Your Directors have pleasure in presenting the 11 th Annual Report together withaudited statement of accounts of the Company for the year ended on 31 st March 2018.
The financial performance of your Company for the year ended March 312018 issummarized below:-
| || ||(Amounts in Lakhs) |
|Particulars ||2017-18 ||2016-17 |
|Turn Over ||13455 ||10984 |
|Expenses ||9567 ||7912 |
|Earnings before interest and tax ||3883 ||3072 |
|Finance Cost ||1971 ||1827 |
|Depreciation ||30 ||27 |
|Profit Before Tax ||1882 ||1218 |
|Tax Expenses: || || |
|Current Tax ||583 ||430 |
|Deferred Tax ||-2 ||0 |
|Profit after Tax ||1301 ||788 |
|Earnings per share (EPS) || || |
|Basic EPS ||12.77 ||7.88 |
|Diluted EPS ||12.77 ||7.88 |
CONSOLIDATED FINANCIAL STATEMENT
This statement 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.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31 st March 2018 have beendisclosed as per Schedule III to the Companies Act 2013.
STATE OF COMPANY'S AFFAIRS
The company was incorporated in Nashik India under the Companies Act 1956 on 17thSeptember 2007 as an Indian non-Govemment Company limited by shares.
Presently company is an Indian non-Govemment Public Limited Company limited by shares.
The company with intention to list its securities on main board of exchanges issued4300000 equity shares off acevalue of Rs.10 each (the "equity shares") of(our"company" or "issuer") comprising of a fresh issue of 2300000 equityshares and an offer for sale of up to 2000000 equity shares by Mr. Naresh Karda (thepromoter selling shareholder") through Initial Public offer.
After completion of due procedure company' ssecurities got listed on NSE and BSE andtrading of such securities started w.e.f 2nd April2018.
Hence the company's status has been changed from unlisted to Listed Company.
Present Share Capital
At present the Authorised Share capital of the company is Rs.140000000/-(RupeesFourteen Crores Only) comprising of 14000000 (One Crore Forty Lakhs) equity shares ofRs.10/- each (RupeesTen Only). While the paid up share capital of the company isRs.123000000/- (Rupees Twelve Crores Thirty Lakhs) comprising of 12300000 (One CroreTwenty three lakhs) equity shares of Rs.10/- each (Rupees Ten Only).
Bonus issue rights issue private placements etc
During the financial year the company with view to capitalise profit withapproval of members sought in Extraordinary general meeting held on 24th July 2017 issuedbonus shares in proportion of 1 (One) equity share for every 9(Nine) existing equity shareheld by the Members.
Further the company has not issued and allotted securities by way of privateplacement.
Equity shares with differential voting rights
The company has not issued equity shares with differential voting rights duringthe year.
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.
SUBSIDIARIES ASSOCIATE COMPANIES JOINT VENTURE COMPANIES
There are no subsidiaries associate companies or joint venture companies of thecompany as on the date of the close 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.
PRINCIPAL BUSINESS ACTIVITY
The Principal Business activity of the Company Includes to carry on the business ofpromoters developers engineers contractors and builders of and to purchase sellresell give or take on lease or rent layout construct build erect demolishre-erect alter repair remodel commercial industrial premises and residential housesof every type housing societies flat scheme apartment .commercial buildings officesfactories warehouses shops go downs farmhouses markets schools hotels motelstheatres hospitals recreation centers and to undertake all types of contract entailingBuild Operate Transfer(BOT) or Build Operate Lease Transfer(BOLT) of roadways nationalhighways bridges flyovers sewers canals docks wells springs dams racecourseswatercourses reclamation water parks irrigation schemes entertainment complex.industrial complexes harbours power plants reservoirs embankments and/or ofconstruction structural or architectural work of any kind whatsoever in India or Abroadand for that purpose to acquire purchase assets liabilities shares of any companyfirm corporation engaged in similar business and to develop land buildings and otherproperties.
