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CHD Developers Ltd.

BSE: 526917 Sector: Infrastructure
NSE: N.A. ISIN Code: INE659B01021
BSE 00:00 | 24 Aug CHD Developers Ltd
NSE 05:30 | 01 Jan CHD Developers Ltd
OPEN 0.68
PREVIOUS CLOSE 0.68
VOLUME 7657
52-Week high 0.68
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.68
Buy Qty 13000.00
Sell Price 0.66
Sell Qty 18641.00
OPEN 0.68
CLOSE 0.68
VOLUME 7657
52-Week high 0.68
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.68
Buy Qty 13000.00
Sell Price 0.66
Sell Qty 18641.00

CHD Developers Ltd. (CHDDEVELOPERS) - Director Report

Company director report

To

The Members

CHD Developers Limited

Your Directors are pleased to present their 30th Annual Report together withthe Audited Accounts and Financial Statements for the year ended 31st March2020.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March 2020 areas follows:

(Amount in Rs. Lacs)

Particulars

Standalone

Consolidated

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from operations 4348.90 13483.86 4874.21 15285.08
Profit before Tax Depreciation and Interest (2521.16) 1457.64 (2540.14) 1480.60
Interest 423.12 1191.71 423.12 1191.71
Depreciation 96.18 119.26 96.49 125.37
Profit before Tax (3040.46) 146.67 (3059.75) 163.51
Profit after Tax (3040.46) 29.69 (3152.23) 53.20

2. DIVIDEND

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 STANDALONE

During the financial year 2019-20 your Company achieved a turnover of Rs. 4348.90 Lacs(Rs. 13483.86 Lacs in 2018-19) and Net Loss (Post tax) for the year 2019-20 stood at Rs.3040.46 Lacs (Net profit of Rs. 29.69 Lacs in 2018-19). The Basic Earning per share (EPS)is (2.37). The Company doesn't propose to transfer any amount to the general reserves.

CONSOLIDATED

During the financial year 2019-20 your Company achieved a consolidated turnover ofRs.4874.21Lacs (Rs. 15285.08 Lacs in 2018-19) and Net Loss (Post tax) for the year2019-20 stood at Rs.3152.23 Lacs (Net Profit of Rs. 53.20 Lacs in 2018-19). The Earningper share (EPS) is (2.45).

OPERATIONS

In this weak real estate market Company's total turnover stood at Rs. 43.49 Crores inthe financial year 2019-20 than previous year turnover of Rs. 134.84 Crores in 2018-19.

During the year the overall real estate market remained subdued. However there aresigns of revival of economy which will benefit real estate sector.

During the year the operations of the company are effected due to some financialproblem. There are huge losses in the company due to dip in the turnover of the company.However your directors are trying to overcome the problems and revive the company.

4. SHARE CAPITAL

During the year under review there has been no change in Equity Paid up Share Capitalof the Company and as on 31st March 2020 Paid-up Equity Share Capital of theCompany was Rs. 257184572 (Twenty Five Crores Seventy One Lacs Eighty Four ThousandFive Hundred and Seventy Two only) divided into 128592286 equity shares of Rs. 2/-each.

No shares with differential voting rights stock or sweat equity shares were issued bythe company during the year under review.

5. SECRETARIAL STANDARDS

The Company has complied with the 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. However companycould not hold the Annual General Meeting for the year ended 31/03/2020 in the statutorytime period provided under Companies Act 2013.

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.

7. DIRECTORS:

In accordance with the provisions of section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Gaurav Mittal Managing Director of yourCompany 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. Gaurav Mittal is attached with the Notice of Annual General Meeting.

During the financial year following changes took place in the composition of the Boardof Directors of the Company:

Mr. Rajinder Kumar Mittal - Whole time Director has resigned from his position w.e.f.18th July 2019.

Mr. Sunil Kumar Sachdeva who was appointed as Additional Director (Category -Independent) of the Company was regularized in the Annual General Meeting held on 29thSeptember 2018 and has resigned from directorship with effect from 26thAugust 2019.

Further during the period under review Mrs. Simta Garg and Mr. Aman Agarwal wereappointed as Additional Director (Category- Independent) of the Company on March 30 2019and both has resigned from directorship on 13th August 2019 and 07thOctober 2019 respectively.

