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Karda Construction Ltd.

BSE: 541161 Sector: Infrastructure
NSE: KARDA ISIN Code: INE278R01018
BSE 00:00 | 19 Oct 142.65 -2.55
(-1.76%)
OPEN

147.00

HIGH

147.00

LOW

141.45

NSE 00:00 | 19 Oct 142.65 -2.80
(-1.93%)
OPEN

145.70

HIGH

147.25

LOW

141.20

OPEN 147.00
PREVIOUS CLOSE 145.20
VOLUME 1961
52-Week high 236.85
52-Week low 134.65
P/E 15.34
Mkt Cap.(Rs cr) 175
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 147.00
CLOSE 145.20
VOLUME 1961
52-Week high 236.85
52-Week low 134.65
P/E 15.34
Mkt Cap.(Rs cr) 175
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Karda Construction Ltd. (KARDA) - Director Report

Company director report

To

The members

The board of your company hereby presents the l0th Annual Report of the companyon the performance and financial position for the financial year ended on 31st March2017 together with the audited financials.

STANDALONE FINANCIAL SUMMARY / HIGHLIGHTS

The financial summary / highlights of the Company are as under:

(Figures in Rupees')
Particulars Financial Year Ended Financial Year
on Ended on
31st March 2017 31st March
[Current FY) 2016 (Previous FY)
Total Revenues 1100226226 1059347400
Total Expenditures 791261410 792228073
Earnings before interest tax & depreciation 308964816 267119327
Finance Cost 182592304 171305244
Depreciation 2740768 2156430
Profit before Taxation 123631743 93657653
Tax Expenses Current Tax 44802329 29666734
Deferred Tax 2485 (48852)
(Excess)Short Provision of Income Tax 1947764 816038
Profit for the Year 76879165 63223733

SUBSIDIARIES ASSOCIATE COMPANIES JOINT VENTURE COMPANIES

There are no subsidiaries associate companies or joint venture companies of thecompany as on the date of the dose of the financial year.

Further there are no companies which have become or ceased to be subsidiariesassociate companies or joint venture companies during the financial year

CONSOLIDATION OF FINANCIAL STATEMENTS

This report is prepared on the basis of the standalone financial statements of thecompany. Accordingly the reporting on the performance and financial position of thesubsidiaries associates and joint venture companies in the board's report in accordancewith Section 129 [3] of the Companies Act 2013 and Accounting Standard (AS] 21 is notapplicable

STATE OF COMPANY'S AFFAIRS

COMPANY STATUS -

The company was incorporated in Nashik India under the Companies Act 1956 on 17thSeptember 2007 as an Indian non-Government Private Limited Company limited by shares.

Presently company is an Indian non-Govemment Public Limited Company limited by sharesas it was converted from Private Limited to Public Limited and fresh certificate ofIncorporation being issued by Registrar of Companies Mumbai dated 17th March 2016.

SHARE CAPITAL -

> PRESENT SHARE CAPITAL -

At present the authorised share capital of the company is Rs. 1400 00000/- (RupeesFourteen Crore Only] comprising of 14000000 (One Crore Forty Lakh] equity shares ofRs.10/- (Rupees Ten Only] each; while the paid up share capital of the company is Rs.

1000 00000/“ (Rupees Ten Crore only] comprising of 10000000 (One Crore)equity shares of Rs.l0/- (Rupees Ten Only) each.

The paid up capital of the company as on 31st March2017 was Rs.

90000000/- (Rupees Nine Crore only) comprising of 9000000 (Ninety Lakh] equityshares of Rs.10/- (Rupees Ten Only] each.

> BONUS ISSUE RIGHTS ISSUE. PRIVATE PLACEMENTS ETC

During the financial year the company with view to capitalise profit with approval ofmembers sought in Extra ordinary general meeting held on 27th June2016 issued bonusshares in the proportion of 4 (Four] equity share for every 5 [Five] existing equity shareheld by the Members.

Further the company has not issued and allotted securities by way of private placement

> EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during theyear.

> EMPLOYEES STOCK OPTIONS

The company has not provided any stock option scheme to the employees.

> BUY-BACK OF SECURITIES

The company has not bought back any of its securities during the year

> SWEAT EQUITY SHARES

The company has not issued any sweat equity shares during the year.

