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Kamanwala Housing Construction Ltd.

BSE: 511131 Sector: Infrastructure
NSE: N.A. ISIN Code: INE344D01018
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VOLUME 4661
52-Week high 27.25
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Buy Price 0.00
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Sell Price 0.00
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OPEN 6.21
CLOSE 6.82
VOLUME 4661
52-Week high 27.25
52-Week low 5.70
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kamanwala Housing Construction Ltd. (KAMANWALAHOUSIN) - Director Report

Company director report

Dear Shareholders

Your Directors present their Thirty Fourth Annual Report on the business and operationsof the Company along with the audited Financial Statements of Account for the year ended31st March 2018.

FINANCIAL HIGHLIGHTS:

The summarized Financial Highlights of the Company are as follows:

(Rs. in lakhs)

Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from Operations (Net) 1883.59 3932.05 1883.59 3932.05
Other Income 117.17 316.31 117.17 316.31
Profit (Loss) before Depreciation Interest & Tax 80.08 124.32 80.08 124.32
Less: Depreciation & amortization expenses 23.71 28.04 23.71 28.04
Less: Finance Costs 38.51 148.77 38.51 148.77
Profit (Loss) before exceptional and extraordinary items 17.86 (52.49) 17.86 (52.49)
Exceptional items (6.62) 35.00 (6.62) 35.00
Profit (Loss) before Tax 11.24 (17.49) 11.24 (17.49)
Provision for Tax & Deferred Tax (4.36) (8.34) (4.36) (8.34)
Profit /(Loss) after Tax 15.60 (9.15) 15.60 (9.15)

DIVIDEND:

Considering the exigencies of the fund your Directors have not recommended anydividend for the financial year ended 31st March

2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to bebest of their knowledge confirm that –

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between Directors' Report and the Management Discussion andAnalysis your Directors have presented a composite report.

ECONOMY AND MARKETS

GDP grew at 6.7% in the year 2017-2018 compared to 7.1% in the previous year 2016-17.The decline in growth was due to lackluster performance in the first quarter of 2017-18when the producers undertook destocking activities with the implementation of the GST.However improvement was witnessed in the last three quarters after waning of disruptionpost implementation of the GST. The gross fixed capital formation (GFCF) as a percentageof GDP remained stagnant at 28.5% since 2015-16. However there has been an improvement inquarter 3 and quarter 4 in the investment rate. It is good to note that India rose 30places in the World Bank's Ease of Doing Business ranking in 2017 to rank 100th inrecognition of the Government's efforts to streamline the economy through reforms intaxation licensing investor protection and bankruptcy resolution and is poised toimprove further.

The real estate industry continued to have high inventory levels in key markets despitea sharp drop in new launches due to implementation of RERA. Demand remained subduedespecially in the earlier part of 2017-18 with a gradual pick-up towards the fourthquarter as the uncertainty around GST and its impact on prices dissipated. The luxurysegment was the most affected with dismal absorption levels.

The affordable housing segment saw maximum traction during the year with forwardstrides in government policies such as ‘Housing for All' and the ‘Pradhan MantriAwas Yojana' which have further improved the viability and outlook for the segment.

REVIEW OF OPERATIONS:

On standalone basis the net revenue from Operations was Rs.2000.76 lakhs includingother income of Rs.117.17 lakhs as against Rs.4248.36 lakhs for the F.Y. 2016-17. Thoughthe income was reduced compared to previous year the Company made a pre-tax profit ofRs.11.24 lakhs after adjustment of exceptional item of Rs.6.62 lakhs. On consolidatedbasis the total income was Rs.2000.76 lakhs and pre-tax profit was Rs.11.24 lakhs. Noamount is transferred to general reserve.

SUBSIDIARY COMPANIES & 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 I 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 accounts formpart of this report and accounts.

OUTLOOK

The growth outlook for the Indian economy for 2018-19 is positive with the RBIprojecting a GDP growth of 7.4 percent in 2018-19.

This has to be tempered by rising crude oil prices and their effect on the currentaccount of India's balance of payments; plus a growth in ‘core' inflation (excludingfood and fuel) over the last few months which may lead to the RBI opting for one or tworate hikes of 25 basis points each in the course of 2018-19. Despite these pitfalls theupswing in GDP/GVA growth is expected to continue which will augur well for the realestate industry.

