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Gyan Developers & Builders Ltd.

BSE: 530141 Sector: Infrastructure
NSE: N.A. ISIN Code: INE487G01018
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VOLUME 200
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Gyan Developers & Builders Ltd. (GYANDEVELOPERS) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith Audited accounts for the year ended 31.03.2020

1. FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2020 and for the previousyear 31.03.2019 are as under:

Particulars 2019-2020 2018-2019
Total revenue 8345280.00 14793210.00
Total expenditure 7586774.19 14110454.87
Profit before tax 758505.81 682755.13
Less: Tax expenses
Current Year 171413.00 151063
Previous Year 5427.00 NIL
Deffered Tax 24841.00 34443
Profit (Loss) after tax 556824.81 497249.13
Surplus account
Balance as per the balance sheet 9902750.13 9405501.00
(a) Add: Profit for the year 556824.81 497249.13
(b) Less: Depreciation on assets where useful life is NIL - -
Balance as at the end of the year 10459574.94 9902750.13

2. FINANCIAL OVERVIEW:

During the year under review the total revenue of your company was Rs.8345280.00/-as compared to previous year revenue of Rs.14793210/-. The net profit for the year aftertax is Rs.556824.81 as against previous year profit of Rs.497249.13/-.

3. CHANGE IN THE NATURE OF BUSINESS

Your Company is engaged in buying and selling of vacant land. There is no change in thenature of business during the year compared to previous year.

4. DIVIDEND:

In order to conserve reserves / profit for the growth of the company your Directors donot recommend any dividend.

5. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary joint venture associate company as at March31 2020. Hence the details and performance thereof does not arise.

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.

7. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 for the year ended 31.03.2020 isherewith attached as Annexure - "A".

8. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport.

10. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future.

12. PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans given guarantees provided security nor madeinvestments covered under Section 186 of the Companies Act 2013.

13. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of four Directors of which two areNonExecutive Independent Directors.

The Company has received necessary declarations from Mr. S. Vijayan (DIN: 02781886) andMr. J. Chandrasekar (DIN: 02691406) the Independent Directors stating that they meet thecriteria of independence as specified in Section 149(6) of the Companies Act 2013 and theSEBI (LODR) Regulations 2015.

In terms of Section 152 of the Companies Act 2013 Mrs. Sunita Mahendar Raj (DIN:01751554) Director is liable to retire by rotation at the ensuing Annual General Meetingand being eligible offers herself for re-appointment. Your Board recommends hercontinuation.

B. MEETINGS

During the year under review the Board of Directors met 6 times on 10.04.201929.05.2019 31.07.2019 07.11.2019 17.12.2019 and 10.02.2020 and the gap between twoBoard meetings were not more than 120 days. The particulars of name of the Directors andattendance are mentioned below:

GYAN DEVELOPERS AND BUILDERS LIMITED Chennai - 600017

S.No Name of the Directors Designation & Category

No. of Meetings in the year 2019-20

Attended 27th AGM

No. of other Directorship in other Public/ Private Companies

No. of other Directorship in other Public/ Private Companies

Held Attended
1 Mr. T. Ashok Raj Managing Director 6 6 Yes Nil Nil
2 Mr. S. Vijayan Director (NEID) 6 6 Yes Nil Nil
3 Mrs. M. Sunita Director (NED) 6 6 Yes Nil Nil
4 Mr. J. Chandrasekar Director (NEID) 6 6 yes Nil Nil

NEID - Non Executive Independent Director NED - Non Executive Director

In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held during the year under review.

C. COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

The Audit committee comprises of three members and the committee met 6 times during theyear on 10.04.2019 29.05.2019 31.07.2019 07.11.2019 17.12.2019 and 10.02.2020. Thecomposition of the Audit Committee and details of meeting held are provided hereunder:

Name of Directors Designation Category

No. of Meetings

Held Attended
Mr. J Chandrasekar Chairman NEID 6 6
Mr. S. Vijayan Member NEID 6 6
Mrs. M. Sunita Member NED 6 6

NEID - Non Executive Independent Director NED - Non Executive Director

The terms of reference of the Audit committee covers the matter specified under Section177 of the Companies Act 2013 and SEBI (LODR Regulations) 2015.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013. Incompliance with Section 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration and including criteria for determining qualificationspositive attributes independence of Directors and other matters.

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selecting candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and Senior Management Employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

The Nomination & Remuneration committee consists of the following members.