PRINCIPAL BUSINESS ACTIVITIES -

The principal business activities of the company includes to carry on the business aspromoters developers engineers contractors and builders of and to purchase sellresell give or take on lease or rent lay out develop construct build erectdemolish re-erect alter repair remodel commercial industrial premises and residentialhouses of every type housing societies flat schemes apartments commercial buildingsoffices factories warehouses shops godowns farm houses markets schools hotelsmotels theatres hospitals recreation centers and to undertake all types of contractsentailing Build Operate Transfer (BOT) or Build Operate Lease Transfer (BOLT) of roadwaysnational highways bridges flyovers sewers canals docks wells springs damsracecourses watercourses reclamation water parks irrigation schemes.

entertainment complex industrial complexes harbors power plants reservoirsembankments and/or of construction structural or architectural work of any kindwhatsoever in India or abroad and for that purpose to acquire purchase assetsliabilities shares of any company firm corporation engaged in similar business and todevelop land buildings and other properties.

REVIEW OF BUSINESS OPERATIONS -

The company has generated revenues from its principal business activities amounting toRs. 1053788619/- during the current financial year as compared to Rs. 1007157922/-during the previous financial year.

Further your directors hereby report that the company has earned profit ofRs.76879165/" for the current financial year as compared to the profit of Rs.63223733/- in the previous financial year.

FUTURE OUTLOOK-

As the company being engaged in business of real estate the company intends to focusmore on residential projects covering customers from all income groups.

The company is focusing on the long term growth opportunities that the sector offers.The company concentrates on building long term relationships based on integrityperformance value and client satisfaction. The company will try to meet on continuousbasis the changing needs of clients by delivering quality services. The company intendscontinue to carry on to use a knowledge-based approach from internal and external sourcesin making land acquisition development and lease/sales decisions for future development

CHANGE IN THE NATURE OF BUSINESS

During the financial year there were no changes in the nature of business of

the company.

RESERVES

Your company does not propose to carry any amounts to any reserves.

DIVIDENDS

In view to conserve resources the board does not recommend any amounts to be paid byway of dividend. Further the board has not declared any interim dividend during thefinancial year.

There has been no transfer of unclaimed or unpaid dividend to investor education andprotection fund as there are no unclaimed or unpaid dividends. Accordingly theprovisions of section 125 (2] of the Companies Act 2013 do not apply to the company.

DEPOSITS

The company has neither accepted nor renewed any deposits under chapter V of theCompanies Act 2013. Also there are no deposits which remained unpaid or unclaimed as atthe end of the year. The question of default in repayment of deposits or payment ofinterest thereon did not arise during the year.

There are no deposits which are not in compliance with the requirements of chapter V ofthe Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS -

> CONSTITUTION OF BOARD AND CHANGES THEREIN -

The board of directors is duly constituted and consists of the following directorsnamely -

Sr No Name DIN Designation
1 Naresh lagumal Karda 01741279 Managing Director
2 Disha Naresh Karda 06424475 Director
3 Manohar Jagumal Karda 01808564 Whole time Director
4 Shweta Raju Tolani 07575484 Non - Executive Independent Director
5 Rahul Kanayalal Kalani 07187675 Additional Non Executive Director
6 Kish or Kanayalal Karda 07763592 Additional Non Executive Independent Director

During the financial year Mrs. Shweta Raju Tolani was appointed as Non - ExecutiveIndependent Director of the company in the Extra Ordinary Genera] meeting held on 6thFebruary 2017.

Further Mr. Rahul Kanayalal Kalani was appointed as Additional Non - Executive Directorin the board meeting held on 10th March2017 to hold office upto the date of the ensuingAnnual General Meeting of the Company.

Also Mr. Kishor Kanayalal Karda was appointed as Additional Non - Executive IndependentDirector in the board meeting held on 14th March2017 to hold office upto the date of theensuing Annual General Meeting of the Company.

> WOMAN DIRECTOR -

In accordance with the second proviso of section 149 (1) of the Companies Act 2013read with rule 3 of the Companies [Appointment and Qualification of Directors) Rules2014 the company is not required to have woman director on board though the company hasappointed Mrs. Disha Naresh Karda and Mrs. Shweta Raju Tolani on the board

> INDEPENDENT DIRECTOR -

Mrs. Shweta Raju Tolani and Mr Kishor Kanayalal Karda were appointed on board as NonExecutive independent director and Additional Non Executive Independent directorsrespectively for complying with the provisions of section 149 (4) of the Companies Act2013 read with rule 4 of the Companies [Appointment and Qualification of Directors) Rules2014.

The company has received declaration given by independent directors under sub-section[7) of section 149 that they meet the criteria of independence as provided in sub-section[6).

Further the disclosure in the board's report regarding reappointment by passingspecial resolution is also not given as there were no such instances.

Also the company has provided training to Independent directors of the company relatingto the working of the company and business policies.

> RETIREMENT BY ROTATION -

In accordance with article 77 and section 152 of the Companies Act 2013; Mrs. DishaKarda Executive Director retires by rotation and being eligible offers herself forappointment.