Further Mr. Varinder Singh and Mr. Nishant Goyal have been appointed as additionaldirector (Independent) with effect from 09th October 2019 and 25 thOctober 2019. (not liable to retire by rotation) to hold office as such for a period of 5(five) consecutive years and regularized in the AGM held on 7th March 2020.However Mr. Nishant Goyal Additional Director (Independent) has resigned from thecompany w.e.f. 1st January 2022.

Further Ms. Ritu who has been appointed as Additional Director with effect from 14thDecember 2021 and has been proposed to regularization in the ensuing Annual GeneralMeeting.

The Board is of opinion that all the Independent directors of the company possessrequisite qualification experience and expertise in the industry finance businessmanagement and other operational aspects and they hold the highest standards of integrity.

Declaration by Independent Directors

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.

Performance Evaluation

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.

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 Act2013 the Board could not carried out an annual evaluation of its ownperformance and that of its statutory committees viz. Audit Committee StakeholdersRelationship Committee Nomination and Remuneration Committee and that of individualDirectors. The Board could also not assessed the performance and the potential of each ofthe Independent Directors with a view to maximizing their contribution to the Board.

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/investors/codes-andpolicies

Following policies of the Company are attached herewith as Annexure ‘A' andAnnexure ‘B' respectively:-

• Board Evaluation Framework; and

• Nomination & Remuneration Policy for Directors Key Managerial Personnel andother employees.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

1. Mr. Gaurav Mittal - Managing Director& CEO

2. Mr. Rajinder Kumar Mittal - Whole time Director has resigned from his positionw.e.f. 18th July 2019.

3. Mr. Naresh Kumar Sharma resigned as CFO of the Company w.e.f. 15th July2019 and Ms. Sonki Sharma joined as CFO of the Company w.e.f. 15th July 2019but due to personal reasons Ms. Sonki Sharma resigned from her position and ceased to beCFO of the Company w.e.f. 30th July 2019

4. Mr. Sachin Kumar resigned as Company Secretary w.e.f. 29th April 2019and Mr. Ravinder Singh Kataria joined as Company Secretary & Compliance officer of theCompany w.e.f. 14th June 2019 and resigned from his services w.e.f. 20thMarch 2021.

5. Mr. Gaurav Mittal has been appointed as Chief Executive Officer (CEO) of the companywith effect from 14th August 2019.

8. Material Changes Affecting Financial Position of the Company

Since the Company has defaulted in repayment of interest and Principal there werevarious complaints lodged by Deposit Holders in Registrar of Companies and other statutoryauthorities. Company's Management has made its best efforts to make repayment to DepositHolders and in the line of it as and when fund available is making payments to depositholders.

Company has also defaulted in repayment of Loan borrowed from Banks along with Interestthereon.

Various Flat owners who has booked flat in the Company's Project has approached to theNCLT in relation to Insolvency and Bankruptcy Code 2016 and after various hearingHon'ble NCLT Delhi has reserve the order which is yet to be passed.

9. AUDITORS Statutory Auditors

M/s. D N A & Associates Chartered Accountants (FRN 019866N) were appointed asstatutory auditors of the Company to fill casual vacancy caused by the resignation ofM/s. AMRG & Associates Chartered Accountants (FRN 004453N) upto the conclusion of the30th Annual General Meeting in terms of the provisions of Section 139 of theCompanies Act 2013 read with Rules made thereunder and they have signed the balance sheetof the Company for FY ended 31.03.2020. However M/s. D N A & Associates has expressedtheir unwillingness to continue as the statutory auditors of the company for the comingfinancial years.

Therefore it is required to appoint Statutory Auditor in the ensuing AGM. It isproposed to appoint M/s K P S K & Associates Chartered Accountants (FRN 025420N) inthe ensuing Annual General meeting for the F.Y. 2020-21. They have confirmed theireligibility to the effect that their appointment if approved would be within theprescribed limits under the Act and that they are not disqualified for appointment.

Management's Reply to Auditor's qualification.

Management's reply to statutory Auditor's qualifications and a Statement of Impact ofAudit Qualification (for audit report with modified opinion) as required under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is attached as Annexure‘C'.

