Your Directors have pleasure in presenting the 14th Annual Report togetherwith audited statement of accounts of the Company for the year ended on 31stMarch 2021.
The financial performance of your Company for the year ended March 31 2021 issummarized below: - (Amounts in Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Total Revenue ||12845.78 ||11833.49 |
|Total Expenses ||8586.78 ||8672.91 |
|Earnings before interest and tax ||4259.00 ||3160.58 |
|Finance Cost ||1455.52 ||1785.18 |
|Depreciation ||10.87 ||17.53 |
|Pro t Before Tax ||2792.61 ||1357.87 |
|Exceptional Items-Loss by fire ||- ||93.13 |
|Tax Expenses: || || |
|Current Tax ||760.50 ||327.70 |
|Deferred Tax ||6.34 ||(26.60) |
|Net Pro t for the period ||2025.77 ||963.64 |
|Items that will not be subsequently reclassi ed to profit or loss ||(8.10) ||(8.10) |
|Total Comprehensive ||2017.67 ||955.54 |
|Income for the period || || |
|Earnings per share (EPS)*(Face value of 2 each) || || |
|Basic EPS ||3.28 ||1.55 |
|Diluted EPS ||3.28 ||1.55 |
Standalone Financial Statement
During the Financial Year 2020-2021 revenue from operations is 12092.21 Lakhs ascompared to 11412.14 Lakhs during the previous year. Pro t after tax for the financialyear is 2017.67 Lakhs as compared to profit of 955.54 Lakhs of previous year.
The financial statements of the Company for the year ended 31st March 2021 have beendisclosed as per Schedule III to the Companies Act 2013.
Consolidated Financial Statement
The reporting on the performance and financial position of the Subsidiaries associatesand joint venture companies in the Board's Report in accordance with section 129(3) of theCompanies Act 2013 and the Indian Accounting Standard (Ind AS) 110 is not applicable.
The company does not propose to carry any amounts to any reserves.
The Board of Directors approved payment of interim dividends of 0.05/- per equity shareof 2/- each fully paid-up on February 132021. The interim dividend was paid to eligibleMembers as on February 252021. The total interim dividend involved a cash outflow of28.48 Lakhs. The interim dividend was paid to Members subject to deduction of tax atsource as per the applicable rate.
The Board of Directors has recommended a final dividend of 0.05/- per equity share offace value of 2/- each fully paid up i.e. 2.5% for the Financial Year 2020-21 subject toapproval by Members in the ensuing 14th Annual General Meeting (14th AGM) of the Company.With this the total dividend for the Financial Year 2020-21 will be 0.10/- per share (i.e.5 %).
The company did not declare any dividend in previous 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.
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.
BUSINESS AND OPERATIONS
The Company is operating majorly in the following two segments: ? Construction anddevelopment of residential and commercial projects
A summary of completed and ongoing projects as on March 312021 has been detailed inthe Management Discussion and Analysis Report titled Management Report formingpart of the Annual Report.
Change in the nature of business
During the financial year there were no changes in the nature of business of thecompany.
During the year under review the Company handed over total 159 units with area of 1.30Lakh square feet of its ongoing residential and residential cum commercial projects.
Company has total 11 work orders in hand. During the reporting period company hasgenerated revenue of 33.81 Crore from contractual work orders.
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
SHARE CAPITAL RELATED MATTERS
At present the Authorised Share capital of the company is 200000000/- (Rupees TwentyCrores Only) comprising of 100000000 (Ten Crore) equity shares of 2/- each (Rupees TwoOnly). While the paid up share capital of the company is 123000000/- (Rupees TwelveCrores Thirty Lakhs) comprising of 61500000 (Six Crore Fifteen Lakhs) equity shares of2/- each (Rupees Two Only).
The Company had split the face value of per equity share from 10 each to 2/- each viapostal ballot w.e.f. 02-07-2020.
Karda Constructions Limited is a public limited company and its equity shares arelisted on the National Stock Exchange of India Limited and BSE Limited.
Bonus issue rights issue private placements etc
During the financial year the company has not issued any equity shares. No bonusshares were issued during the year. Further the company has not issued and allottedsecurities 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.
Composition of the Board of Directors
The management of the Company is immensely benefitted from the guidance support andmature advice from members of the Board of Directors who are also members of variouscommittees. The Board consists of directors possessing diverse skill rich experience toenhance quality of its performance. The Company has adopted a Policy on Board Diversityformulated by the Nomination and Remuneration Committee. The Companys RemunerationPolicy has laid down a framework for remuneration of Directors (Executive andNon-Executive) Key Managerial Personnel and Senior Management Personnel. These Policiesare available on the Companys website at www.kardaconstruction.com. The Company hasformulated policy on Succession Planning for Directors and Key Managerial Personnel forcontinuity and smooth functioning of the Company.
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 and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations2015 the company has Mrs. Shweta Raju Tolani (DIN:07575484) as a Non-Executive IndependentDirector on the board.