REVIEW OF BUSINESS OPERATIONS
The company has generated revenues from its principal business activities amounting toRs. 12679 Lakhs during the current financial year as compared to Rs. 10587 Lakhs duringthe previous financialyear.
Your directors hereby report that the company has earned profit of Rs. 1305 Lakhs forthe current financial year as compared to the profit of Rs. 791 Lakhs in the previousfinancial year.
The core business activities of the company are Real Estate Development -ResidentialProjects and Residential Projects cum office space and Construction Contracts.
Company has registered total 16 projects on MAHARERA site after the implementation ofReal Estate (Regulation and Development) Act 2016.
Company's all Ongoing and Upcoming Projects are concentrated in and around Nashik.Familiarity and experience of markets in and around Nashik will be helpful to expand ourbusiness.
After considering present demand in market we have decided to aim at capturing themarket by concentrating more on affordable housing. With this company will try to promoteeconomic andsocial integration while building community.
The Company launched project Hari Sanskruti Phase II consisting 420 flats under thebrand of Capsule Homes' during the year. Company will focus on marketing of suchproject and making quality homes available for buyers from all income groups.
The company has recently entered into field of Construction work for Governmentcontract. The company has undertaken work of following work of few Government projects asstated bellow:
28 Single Bedroom Flats in Sector-I at Ponda
Construction of 16 Duplex Bungalows in Sector S at Ponda
Construction of Market Complex cum Community Centre & Public HealthEngineering (PHE) Works for Residential Building at Zuarinagar
Construction of a 100 bed civil hospital in Nashik With this company intends todiversify the business by venturing into work of construction contracts.
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 continuous basis the changing needs of clients bydelivering quality services. The company intends continue to carry on to use aknowledge-based approach from internal and external sources in making land acquisitiondevelopment 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 thecompany.
The company does not propose to carry any amounts to any reserves.
Considering the operating environment in the standalone business and in view toconserve resources for the year no dividend is permitted to be paid to the Members forFiscal 2017 as per the Companies Act 2013 ("the Act") and the Rules framedthere under.
Further the board has not declared any interim dividend during the financial 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.
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.
Board of Directors
The Company is managed by well- qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large. TheCompany has a Code of Conduct for Directors and Senior Management personnel. The code isavailable on the official website of the www.kardaconstruction.in .
Composition of board and changes therein
The Board of directors is duly constituted and consists of the followingdirectorsnamely:
|Sr No. ||Name of the Director ||DIN ||Designation |
|1 ||Naresh Jagumal Karda ||01741279 ||Managing Director |
|2 ||Disha Naresh Karda ||06424475 ||Director |
|3 ||Manohar Jagumal Karda ||01808564 ||Whole time director |
|4 ||ShwetaRajuTolani ||07575484 ||Non- Executive IndependentDirector |
|5 ||Rahul Kishor Dayama ||07906447 ||Non- Executive IndependentDirector |
|6 ||Sandeep Ranindra Shah ||06402659 ||Additional Non- Executivelndependent Director |
During the financial year Mr. Kishor Karda (DIN: 07763592) and Mr. Rahul KanayalalKalani (DIN: 07763592) appointed as Additional Non - Executive Independent Directorsubmitted their resignations letters from directorship dated 29th June 2017. The boardaccepted the same and took the note of the same in the board meeting held on June 302017.
Also Mr. Mohanlal Gurnani Non Executive Independent Director ceased to be thedirector of the company w.e.f. February 16 2018 due to disqualification pursuant tosection 164(2) (a) of the Companies Act 2013.
Responsibilities & Functions of Board of Directors
The Board of Directors of the listed entity shall have the following responsibilities:
Disclosure of information:
A. Members of Board of Directors and key managerial personnel shall disclose to theBoard of directors whether they directly indirectly or on behalf of third parties havea Material interest in any transaction or matter directly affecting the listed entity.
B. The Board of Directors and senior management shall conduct themselves so as to meetthe expectations of operational transparency to stakeholders while at the same timemaintaining confidentiality of information in order to foster a culture of gooddecision-making.