Cost Auditors

Cost Auditor of the company M/s Rahul Jain & Associates has resigned as the costauditor of the company. As per Section 148 of the Companies Act 2013 the Board ofDirectors of the Company has appointed of M/s. SANDEEP SHARMA & CO. Practicing CostAccountant as Cost Auditors of the Company for conducting Cost Audit of the Company forthe financial year 2019-20 at a remuneration mutually decided by Audit Committee and CostAuditors.

M/s. SANDEEP SHARMA & CO. has appropriate experience in the field of cost audit andhas 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. K VIVEK & CO. Practicing CompanySecretary as Secretarial Auditor to conduct Secretarial Audit for the financial year2019-20 and their report is annexed to this Board Report as Annexure -‘D'.

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 maintaining the highest standards of Corporate Governanceand adhering to Corporate Governance requirements as set out by Securities and ExchangeBoard of India. Report on Corporate Governance is annexed as Annexure ‘E' andManagement Discussion and Analysis report is 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 as Annexure‘F'.

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 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.

13. DEPOSITORY SYSTEM:

Company's equity shares are available for dematerialization through National SecuritiesDepository Limited and Central Depository Services (India) Limited. As on March 31 202099.57 % of the equity shares were held in dematerialized form.

14. SUBSIDIARIES OF THE COMPANY

As on 31st March 2020 the Company had following subsidiaries allincorporated in India:

DIRECT SUBSIDIARIES S. No. Name of the Company % Holding
1. CHD Infra Projects Private Limited (Formerly known as CHD Armaan Realtech Private Limited) 100
2. Empire Realtech Private Limited 100
3. International Infratech Private Limited 100
4. Delight Spirits Private Limited 100
5. CHD Elite 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/investors/codes-and-policies

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 website of theCompany.

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 of thenotes 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. 858.61 Lacs.

2. On 31st March 2020 such deposits stood at 2795.92 Lacs as against Rs. 3509.91 Lacsat the closer of the preceding financial year.

3. There was claimed deposits but not paid aggregating Rs. 876000/- as on 31.03.2020.

4. There is default in repayment of deposits or payment of interest thereon during theyear.

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 in Annexure‘G' 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 ‘H'.

18. LISTING AT STOCK EXCHANGE

During the period under review there has been certain notices issued by the exchangeto the company and scripts of the company were transferred to Z Category from normalcategory due to which there has been substantial reduction of trading of shares.

19. DISCLOSURES

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. Following this principle the Company had laid the foundation of acomprehensive 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.

The Annual Report on Corporate Social Responsibility of the company is attached withthis report as Annexure ‘I'.

Audit Committee

As at 31st March 2020 the Company could not have the proper quorum forAudit Committee as required under provisions of Companies act and SEBI (Listing Obligationand Disclosure Requirements) Regulations. However Company has tried to appoint moredirectors to meet the requirement but could not succeed in it.

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 an e-mail or dedicated telephone line or a written letter. Employees may alsoreport directly 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/investors/codes-andpolicies

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 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 the Companies Act and SEBI LODR Regulationswere in the ordinary course of the business and on an arm's length basis. During the yearthe Company had 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 Related Party transactions as required under section134(3) of the Companies Act 2013 in form AOC-2 is attached to this report as Annexure-J. Attention of members is drawn to the disclosures of transactions with relatedparties as set out in notes to accounts -Note number 33 forming part of the financialstatements.

Meetings of Board of Directors

During the year under review 9 (Nine) meetings of Board of Directors were held. Furtherdetails regarding the Board Meetings have been provided under Corporate Governance Reportannexed with this Report. The maximum interval between any two meetings did not exceed 120days 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.

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.

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.

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 of matured deposit and interest thereon which was lying unclaimed with theCompany was transferred to the Investor Education and Protection Fund during the financialyear 2019-20.

The Company has transferred Rs. 355 (P.Y. Rs. 119045 /-) to the Investor Education andProtection Fund in respect of the financial year 2019-20.

20. GENERAL

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 receivedany remuneration or commissions from any of its subsidiaries.

ii. Except the ongoing matters filed with Hon'ble NCLT Courts and complaints filed byearlier auditors No significant or material orders were passed by the regulators orcourts or tribunals which impact the going concern status and company's operations infuture.

21. ACKNOWLEDGEMENTS

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 Gaurav Mittal
Date: February 9 2022 (Managing Director)

.