KEY MANAGERIAL PERSONNEL

The following persons were the persons as on 31st March2017 who held the designationsas the Key Managerial Personnel of the Company pursuantto sections 2[51] and 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

a. Naresh jagumal Karda Managing Director
b. Manohar Jagumal Karda Whole time Director
c. Laxman Jagumal Karda Chief Financial Officer
d. Mayura Shinde Company Secretary

MEETINGS OF THE BOARD

The board met Twenty Seven times during the financial year as per following table:

Sr no

Date of Board meeting

1

11.04.2016

2

28.04.2016

3

16.05.2016

4

06.06.2016

5

09.06.2016

6

20.06.2016

7

11.07.2016

8

20.07.2016

9

26.07.2016

10

03.08.2016

11

02.09.2016

12

21.09.2016

13 17.10.2016
14 30.11.2016
15 29.12.2916
16 02.01.2017
17 09.01.2017
18 12.01.2017
19 18.01.2017
20 03.02.2017
21 20.02.2017
22 06.03.2017
23 10.03.2017
24 14.03.2017
25 15.03.2017
26 28.03.2017
27 30.3.2017

The intervening gap between the meetings was within the period prescribed

under section 173 of the Companies Act 2013 read with Companies

(Meetings of Board and its Powers) Rules 2014 relevant circulars

notifications orders and amendments thereof.

DIRECTORS RESPONSIBILITY STATEMENT

The directors states that -

(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 a going concern basis; and

(e) * not applicable being an unlisted company;

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

AUDITORS

APPOINTMENT / REAPPOINTMENT / RATIFICATION ETC -

The term of appointment as Statutory Auditor of M/s. Natesh & Associates CharteredAccountants [Membership No: 036481) completes with the audit of year 2016-2017 as per theprovision of Section 139(2)(b) of the companies Act2013.

Hence it is proposed to appoint M/s Shah & Modi as new Statutory Auditor of thecompany in the ensuing General Meeting of the company.

Further the company has received written consent from the auditor to such appointmentalong with a certificate stating eligibility and the firm satisfies the criteria providedin section 141:

The appointment of auditors is required to be ratified by the members at each annualgeneral meeting to be held during the period of appointment In this context the auditorsfirm has provided its consent to act as the auditors and the certificate of eligibilityfor conducting the audit for the financial year 2017-2018.

The board recommends the appointment of the auditors for the financial year 2017-2018at the ensuing annual general meeting.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION ETCMADE BY AUDITOR -

Following qualification regarding the statutory payment is made by the auditors intheir audit report

Sr No Nature of statute

Nature of dues

Demand amount in lac

Amount Paid in lac Period which amount relates to the Forum where dispute is pending
1 Income Tax Act1961 Demand made u/s 271D

200

181

Assessment year 2010-11

Income tax Appellate Tribunal
2 Income Tax Act1961 Demand made u/s 156

31.28

4.69

Assessment year 2014- 2015

Income tax Appellate Tribunal

The company is in process of paying the statutory dues.

REPORTING OF OFFENCES INVOLVING FRAUD -

The auditors have not reported any offences involving fraud committed against thecompany by officers or employees of the company to the central government or the board orany other authority as provided in section 143 (12) of the Companies Act 2013 read withcorresponding rules circulars notifications orders and amendments thereof.

INTERNAL FINANCIAL CONTROLS

The company ensures orderly and efficient conduct of its business including adherenceto company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The company reviews the financialsperiodically and takes suitable / corrective measures if necessary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace [Prevention ProhibitionAnd Redressal] Act 2013 and rules made thereof

RISK MANAGEMENT POLICY

The management regularly monitors and evaluates periodically the risk associated withthe business of the company and is in the process of developing the policy to monitorsthe business risks on a regular basis and if necessary take preventive actions.

There are no such elements of risk which in the opinion of the board may threaten theexistence of the company.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Following material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report-

• After the closure of financial year company Mr. Laxman Karda resigned from thepost of Chief Financial Officer of the company with effect from 29th June 2017.

• Mr. Anil Nahata was appointed as Chief Financial Officer of the company in themeeting held on 30.06.2017.

• Also the company issued and allotted equity shares as bonus shares on 24.07.2017in the proportion of 1 (One) equity share for every 9 [Nine] to existing equityshareholders. Hence the paid up capital of the company was increased to Rs. 10 0000000/-[Rupees Ten Crore] comprising 10000000 Equity shares of each Rs. 10/- only.