Key functions of the Board of Director
a) Reviewing and guiding corporate strategy major plans of action risk policy annualbudgets and business plans setting performance objectives monitoring implementation andcorporate performance and overseeing major capital expenditures acquisitions anddivestments.
b) Monitoring the effectiveness of the listed entity's governance practices and makingchanges as needed.
c) Selecting compensating monitoring and when necessary replacing key managerialPersonnel and overseeing succession planning.
d) Aligning key managerial personnel and remuneration of board of directors with thelonger term interests of the listed entity and its shareholders.
e) Ensuring a transparent nomination process to the board of directors with thediversity of thought experience knowledge perspective and gender in the board ofDirectors.
1) Monitoring and managing potential conflicts of interest of management members ofthe Board of Directors and shareholders including misuse of corporate assets and abuse inrelated party transactions.
g) Ensuring the integrity of the listed entity's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for risk management financial and operational control andcompliance with the law and relevant standards.
h) Overseeing the process of disclosure and communications.
i) Monitoring and reviewing Board of Director's evaluation framework.
a) The Board of Directors shall provide strategic guidance to the listed entity ensureeffective monitoring of the management and shall be accountable to the listed entity andthe shareholders.
b) The Board of Directors shall set a corporate culture and the values by whichexecutives throughout a group shall be have.
c) Members of the Board of Directors shall act on a folly informed basis in goodfaith with due diligence and care and in the best interest of the listed entity and theshareholders.
d) The Board of Directors shall encourage continuing directors training to ensure thatthe members of Board of Directors are kept up-to-date.
e) Where decisions of the Board of Directors may affect different shareholder groupsdifferently the Board of Directors shall treat all shareholdersfairly.
f) The Board of Directors shall maintain high ethical standards and shall take intoaccount the interests of stakeholders.
g) The Board of Directors shall exercise objective independent judgment on corporateaffairs.
h) The Board of Directors shall consider assigning a sufficient number of non-executive members of the Board of Directors capable of exercising independent judgment totasks where there is a potential for conflict of interest.
i) The Board of Directors shall ensure that while rightly encouraging positivethinking these do not result in over-optimism that either leads to significant risks notbeing recognized or exposes the listed entity to excessive risk.
j) The Board of Directors shall have ability to step back' to assist executivemanagement by challenging the assumptions underlying: strategy strategic initiatives(such as acquisitions) risk appetite exposures and the key areas of the listed entity'sfocus.
k) When committees of the Board of Directors are established their mandatecomposition and working procedures shall be well defined and disclosed by the Board ofDirectors.
l) Members of the Board of Directors shall be able to commit themselves effectively totheir responsibilities.
m) In order to fulfill their responsibilities members of the Board of Directors shallhave access to accurate relevant and timely information.
n) The Board of Directors and senior management shall facilitate the independentDirectors to perform their role effectively as a member of the Board of Directors and alsoa member of a committee of Board ofDirectors.
Meetings of the board
During FY 2017-2018 twenty eight meetings of the Board of Directors were held on thefollowing dates: April 32017; April 172017; April 252017; May12017; June 102017;June192017; June 302017; July 72017; July 242017;August 42017; August 282017; August302018; September 272017; November 282017 December 12017; December 262017; January52018 January 172018; January 222018; February 12018;February 152018; February162018; February 172018;March 52018; March 62018; March 222018; March 272018 andMarch 312018.
