The Board of Directors hereby presents their Thirty seventh Annual Report on thebusiness and operations of your Company ("the Company" or "KHCL")along with Audited Financial Statements for the financial year ended 31st March2021.
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 |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations (Net) ||263.88 ||285.24 ||263.88 ||285.24 |
|Other Income ||168.28 ||270.83 ||168.28 ||281.95 |
|Profit (Loss) before Depreciation Interest & Tax ||(19.54) ||21.10 ||(19.54) ||17.74 |
|Less: Depreciation & amortization expenses ||6.76 ||25.25 ||6.76 ||25.25 |
|Less: Finance Costs ||1.16 ||3.49 ||1.16 ||3.50 |
|Profit (Loss) before exceptional/extraordinary items ||(27.36) ||(7.64) ||(27.68) ||(11.01) |
|Extraordinary/Exceptional items ||10.71 ||15.49 ||10.71 ||15.49 |
|Profit /(Loss) before Tax ||(16.65) ||7.85 ||(16.97) ||4.48 |
|Provision for Tax and Deferred Tax ||(0.51) ||(3.88) ||(0.51) ||(0.93) |
|Profit /(Loss) after Tax ||(17.16) ||11.73 ||(17.48) ||5.41 |
REVIEW OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
The company has incurred Net Loss amounting to Rs. 17.16 Lakhs as compared to netprofit amounting to Rs. 11.73 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 31stMarch 2021.
TRANSFER TO RESERVE:
Board of Directors has proposed to transfer entire sum of loss amounting to Rs. 17.16Lakhs to the brought forward retained earnings.
DISCLOSURE ON DEPOSITS UNDER CHAPTER V:
The Company has neither accepted nor renewed any deposits during the financial year2020-21 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 2021 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 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 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 of thisreport.
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 major activities with reference to financial accounts. The internal auditordirectly reports to the Audit Committee.
Relations between the management and employees remained cordial throughout the year.The Company had a total 2 permanent employees as on 31st March 2021.
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 31stMarch 2021 are attached as Annexure Cand 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 Mr. Atul Attarsen Jain shall retire by rotation at the forthcoming AnnualGeneral Meeting. Being eligible he offers himself for reappointment.
a. Office of Mr. Ajit Anant Surve Chairman & Additional Independent Director ofthe Company has been vacated as per Section 167 of the Companies Act 2013 due todisqualification occurred as per Section 164(2) of the Companies Act 2013 with immediateeffect from the date it has come to the attention of the Company i.e. from August 272020.
b. Mr. Bhanwarlal Jogani resigned as an Independent Director of the Company w.e.f. 28thAugust 2020.
c. Mr. Sandipkumar Dilipbhai Andhariya was appointed as an Additional IndependentDirector of the Company Company w.e.f. 12th November 2020to hold office uptoconclusion of forthcoming Annual General Meeting.
d. Mr. Shivam Sureshbhai Maniyar was appointed as an Additional Independent Director ofthe Company w.e.f. 12th November 2020 to hold office upto conclusion offorthcoming Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
Mr. Atul Attarsen Jain continues to be the Managing Director of the Company.
Mr. Tarun Jaipal Jain continues to be the Chief Financial Officer of the Company.
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.
Six 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 athttp://www.kamanwalahousing.com/cg/Policv/NominationCommitteePolicv.pdf. We affirm thatremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration 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 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.
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.
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 2020Q1 in excess of the limits approved by members of theCompany at their Annual General Meeting held on 28th September 2020 pursuantto the provisions of section 186 of the Companies' Act 2013.
The Annual Return for financial year 2020-21 as per provisions of the Act and Rulesthereto is available on the Company's website at www.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 lockdowninitially for 21 days which further got extended from time to time to prevent communityspread of COVID-19 in India.
Company being operated in Mumbai Maharashtra having mostly impacted city due toCovid[19 business of the Company has been largely affected due to restrictions imposed inthe city throughout the year.
In accordance with orders issued by the central and state government authoritiesbusiness activities of the Company were temporarily shut down and subsequent to theyearBnd. However there is no material impact on the carrying value of the current assets.In evaluating the possible impact due to COVID-19 the Company has used internal andexternal sources of information available till date. Considering the nature of COVID-19Company will continue to closely monitor any material changes to future economicconditions.
Other than above there has been no material change and commitment affecting thefinancial position of the Company between the financial year ended 31st March2021 and the 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 September2017.
SECRETARIAL AUDITOR AND AUDIT REPORT:
During the year Secretarial Audit was carried out by Mr. Devesh Mehta PracticingCompany Secretary for the financial year 2020-21. The report on the Secretarial Audit isappended as Annexure D to this report. The Secretarial Audit report does not contain anyqualification reservation or adverse remark.
S S Karandikar & Co. Chartered Accountant was appointed as Internal Auditor of theCompany for the year under review.
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 (Prevention Prohibition& Redressal) Act 2013 your Company has a duly constituted an internal complaintcommittee. The Committee has formulated policy to ensure protection to its femaleemployees. No complaints of sexual harassment were raised in the financial year 2020Q1.
Electronic Copies of the Annual Report 2020-21 and the notice of the 37thAGM are sent to all members whose email addresses are registered with the company /depository participant(s). For members who have not registered their email addressesCompany has provided facility to register/update the email addresses with the RTA of theCompany by sending an email to the mail id of RTA at info(S)accuratesecurities.com
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 co-operation 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: 14thAugust 2021 ||MANAGING DIRECTOR DIN:00052966 |