The Board of Directors hereby presents their Thirty sixth Annual Report on the businessand operations of your Company ("the Company" or "KHCL") along withAudited Financial Statements for the financial year ended 31st March 2020.
FINANCIAL PERFORMANCE OF THE COMPANY:
The summarized Financial Highlights of the Company are as follows:
(Rs. in lakhs except per equity share data)
| ||Standalone ||Consolidated |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from Operations (Net) ||285.24 ||2090.85 ||285.24 ||2090.85 |
|Other Income ||270.83 ||289.44 ||281.95 ||289.44 |
|Profit (Loss) before Depreciation Interest & Tax ||21.10 ||(4.75) ||17.74 ||(4.75) |
|Less: Depreciation & amortization expenses ||25.25 ||19.12 ||25.25 ||19.12 |
|Less: Finance Costs ||3.49 ||16.58 ||3.50 ||16.58 |
|Profit (Loss) before exceptional and extraordinary items ||(7.64) ||(40.45) ||(11.01) ||(40.45) |
|Profit (Loss) before extraordinary items ||(7.64) ||(40.45) ||(11.01) ||(40.45) |
|Extraordinary items ||15.49 ||-- ||15.49 ||-- |
|Profit /(Loss) before Tax ||7.85 ||(40.45) ||4.48 ||(40.45) |
|Provision for Tax and Deferred Tax ||(3.88) ||(1.81) ||(0.93) ||(1.81) |
|Profit /(Loss) after Tax ||11.73 ||(38.64) ||5.41 ||(38.64) |
REVIEW OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
The company has incurred Net Profit amounting to Rs. 11.73 Lakhs as compared to netloss amounting to Rs. 38.64 Lakhs for the previous year.
CHANGE IN THE NATURE OF THE BUSINESS:
There is no change in the nature of the Business during the year under review.
During the year under review there were no changes in the share capital of thecompany.
Authorized Share Capital of the Company is Rs. 200000000/- (Rupees Twenty croresonly) divided into 20000000 (Two Crores only) equity shares of Rs. 10 each.
Paid up Share Capital of the Company is Rs. 140931600/- (Rupees Fourteen crores ninelakhs thirty-one thousand and six hundred only) divided into 14093160 (One crore fortylakhs ninety three thousand one hundred and sixty only) equity shares of Rs. 10 each.
Your Directors do not recommend any dividend for the financial year ended 31st March2020.
TRANSFER TO RESERVE:
Board of Directors has proposed to transfer entire sum of profit amounting to Rs. 11.73Lakhs to the brought forward retained earnings.
DISCLOSURE ON DEPOSITS UNDER CHAPTER V:
The Company has neither accepted nor renewed any deposits during the financial year2019-20 in terms of Chapter V of the Companies Act 2013. Further the Company is nothaving any unpaid or unclaimed deposits at the end of the financial year.
Further for exempted deposits Company has filed Form DPT-3 as on March 31 2020 asper the notification issued by the Ministry of Corporate Affairs (MCA).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that a) in the preparation of the accounts theapplicable accounting standards have been followed along with proper explanations relatingto material departure; b) appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; c) proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) the annual accounts have been prepared ona going concern basis; e) they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; f) they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
MANAGEMENT DISCUSSION AND ANALYSIS REPORT forms part to this Annual Report in terms ofthe provisions of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and is enclosed as Annexure-A.
SUBSIDIARY COMPANIES ASSOCIATES & JOINT VENTURES:
The Company does not have any subsidiary. The Company has joint ventures fordevelopment of properties. A separate section on the performance and financial position ofeach of the joint venture in Form AOC-1 is annexed as Annexure B and forms part ofthis report.
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated financial accounts are prepared in accordance with the applicable IND ASissued by the Institute of Chartered Accounts of India. The said consolidated accountsform part of this report and accounts.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has internal financial control systems which are adequate considering thenature and size of its operations. The policies and procedure adopted by the Companyensure the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.
The internal audit is carried out by an external firm of Chartered Accountantscovering all the departments. The internal auditor directly reports to the AuditCommittee.