|Name of Director ||Director Identification Number ||Director Identification Number ||Board Held ||Meetings Attended ||Whether attended AGM |
|Naresh Jagumal Karda ||01741279 ||Chairman & Managing Director ||28 ||28 ||Yes |
|Manohar Jagumal Karda ||01808564 ||Whole Time Director ||28 ||28 ||Yes |
|Disha Naresh ||06484475 ||Director ||28 ||28 ||Yes |
|Shweta Raju Tolani ||07575484 ||Non Executive Independent Director ||28 ||24 ||Yes |
|Rahul Kishor Dayama ||07906447 ||Non Executive Independent Director ||28 ||5 ||NA |
|Sandeep Ravindra Shah ||06402659 ||Additional Non Executive Independent Director ||28 ||5 ||NA * |
1. Rahul Dayama was appointed as Non Executive Independent Director with effect fromAugust 30th 2017.
2. Sandeep Shah was appointed as Additional Non Executive Independent Director witheffect from February 162018.
The intervening gap between the meetings was within the period prescribed under section173 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 relevant circulars notifications orders and amendments thereof.
In accordance with the second proviso o section 149 (1) of the companies act 2013 readwith rule 3 of the companies (Appointment and Qualification of Directors) rules 2014 thecompany is not required to have any woman director on the board though the company hasappointed Mrs. DishaNareshKarda and Mrs. ShwetaRajuTolani on the board.
Following are the Non Executive Independent directors for complying with the provisionsof section 149of the Companies Act
2013 read with rule 4 of the Companies (Appointment and Qualification of Directors)Rules 2014 appointed on board: Mrs.Shweta RajuTolani Mr. Rahul Kishor Dayma Mr.SandeepRavindraShah
All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of the SEBI Listing Regulations.
The disclosure in the board's report regarding reappointment by passing specialresolution is not given as no Independent director has been reappointed.
Retirement by rotation
In accordance with article 77 and section 152 of the Companies Act 2013 Me.ManoharJagumalKarda retires by rotation and being eligible offers himself/herself forappointment.
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.
Familiarization of Independent Directors
Report on Corporate Governance which forms a part of this Annual report contains thedetails of Familiarisation programme for Independent directors to be conducted as per SEBI(LODR) Regulations 2015 to familiarise them with their role rights and responsibilityas Directors the working of the Company nature of the industry in which the Companyoperates business model etc.
The annual evaluation process of the Board of Directors ("Board") Committeesand individual Directors was carried out in the manner prescribed in the provisions of theAct Guidance Note on Board Evaluation issued by Securities and Exchange Board of India onJanuary 52017 and as per the Corporate Governance requirements prescribed by SEBI ListingRegulations.
The performance of the Board Committees and individual Directors was evaluated by theBoard seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members.
The "NRC" reviewed the performance of the individual Directors a separatemeeting of Independent Directors was also held to review the performance ofNon-Independent Directors; performance of the Board as a whole and performance of theChairman and Managing Director of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors. Also NRC assessed the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
This was followed by a Board meeting that discussed the performance of the Board itsCommittees and individual Directors.
The NRC adopted following aspects as criteria for performance evaluation of the board:
a. Composition of the board
b. Effectiveness of Board processes information and functioning
c. Effectiveness of Internal control
d. Effectiveness of implementation policies strategies and business plans by board
The criteria for performance evaluation of Committees of the Board included followingaspects:
a. Composition and structure of the Committees
b. Functioning of Committee meetings
c. Contribution to decision of the Board
The criteria for performance evaluation of the individual Directors included followingaspects:
a. Contribution to the Board and Committee meetings
b. Attendance for Board and committee meetings
c. Constructive contribution
d. Inputs in meetings integrity etc
e. In addition the Chairman was also evaluated on the key aspects of his role.
Directors' Interest In The Company
Sometime the Company does enter into contracts with companies in which some of theDirectors of the Company are interested as director or member. However these contractsare in the ordinary course of the Company's business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regardingthe nature of their interest in the companies in which they are directors or members. Fullparticulars of contracts entered with companies in which directors are directly orindirectly concerned or interested are entered in the Register of Contracts maintainedunder Section 189 of the Companies Act 2013 and the same is placed in every Board Meetingfor the noting of the Directors.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures.
That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31 st March2018.
That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
That the Directors have prepared the Annual Accounts on a going concern basis.
There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of there port.
There are proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
That the Directors had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and wereoperatingeffectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by 2013 the Company work performed by the internal statutoryand secretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY2017-18.