Name of Directors Designation Category
Mr. S. Vijayan Chairman NEID
Mr. J Chandrasekar Member NEID
Mrs. M. Sunita Member NED

NEID - Non Executive Independent Director NED - Non Executive Director

During the year under review no meeting of the Committee was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. The Stakeholders Relationship Committee is to look after transfer of shares and theinvestor's complaints if any and to redress the same expeditiously. The role and termsof reference of the Committee are in consonance with the requirements mandated underSection 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015. During the yearunder review 4 meetings of the Committee were held on 29.05.2019 31.07.2019 07.11.2019and 10.02.2020. All the committee members were present in the meeting

The composition of the Committee is provided hereunder:

Name of Directors Designation
Mrs. M. Sunita Chairman
Mr. S. Vijayan Member
Mr. J Chandrasekar Member

b. The number of investor complaints received during the year is NIL

c. The number of investor complaints not solved to the satisfaction of Shareholders isNIL

d. The number of pending complaints as on date is NIL

D. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Independent Directors at theirmeeting without the participation of the Non-independent Directors and Managementconsidered / evaluated the Boards' performance performance of the Chairman and otherNon-independent Directors. The Board subsequently evaluated its own performance theworking of its Committees and the Independent Directors.

E. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimate that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on going concern basis.

e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS:

M/s. SURAJ DHOKA & ASSOCIATES Chartered Accountants were appointed as StatutoryAuditors of the Company for a period of five years in the 25th Annual GeneralMeeting held on 14.09.2017 subject to ratification by members at every subsequent AnnualGeneral Meeting. The Statutory Auditors have confirmed their eligibility under Section 141of the Companies Act 2013 and rules framed there under for their re-appointment asStatutory Auditors of the Company.

Pursuant to notification of the Companies (Amendment) Act 2017 on 7th May2018 the first proviso to Section 139 relating to the ratification of appointment ofStatutory Auditors by the members at every General Meeting was omitted. Consequently theratification of appointment of M/s. Suraj Dhoka & Associates as Statutory Auditors isnot required.

15. AUDITORS REPORT:

The Auditors did not make any qualification reservation or adverse remark ordisclaimer on the financial statements prepared as per Section 133 of Companies Act 2013and notes on Accounts annexed thereto.

16. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2020. The Secretarial Audit Report (in Form MR-3) is attached as Annexure"B" to this Report.

17. REPLY TO SECRETARIAL AUDITOR REMARKS:

Auditors Observation Reply to Observation
(i) The Company has not appointed a Company Secretary as required under the first proviso of sub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Your Company is taking necessary steps to appoint a Company Secretary in terms of Section 203 of the Companies Act 2013.
In absence of Company Secretary the Company has not complied with Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 viz. appointment of Company Secretary as Compliance officer
The Company does not maintain a functional website as prescribed under Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 The company is taking necessary steps to develop a functional website and will be deployed at the earliest.

18. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.

19. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company.

20. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis on the performance of the industry the company internal controlsystems risk management are enumerated in the Management Discussion and Analysis reportforming part of this report and annexed as 'Annexure C'.

21. CORPORATE GOVERNANCE REPORT:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 does not apply to your Company as the Company's share capital and net worth isbelow the threshold limit prescribed under the said Regulation. Hence the report onCorporate Governance is not provided.

22. CODE OF CONDUCT:

As prescribed under SEBI (LODR) Regulations 2015 a declaration signed by the ManagingDirector affirming compliance with the Code of Conduct by the Directors and seniormanagement personnel of the Company for the financial year 2019-2020 is given in"Annexure D".

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinarycourse of business and at arm's length pricing basis. There were no materially significanttransactions with Related Parties during the financial year 2019-2020 which were inconflict with the interest of the Company. Details of transaction are provided in FormAOC-2 which is attached as "Annexure E".

24. RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includesidentification of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

None of the employees draws remuneration of Rs.850000/- or above per month andRs.10200000/- or above per annum. Hence details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not furnished. Having regard to the provisions of Section136(1) read with its relevant proviso of the Companies Act 2013 the disclosurepertaining to remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Annual Report is available forinspection at the registered office of the company during working hours. Any memberinterested in obtaining such information may write to the Company and the same will befurnished without any fee and free of cost.

26. KEY MANAGERIAL PERSONNEL:

During the year under review there is no change in the Key Managerial Personnel of theCompany in terms of Section 203 of the Companies Act 2013.

27. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has noactivity in relation to Technology absorption. The company has no foreign exchange outgoor inflow.

28. SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards viz. SS-1 onmeetings of Board of Directors and SS-2 on General Meetings issued by Institute of CompanySecretaries of India as per section 118 (10) of the Companies Act 2013.

29. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners / associates financial institutions and various regulatory authoritiesfor their consistent support / encouragement to the Company. Your Directors would alsolike to thank the Members for reposing their confidence and faith in the Company and itsManagement.

By Order of the Board For GYAN DEVELOPERS AND BUILDERS LIMITED

Place: Chennai
Date: 04/09/2020 Sd/- Sd/-
T. ASHOK RAJ SUNITA MAHENDAR RAJ
Managing Director Director
(DIN:00575471) (DIN: 01751554)