Relations between the management and employees remained cordial throughout the year.The Company had a total 2 permanent employees as on 31st March 2020.
Information required under Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel)Rule 2014 and forming part of Directors' Report for the year ended 31st March 2020 areattached as Annexure C and forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 and as such is not required to comply with the provisions ofsection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014.
To comply with the requirement of the Companies Act 2013 and Articles of Associationof the Company Mrs. Pushpa Jain shall retire by rotation at the forthcoming AnnualGeneral Meeting. Being eligible she offers herself for re-appointment. a. Mr. SureshGanpat Thite was regularized as an Independent Director of the Company for period of fiveyears at the Annual General Meeting held on 30th September 2019. b. Mr. Suresh GanpatThite resigned as an Independent Director of the Company w.e.f. 15th November 2019. c. #Mr. Ajit Surve was appointed as an Additional Independent Director of the Company w.e.f.12th December 2019 to hold office upto conclusion of forthcoming Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
Mr. Atul Attarsen Jain was re-appointed as Managing Director of the Company w.e.f.01.06.2020. Mr. Tarun Jaipal Jain continues to be the Chief Financial Officer of theCompany.
Ms. Sejal Desai continues to be Company Secretary & Compliance Officer of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013.
Five meetings of the Board of Directors and one meeting of Independent Directors wereheld during the year under review. Corporate Governance Report which forms part of thisreport contains the details about the Board meetings and of attendance of the Directorsthereat.
NOMINATION & REMUNERATION POLICY:
The policy of the Company on Directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website at http://www.kamanwalahousing.com/cg/Policy/NominationCommitteePolicy.pdf. We affirm that remuneration paid to the directors is as perthe terms laid out in the Nomination and Remuneration Policy of the Company.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors had done the annual evaluation ofits own performance its committees and individual directors. The Nomination andRemuneration Committee reviewed the performance of the individual directors on the basisof criteria such as the contribution of the individual director to the Board and committeemeetings.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of executive directors and non-executive directors.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made there under and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details pertaining to the audit committeeare included in the Corporate Governance Report which forms part of this report.
In line with the requirement of the Companies Act 2013 as also SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hasconstituted committees. Details of these committees along with their terms of referencecomposition and meetings held during the year are provided in the Corporate GovernanceReport. A separate report on Corporate Governance is annexed which forms part of thisreport. A certificate of CEO and CFO of the Company confirming the correctness of thefinancial and cash flow statements adequacy of the internal control measures andreporting of matters to the Audit Committee is also annexed and forms part this Directors'Report.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board of Directors from time to time. Identification isdone by executive directors and its mitigation process/measures are being formulated invarious aspects of business.
Our Company is mainly in real estate business. Many risks exist in a company'soperating environment and they emerge on a regular basis. The Company's Risk Managementprocesses focuses on ensuring that these risks are identified on a timely basis andaddressed.
The audit committee has an additional oversight in the area of financial risks and itscontrols statutory compliance. Other major operational risks are being identified by theexecutive management of the Company from time to time.
RELATED PARTY TRANSACTIONS:
The Company has formulated policy on dealing with Related Party Transactions a copy ofwhich is available on the website of the Company. All the related party transactions havebeen entered into by the Company in the ordinary course of business and on arm's lengthbasis.
During the year the Company had not entered into any transaction referred to insection 188 of the Companies Act 2013 with related parties which could be consideredmaterial under SEBI (LODR) Regulations 2015. Accordingly the disclosure of relatedparty transactions as required under section 134(3)(h) read with rule 8(2) of theCompanies (Accounts) Rules 2014 of the Companies Act in form AOC-2 is not applicable.
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). Pursuant to the provisions ofsection 177(9) & (10) of the Companies Act 2013 the company has adopted the whistleblower mechanism for directors and employees to report on concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics. There has been no change to the whistle blower policy adopted by the Companyduring period under review. The whistle blower policy adopted by the Board of Directors ishosted on the website of the Company.