KEY MANAGERIAL PERSONNEL
The following persons were the KMP as on 31 st March 2018 pursuant to sections 2(51)and 203 of the Companies Act 2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) rules2014.
|Sr. No. ||Name ||Designation |
|1 ||Naresh Jagumal Karda ||Managing Director |
|2 ||Manohar Jagumal Karda ||Whole Time Director |
|3 ||Anil Chandulal Nahata ||Chief Financial Officer |
|4 ||Mayura Dinesh Marathe ||Company Secretary and Compliance Officer |
Appointment/ Re-appointment/ Ratification
The members of the company at annual general meeting held on 4th August 2017appointed M/s. Shah &Modi Chartered Accountants (Firm Registration Number: 112426W)as the auditors of the company till the conclusion of sixth Annual General meeting to beheld in year 2023.
Further during the year the notice of resignation dated 1 st December 2017 wasreceived from M/s. Shah & Modi Chartered Accountants (Firm Registration Number:112426W).
Hence M/S JPL & Associates Chartered Accountants (FRN:132748W) was appointed asstatutory auditor in the Extra Ordinary General Meeting held on 26th December 2017 fromthe conclusion of the meeting till ensuing Annual General Meeting for carrying the auditfor financial year2017-2018.
The board recommends appointment of M/s JPL & Associates Chartered Accountants(FRN:132748W) as Statutory Auditors of the company from ensuing Annual General Meetingtill the sixth Annual General Meeting of the company.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Explanation or Comments by the Board on every Qualification Reservation made by theAuditor
The auditor has mentioned following disputes pending with revenue authorities in theaudit report:
|Sr. No. ||Nature of Statute ||Details ||Period ||Demand Amount ||Amount Paid ||Forum where dispute is pending |
|1 ||Income Tax Act 1961 ||Demand u/s 143(3) ||AY 2014-15 ||31.28 ||4.69 ||CIT (Appeals) |
|2 ||Income Tax Act 1961 ||Demand u/s 143(3) ||AY 2015-16 ||203.90 ||29.48 ||CIT (Appeals) |
|3 ||Sales Tax ||Sec 26 of MVAT Act ||F Y2012-13 ||58.46 ||- ||DCST (Appeals) |
|4 ||Sales Tax ||Sec 26 of MVAT Act ||F Y2012-14 ||14.03 ||0.78 ||DCST (Appeals) |
The company is in process of repayment of the dues.
Reporting of Offences involving fraud
The Auditors have not reported any offences involving fraud committed against thecompany by the officers or employees of the company to the central Government or the boardor any other authority as provided in section 143 (12) of the Companies Act 2013 readwith corresponding rules circulars notifications orders and amendments thereof.
INTERNAL FINANCIAL CONTROLS
The company ensures orderly and efficient conduct of its business including adherenceto the 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
The directors farther state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace Prevention Prohibition AndRedressal) Act 2013 and rules made thereunder.
The Company has a Risk Management Policy though the same is not mandatory asper SEBI Listing Regulations 2015 which has been adopted by the Board of Directorscurrently the Company's risk management approach comprises of governance identification& assessment of risk. The risks have been prioritized through a Company wide exercise.Members of Senior Management have undertaken the ownership and are working on mitigatingthe same through co-ordination among the various departments insurance coverage securitypolicy and personal accident coverage for lives of all employees.
The Company has put in place the risk management framework which helps toidentify various risks cutting across its business lines. The risks are identified and arediscussed by the representatives from various functions. Risk Officer will make apresentation periodically on risk management to the Board of Directors and the AuditCommittee. The Board and the Audit Committee provide oversight and review the riskManagement policy periodically.
There are no such elements of risk which in the opinion of the board maythreaten the existence of the company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy:
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.
The company has not taken any steps for utilizing alternate sources of energy
The capital investments on energy conservation equipments:
The company has not made any capital investments on energy conservation equipments.
