.
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 2018-19 at a remuneration of Rs. 50000/- (Rupees. fifty thousand only)
M/s. Rahul Jain and Associates has appropriate experience in the field of cost auditand has conducted the audit of the cost records of the Company for the past years.
Secretarial Auditors and report
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 the financial year 2017 18 and their report is annexed to this Board Reportas Annexure C'.
10. 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 is annexed as Annexure D' and Management Discussion and Analysis reportis separately given under the Annual Report.
11. 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'.
12. 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 themconsistently and made judgments and estimates that were 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 profitor loss of the Company for the year under review.
The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
The Directors have prepared the annual accounts on a going concern basis.
The Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;
The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
13. Depository System:
Company's equity shares are available for dematerialization through
. National Securities Depository Limited and Central Depository Services (India)Limited. As on March 31 2018 99.29 % of the equity shares were held in dematerializedform.
14. Subsidiaries Of The Company
As on 31st March 2018 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 Ltd. (Formerly known ||100 |
| ||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 CHD BlueberryRealtech Private Limited is held by M/s. CHD Infra Projects Private Limited which itselfis 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.
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 subsidiary companies to the membersof the Company on their request. The financial statement of its subsidiary companies willalso be kept open for inspection by any members at the registered office of the Companyduring business hours and will also be available on the website of the Company
Performance and financial position of subsidiaries associates and joint venturecompanies as required under SEBI LODR and section 129 of the Act the consolidatedfinancial statements have been prepared by the Company in accordance with the applicableaccounting standards and form part of the Annual Report. A statement containing salientfeatures of the financial statements of the subsidiaries is set out in the prescribed formAOC 1 as required under rule of the Companies (Account) Rules 2014 form part ofthe notes to the consolidated financial statements.
15. Public Deposits
During the year under review the Company had accepted Fixed Deposits under FixedDeposit Scheme in compliance with the provisions of Section 73 and 76 and other relevantprovisions of the Companies Act 2013 and Rules made there under as amended from time totime
The details of the Deposit are as follows:
1. Accepted Fixed Deposits during the year amounting to Rs. 3141.36 Lacs.
2. On 31st March 2018 such deposits stood at 3275.55 Lacs as against Rs. 2961.05 Lacsat the close of the preceding financial year.
3. There was unclaimed deposits aggregating Rs. 60000/- pertaining to 1(one) depositoras on 31.03.2018.
4) There is no default in repayment of deposits or payment of interest thereon duringthe year.
16. 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.
17. 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'.
18. 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 progress with social commitment. We believestrongly in our core values of empowerment and betterment of not only the employees butalso our communities.statement of its Following this principle the Company had laid thefoundation of a comprehensive approach towards promoting and facilitating various aspectsof our surrounding 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.
The Company was supposed to spend Rs. 22.45 lacs lacs in the year 2017-18 and Rs. 28.56Lacs in the year 2016-17 but the Company did not spend any amount in the year 2016-17 forwhich the reason was clearly mentioned in annual report along with the fact that companywill spend all the unspent amount in financial year 2017-18 and shall add to the CSRbudget for the Financial Year 2017-18. Consequently we have spent Rs. 55.00 lacs in theyear 2017-18 for both the years i.e. financial year 2016-17 and 2017-18.
The Annual Report on Corporate Social Responsibility activities undertaken by theCompany during the year 2017-18 as prescribed under section 135 of the Companies Act2013 and the Companies (Corporate Social Responsibility policy) Rules 2014 have beenappended as Annexure.- H'.
As at 31st March 2018 the Audit Committee of the Company comprises of Mr. Sunil KumarSachdeva (Chairman) Mr. Pran Nath (Member) Mrs. Shailly Goel (Member) as other members ofthe Committee.
However after the closure of financial year Mrs. Shailly Goel resigned from the officeof director and Mrs. Shalu Varshney was appointed to fill the vacant position andsubsequently was appointed as Member of Audit 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 linkhttp://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 including identification and element risks. The Risk Managementis overseen by the Audit Committee of the Company on a continuous basis. The Committeeoversees Company's process and policies for determining risk tolerance and reviewmanagement's measurement and comparison of overall risk tolerance to established levels.There are no significant risk which in the opinion of the Board may threaten theexistence of the Company However any risks identified will be systematically addressedthrough mitigating actions 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 employees 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 the year 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
Companies Act and SEBI LODR Regulations were in the ordinary course of the business andon an arm's length 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 the disclosures of Related Party transactions as required under section 134(3)of the Companies Act 2013 in form AOC-2 is not applicable. Attention of members is drawnto the disclosures of transactions with related parties as set out in notes to accounts
Note number 33 forming part of the financial statements
Meetings of Board of Directors
During the year under review 16 (Sixteen) 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. 411 33 and 35 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 tested and no reportable material weakness in thedesign or operation was observed. of The scope and functions of Internal Auditor aredefined and reviewed by the Audit committee. The Internal Auditor reports to the Chairmanof the Audit Committee. The Internal Auditor assesses opportunities for improvement ofbusiness processes systems and controls to provide recommendations which can add valueto the organization. element of
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.
Transfer to Investor Education and Protection Fund
In compliance with Section 124 of the Companies Act 2013 amount remaining unclaimedin respect ofmatured deposit and interest thereon which was lying unclaimed with theCompany was transferred to the Investor Education and Protection Fund during the financialyear 2017- 18.
The Company has transferred Rs. 92492/- (P.Y. Rs. 16352/- ) to the Investor Educationand Protection Fund in respect of the financial year 2017-18.
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 Companyreceive any remuneration or commissions from any of its subsidiaries. ii. No significantor or courts or tribunals which impact the going concern status and company's operationsin 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 |
|Place: New Delhi ||Rajinder Kumar Mittal |
|Date: August 14 2018 ||(Chairman) |