LOANS GUARANTEES OR INVESTMENTS:
The Company has given loans /advances as specified in the financial statements of theCompany during the year under review. However no guarantee and no investment were madeduring the financial year 2019-20 in excess of the limits approved by members of theCompany at their Annual General Meeting held on 30th September 2019 pursuant to theprovisions of section 186 of the Companies' Act 2013.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return in the prescribed format under the Companies Act 2013 formspart of this report as Annexure E and is available on the website of the Company atwww.kamanwalahousing.com.
MATERIAL CHANGES AND COMMITMENTS: COVID IMPACT
The outbreak of Coronavirus (COVID-19) pandemic is causing disturbance and slowdown ofeconomic activity throughout the world and is impacting operations of the businesses byway of interruption in our services unavailability of personnel closure of premises etc.On 24th March 2020 the Government of India ordered a nationwide lockdown initially for 21days which further got extended from time to time till 31st May 2020 to prevent communityspread of COVID-19 in India. In accordance with orders issued by the central and stategovernment authorities business activities of the Company were temporarily shut down inMarch 2020 and subsequent to the year-end. Due to implementation of lockdown in March2020 the Company lost some revenue. However there is no material impact on the carryingvalue of the current assets. In evaluating the possible impact due to COVID-19 theCompany has used internal and external sources of information available till date.Considering the nature of COVID-19 Company will continue to closely monitor any materialchanges to future economic conditions.
Other than above there has been no material change and commitment affecting thefinancial position of the Company between the financial year ended 31st March 2020 andthe date of the Directors Report.
REPORTING OF FRAUD:
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS
During the year under review there were no material and significant orders passed byany of the regulators or courts or tribunals impacting the going concern status and theCompany's operations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
In view of the nature of business activities of the Company provisions of Section 134of the Companies Act 2013 read with the Companies (Disclosures' of Particular in theReport of the Board of Directors) Rules 2014 regarding conservation of energy andtechnology absorption are not applicable to the Company. There were no foreign exchangeearnings and expenses during the year under review.
According to Board of Directors of the company there is no adverse remark made byStatutory Auditors in their report. Notes to the accounts are self explanatory tocomments/observations made by the Statutory Auditors in their report. Hence no separateexplanation is given.
Majithia & Associates Chartered Accountants Statutory Auditors of your Companyshall continue to be the auditors of your Company as per the resolution passed by theshareholders in 33rd Annual General Meeting held on 29th September 2017.
SECRETARIAL AUDITOR AND AUDIT REPORT:
During the year Secretarial Audit was carried out by Mr. Devesh Mehta PracticingCompany Secretary for the financial year 2019-20. The report on the Secretarial Audit isappended as Annexure D to this report. The Secretarial Audit Report contains thequalification reservation or adverse remark which are self explanatory and do not callfor any further comments.
COST RECORDS AND COST AUDIT:
Requirement of cost audit as prescribed under the provisions of Section 148(1) of theCompanies Act 2013 is not applicable to our Company. The cost records are maintained.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
In compliance to the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 your Company has a duly constituted an internalcomplaint committee. The Committee has formulated policy to ensure protection to itsfemale employees. No complaints of sexual harassment were raised in the financial year2019-20.
Electronic Copies of the Annual Report 2019-20 and the notice of the 36th AGM are sentto all members whose email addresses are registered with the company / depositoryparticipant(s). For members who have not registered their email addresses Company hasprovided facility to register/update the email addresses with the RTA of the Company bysending an email to the mail id of RTA at email@example.com CAUTIONARYSTATEMENT:
Statement in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute forward looking statements within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.
APPRECIATION / ACKNOWLEDGEMENTS:
The Board places on record their deep appreciation to employees at all levels for theirhard work dedication and commitment.
The Board places on record its appreciation for the support and cooperation yourCompany has been receiving from its business partners and others associated with theCompany. The Board also take this opportunity to thank all Investors Clients VendorsBanks Government and Regulatory Authorities for their continued support.
| ||For and on behalf of the Board of Directors |
| ||KAMANWALA HOUSING CONSTRUCTION LIMITED |
|Place : Mumbai ||ATUL JAIN |
|Date : 27th August 2020 ||MANAGING DIRECTOR |
| ||DIN: 00052966 |