The efforts made towards technology absorption:
The company being engaged in the business of constructions the company has not madeany efforts towards technology absorption.
The benefits derived like product improvement cost reduction productdevelopment or import substitution:
In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):
(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.
The Expenditure incurred on research and development:
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 outfiows:
|Foreign exchange earnings and outgo || |
(Amounts in Rupees)
| ||Current FY ||Previous FY |
|Foreign Exchange Earnings ||NIL ||NIL |
|Value of Direct imports ||NIL ||NIL |
|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 IV.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
The details of loan provided by the Company under section 186 of the companies Act2013 are as follows: Amount outstanding as at 31 March 2018 for Loans given is Rs.3517.95 Lakhs and Corporate Gurantees given is Rs. 4216.20 Lakhs.
|PARTICULARS ||AMOUNT (IN LAKHS) |
|Loans given ||825 |
|Guarantee Given ||Nil |
|Investments made ||Nil |
LOANS GUARANTEE GIVEN AND INVESTMENTS MADE DURING THE FINANCIAL YEAR 2017-18
|Name of the Entity ||Relation ||Amount ||Particulars of loan guarantee given and investments made. ||Purpose for which the loans guarantees and investments are proposed to be utilized |
|Deepak Builders & Developers ||-- ||200 ||Loan given ||Business purpose |
|Garden Chemical Works ||-- ||15 ||Loan given ||Business purpose |
|Keystone Life capes PL ||-- ||410 ||Loan given ||Business purpose |
|K.R Developers rs ||-- ||50 ||Loan given ||Business purpose |
|Silver Cellular ||-- ||150 ||Loan given ||Business purpose |
SIGNIFICANT AND MATERIAL ORDERS
No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status of the company and the company's operations in thefoture.
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.
COMMITTEES OF THE BOARD
The Board Committee plays a crucial role in the governance structure of the Company andhas been constituted to deal with specific areas/activities which concern the Company andneed a closer review. The Board Committee are set up under the Ibrmal approval of theBoard to carry out clearly defined roles which are considered to be performed by themembers of the Board as a part of good governance practice. The Board supervises theexecution of its responsibilities by the Committees and is responsible for their action.The Chairman of the respective Committee informs the Board about the summary of thediscussions held in the Committee meetings.
The Board has constituted following Committees of Directors:
Audit Committee Nomination and Remuneration Committee Stakeholder's RelationshipCommittee and Corporate Social Responsibility Committee
The Audit committee consists of following directors as members:
|Sr. No. Name of the Director ||Nature of Directorship ||Designation in the Committee |
|1 Mr. Rahul Dayama ||Non Executive Independent Director ||Chairman |
|2 Mrs. Shweta TolaniNon ||Executive Independent Director ||Member |
|3 Mr. Naresh Karda ||Chairman and Managing Director ||Member |
During the year the Audit committee was reconstituted on 30th August 2017 and 19thFebruary2018.
Nomination and Remuneration Committee
The nomination and remuneration committee of the company is constituted in accordancewith section 178 (1) of the Companies Act 2013 and rule 6 of the Companies (Meetings ofBoard and its Powers) Rules 2014.
|Sr. No. Name of the Director ||Nature of Directorship ||Designation in the Committee |
|1 Mrs. Shweta Tolani ||Non Executive Independent Director ||Chair person |
|2 Mr. Rahul Dayama ||Non Executive Independent Director ||Member |
|3 Mr. Sandeep Shah ||Non Executive Independent Director (Additional Director) ||Member |
During the year the Nomination and Remuneration committee was reconstituted on 30thAugust 2017 and 19th February 2018. Disclosure of company's policy on directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters are as per the company'sNomination and Remuneration policy attached herewith as Annexure 1.