In a positive development from the real estate industry perspective the constructionsector that accounts for around 8 percent of the GDP grew at a marginally higher 4.3percent in 2017-18 after a lackluster 3.7 percent and 1.3 percent in 2015-16 and 2016-17respectively.

Your Company is in continuous process of identifying viable housing and commercialprojects with minimal risk on account piling inventory. Your Company is fully geared up tomaximize the benefit with improvement in real estate sector.

RISKS AND CONCERNS

The Board of Directors reviews from time to time the financial risk and its control.The management also continuously assess the risk involved in the business and all outefforts are made to mitigate the risk with appropriate action. All the assets of theCompany are adequately covered by comprehensive insurance.

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.

HUMAN RESOURCES

Relations between the management and employees remained cordial through-out the year.The Company had a total 7 permanent employees as on 31st March 2018.

The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as Annexure II andforms part of this report.

Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule2014 and forming part of Directors' Report for the year ended 31st March 2018is given in a separate annexure to this report. The said annexure is not being sentalongwith this report to the members of the Company in line with the provisions of Section136 of the Companies Act 2013. Members who are interested in obtaining theseparticulars may write to the Company Secretary of the Company. The aforesaid annexure isalso available for inspection by the members at the registered office of the Company 21days before the 34th annual general meeting and upto the date of the saidannual general meeting during normal business hours on working days.

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.

DIRECTORS:

To comply with the requirement of the Companies Act 2013 and Articles of Associationof the Company Mr. Amit Jain shall retire by rotation at the forthcoming Annual GeneralMeeting. Being eligible he offers himself for re-appointment. Mr.Tarun Jain ceased to bea director w.e.f. 07/09/2017.Shri.S.C.Gupta resigned as director w.e.f.12-06-2017.

KEY MANAGERIAL PERSONNEL:

Mr. Atul Jain is the Managing Director w.e.f. 01-06-2017.Mr.Tarun Jain is the ChiefFinance Officer of the Company. During the year Mr. Dharmpal is a Company Secretary &Compliance Officer w.e.f.01-02-2018.Earlier upto 14-12-2017 Mr Vipul Bhoy was CompanySecretary & Compliance Officer.

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.

BOARD MEETINGS:

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 as also meeting attended by eachDirector of the Company.

NOMINATION & REMUNERATION POLICY:

The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure III.

BOARD EVALUATION:

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.

Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.

AUDIT COMMITTEE:

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.

CORPORATE GOVERNANCE:

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 this report.A certificate of CEO and CFO of the Company confirming the correctness of the financialand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee is also annexed and forms part this Directors' Report.

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.

VIGIL MECHANISM:

The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.

EXTRACT OF ANNUAL RETURN:

As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 an extract of theannual return for the year ended 31st March 2018 is annexed to this report as

Annexure - IV.

LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loan guarantee not made any investment during thefinancial year 2017-18 attracting the provisions of section 186 of the Companies' Act2013.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material change and commitment affecting the financial position ofthe Company between the financial year ended 31st March 2018 and the date ofthe Directors Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 AND 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 exchange earnings and expenses during the year under review.

STATUTORY AUDITORS:

According to Directors there is no adverse remarks made by Statutory Auditors in theirreport. Notes to the accounts are self explanatory to comments/observation made by theauditors in their report. Hence no separate explanation 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 the shareholders in 33rd AnnualGeneral Meeting.

SECRETARIAL AUDIT REPORT

During the year Secretarial Audit was carried out by Mr. Dhruvalkumar D. BaladhaPracticing Company Secretary for the financial year 2017-18. The report on the SecretarialAudit is appended as Annexure V to this report. According to the Board of Directorsthe report does not have any adverse remark.

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.

CAUTIONARY STATEMENT

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.

ACKNOWLEDGEMENTS:

Yours Directors thank the customers vendors joint venture partners and bankers fortheir unstinted support. Your Directors would also like to thank the employees at alllevel for their hard and dedicated work and contribution.

For and on behalf of the Board of Directors
(AMIT JAIN) (ATUL JAIN)
DIRECTOR MANAGING DIRECTOR
(DIN: 00053168) (DIN: 00052966)
Place :-Mumbai
Date: 14th August2018