• Mr. Mohanlal Gurnani has been appointed as Additional Non Executive IndependentDirector to hold the office as director till ensuing General Meeting in the Board meetingheld on 4.08.2017.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

[A) Conservation of energy -

(i) The steps taken or impact on conservation of energy -

The company takes efforts to conserve the energy used at offices and work sites byusing energy efficient lighting electric appliances and computers.

(ii) The steps taken by the company for utilising alternate sources of energy -

The company has not taken any steps for utilising alternate sources of energy.

(iii) The capital investment on energy conservation equipments -

The company has not made any capital investments on energy conservation equipment.

(B) Technology absorption -

(i) The efforts made towards technology absorption -

The company being engaged in the business of constructions the company has not madeany efforts towards technology absorption.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution -

Not applicable.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

Not Applicable.

[a] The details of technology imported: N.A.

(b) The year of import: N.A.

[c] Whether the technology has been fully absorbed: N.A.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A

(iv) The expenditure incurred on Research and Development -

Not applicable.

(C) Foreign exchange earnings and Outgo-

The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows -

Foreign exchange earnings and outgo

(Amounts in Rupees)

Current FY Previous FY
a. Foreign exchange earnings [Export of services) NIL NIL
b. Value of direct imports (C.LF. Value) NIL NIL
c. Expenditure in foreign currency NIL NIL

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in accordance with section 134 (3} (a] read with section92 [3] and rule 12 of Companies [Management and Administration) Rules 2014 in the formMGT-9 is furnished in Annexure II and attached to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements made with related parties made pursuant tosection 188 of the Companies Act 2013 in form AOC-2 are given in Annexure III.

DETAILS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans provided by the company under section 186 of the Companies Act2013 are as follows:

Amount outstanding as at 31 March 2017

Particulars Amount (in Rupees)
Loans given Rs.316540500/-
Guarantee given Nil
Investment made Nil

Loans Guarantees given or Investments made during the Financial Year 2016-2017

Name of the entity Relation Amount Particulars of loans guarantees given or investments made Purpose for which the loans guarantees and investments are proposed to be utilised
Ashoka Biogreen Pvt. Ltd Rs. 82000000/- Loan given Business purpose
Atr Infraprojects Pvt Ltd Rs.50000000/- Loan given Business purpose
Ashoka City Towers Constructions Pvt Ltd Rs. 28000000/- Loan given Business purpose
Ashoka Engineering Company Rs.109500000/- Loan given Business purpose
Ashoka Shilp Akruti Pvt Ltd Rs.l7000000/- Loan given Business purpose
Keystone Lifescape - Rs. 15000000/- Loan given Business purpose
Uday Thaker - Rs.40500/- Loan given Business purpose

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and the company's operations in future.

REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

The company has not revised its financial statements or boards report in last threefinancial years with reference to section 131 of the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee was constituted on 15th March 2017 with following members:

Mrs. Shweta Tolani Chairman
Mr. Naresh Karda Member
Mr. Kishor Karda Member

There has been no instances where the board had not accepted any recommendation of theAudit Committee

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted on 15th March 2017 withfollowing members:

Mrs. Shweta Tolani Chairman
Mr. Rahul Kalani Member
Mr. Kishor Karda Member

Further the Company has formulated adopted a Nomination and Remuneration on Policypursuant to Section 178 of the Companies Act 2013. The Policy is provided in AnnexureI to this Report

VIGIL MECHANISM

The company has established vigil mechanism for the directors and employees to reporttheir genuine concerns or grievances details of adequate safeguards provided againstvictimisation of employees and directors who avail of the vigil mechanism mechanism ofproviding for direct access etc as provided in rule 7 of the Companies (Meetings of Boardand its Powers) Rules 2014 read with corresponding rules circulars notificationsorders and amendments thereof.

CORPORATE SOCIAL RESPONSIBILITY

Disclosure of composition of corporate social responsibility (CSR) committee contentsof CSR policy is mentioned in Annexure IV.

INTERNAL AUDITORS

The company has appointed CA Girish R Lasi having Membership No 158144 as an internalauditor in accordance with section 138 of the Companies Act 2013 read with rule 13 of theCompanies (Accounts) Rules 2014 for the financial year 2017-2018.

ACKNOWLEDGEMENT

Your directors place on record their sincere thanks to the customers employeesbankers business associates consultants and various authorities for their continuedsupport extended to the company.

FOR AND ON BEHALF OF THE BOARD OF KARDA CONSTRUCTIONS LIMITED

NARESH KARDA MANOHAR KARDA
MANAGING DIRECTOR WHOLE TIME DIRECTOR
(DIN: 01741279) (DIN: 01808564)
(Authorised to sign and serve vide Board Resolution dated 04.08.2017)
Date: 4th August 2017
Place: Nashik