Stakeholders Relationship Committee
Stakeholders' relationship committee constituted under section 178 (5) of the CompaniesAct 2013 consists following members:
|Sr. No. ||Name of the Director ||Nature of Directorship ||Designation in the Committee |
|1 ||Mr. Rahul Dayama ||Non Executive Independent Director ||Chairman |
|2 ||Mrs. Shweta Tolanl ||Non Executive Independent Director ||Member |
|3 ||Mrs. DishaKarda ||Executive Director ||Member |
The committee was constituted by the Board of Directors of the company in the meetingheld on 30th August 2017.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Disclosure of composition of corporate social responsibility (CSR) committee contentsof CSR policy is mentioned in Annexure III.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
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.
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 year2017-18.
Mr. Alay Vasavada Practicing Company secretary has been appointed as SecretarialAuditor of the Company in the Board meeting held on 2nd July2018.
Secretarial Auditor of the company mentioned following qualifications reservations inthe Secretarial Audit report provided under Section 204 of the Companies Act 2013:
Return of Allotment filed by the Company i.e. Form PAS-3 dated 8th August 2017list of allottees has not certified by the signatory of the Form PAS-3. Furtheroccupation's of allottees were also not mentioned in list ofallottees
Management has noted the same.
As per Secretarial Standard - 2 the explanatory statement of Notice of GeneralMeeting should stipulate the age qualification experience etc. of the appointee Directorhowever the Company had not given any such details for appointment of the appointeeDirector of the Company. Further as per Secretarial Standard -1 the numbers ofBoard/committee Meetings attended by each Director Date of Committee Meetings were notmentioned in the Director Report for FY2016-17.
Management tabled a certified copy of the CV before the Board of directors hence theage qualification experience etc. of the appointee Director were not mentionedseparately in the Explanatory statement.
The Board has complied the provisions of Secretarial standard-1 in this Director'sreport.
It has been observed that the debentures issued by the company had been follyrepaid in the month March 2017 but there in the Annual Return in Form MGT-7 as on 31 stMarch 2017 is show as NIL outstanding debentures but in the said form it had containednumber of debenture holders which was inadvertently mentionedtherein.
The board of directors noted the same as there has been a typographical error in theform.
M/s C Y & Associates are appointed as cost auditors of the company for theFinancial Year 2018-2019 subject to ratification at the ensuing Annual General meeting ofthe company.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF EMPLOYEES ETC
Disclosure of ratio of remuneration of each director to the median remuneration ofemployees and other details as provided in section 197 (12) read with schedule V of theCompanies Act 2013 and rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in annexure IV.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS 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-
During the financial year the Company issued 4300000 equity shares of face value ofRs. 10 each (the "equity shares") of (our "company" or"issuer") comprising of a fresh issue of 2300000 equity shares and an offerfor sale of upto 2000000 equity shares* by Mr. Naresh Karda (the promoter sellingshareholder") through Initial Public offer. Company had filed draft prospectus withROC on 6 th March 2018-
Further Prospectus was filed with ROC on 24th March 2018.
The Company received listing and trading approvals from NSE and BSE dated on 28thMarch2018.
Trading of Companies securities listed on NSE and BSE ie Equity shares started w.e.f.2nd April 2018 and hence the status of company changed from unlisted to listed company.
Mr. Alay Vasavada Practicing Company secretary has been appointed as SecretarialAuditor of the Company in the Board meeting held on 2nd July 2018.
Secretarial Auditor of the company has not mentioned any qualifications reservationsin the Secretarial Audit report provided under Section 204 of the Companies Act2013.
M/s C Y & Associates are appointed as cost auditors of the company for theFinancial Year 2018-2019 subject to ratification at the ensuing Annual General meeting ofthe company.
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.
|BY ORDER OF THE BOARD || |
|FOR KARDA CONSTRUCTION LIMITED || |
|SD/- ||SD/- |
|NARESHKARDA ||MANOHARKARDA |
|MANAGINGDIRECTOR ||WHOLE TIMEDIRECTOR |
|(DIN:01741279) ||(DIN: 01808564) |
(Authorised to sign and serve vide Board Resolution dated 23.08.2018)
Date: 23rd August 2018 Place: Nashik