Following are the Non-Executive Independent directors for complying with the provisionsof section 149 of the Companies Act 2013 read with rule 4 of the Companies (Appointmentand Qualification of Directors) Rules 2014 appointed on board:
Mrs. Shweta Raju Tolani (DIN: 07575484) Mr. Rahul Kishor Dayama (DIN: 07906447) Mr.Sandeep Ravindra Shah (DIN: 06402659)
Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 ("theAct") the independent directors have submitted declarations that each of them meetthe criteria of independence as provided in Section 149(6) of the Act along with Rulesframed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has beenno change in the circumstances affecting their status as independent directors of theCompany
The disclosure in the board's report regarding reappointment by passing specialresolution is not given as no Independent director has been reappointed.
Meetings of the board
15 (Fifteen) Board Meetings were held during the Financial Year. The details of theBoard and various Committee meetings are given in the Corporate Governance Report.
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 noti cations orders and amendments thereof.
Re-appointment of Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mrs. Disha KardaDirector (DIN: 06424475) is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.
The Board of Directors based on the recommendations of the Nomination Remuneration andCommittee have recommended the re-appointment of Mrs. Disha Karda Director (DIN:06424475) Director retiring by rotation. The Notice convening the Annual General Meetingincludes the proposal for re-appointment of Mrs. Disha Karda Director (DIN: 06424475) asa Director.
A brief profile of Mrs. Disha Karda Director (DIN: 06424475) has been provided as anAnnexure to the Notice convening the Annual General Meeting. Specific information aboutthe nature of Mrs. Disha Kardas expertise in specific functional areas and the namesof the companies in which she holds directorship and membership / chairmanship of BoardCommittees have also been provided in the Notice convening the Annual General Meeting.
The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its various Committeesfor the Financial Year 2020-21. The evaluation was conducted on the basis of a structuredquestionnaire which comprises performance criteria such as performance of duties andobligations independence of judgement level of engagement and participation attendanceof directors their contribution in enhancing the Boards overall effectiveness etc.The Board has expressed their satisfaction with the process. The observations made duringthe evaluation process were noted and based on the outcome of the evaluation and feedbackof the Directors the Board and the management agreed on various action points to beimplemented in subsequent meetings.
The evaluation process endorsed cohesiveness amongst directors smooth communicationbetween the Board and the management and the openness of the management in sharing theinformation with the Board and placing various proposals for the Boardsconsideration and approval. The Independent Directors met on February 13 2021 without thepresence of other directors or members of Management.
All the Independent Directors were present at the meeting. In the meeting theindependent directors reviewed performance of Non Independent Directors the Board as awhole and Chairman. They assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board. The minutes of the IndependentDirectors meeting were placed before the Board Meeting held on February 26 2021 andthe same were noted by the Board.
The Independent Directors expressed satisfaction over the performance and effectivenessof the Board individual Non Independent Directors and the Chairman. Considering theunhealthy and stressful background of lockdown the performance of the Managing Directorand Chief Financial Officer was found to be outstanding and exemplary in cutting costsensuring collections and team building.
The Independent Directors also expressed improvement in the flow of information betweenthe company management and the Board. The Independent Directors played active role in thecommittee meetings including Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company con rms:
i.In the preparation of the annual accounts for the financial year ended 31stMarch2021 the applicable accounting standards have been followed along with properexplanation relating to material departures.
ii.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 a airs of the Company at the end of thefinancial year and of the profit of the Company for the year ended 31st March 2021.
iii.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.
iv.That the Directors have prepared the Annual Accounts on a going concern basis.
v.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 the report.
vi.There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vii.That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
viii.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 FY 2020-2021.
KEY MANAGERIAL PERSONNEL
There was no change (appointment/resignation) in the Key Managerial Personnel namelyManaging Director the Chief Financial Officer and the Company Secretary of the Companyduring the financial year.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have recommended re-appointment of Mr. Naresh Karda as Chairman and ManagingDirector. Also the Board of Directors have recommended re-appointment of Mr. Manohar Kardaas Whole Time Director.
DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014
Conservation of Energy Technical Absorption and Foreign Exchange Earnings and OutgoThe information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is as follows:
a.The Company has no activity involving conservation of energy or technologyabsorption.
b.The Company does not have any Foreign Exchange Earnings.
c. The Company does not have any Foreign
AUDIT RELATED MATTERS
The Audit Committee comprised of following directors:
|Name of Committee members ||Category |
|1 Mr. Rahul Kishor Dayma ||Non-Executive Independent Director Chairperson |
|2 Mr.Naresh Jagumal Karda ||Executive Director Member |
|3 Mrs. Shweta Raju Tolani ||Non-Executive- Independent Director Member |
At the Eleventh General Meeting held on 29th September 2018 the members appointed M/SSharp Arth & Co (Formerly known as M/S JPL & Associates) Chartered Accountants(Firm Registration No.132748W) as Statutory Auditors of the Company for a period of 5years from the conclusion of the Eleventh Annual General Meeting until the conclusion ofthe Sixteenth Annual General Meeting.
The Statutory Auditors expressed an unmodified opinion in the audit reports withrespect to audited financial statements for the financial year ended March 31 2021.
The auditor has mentioned following disputes pending with revenue authorities in theaudit report:
(INR in Lakhs)
|Name of the statute ||Nature of the dues ||Period to which the amount relates ||Demand Amount ||Amount Paid ||Forum where dispute is pending |
|Income Tax Act 1961 ||Income Tax ||AY 2014- 15 ||1.50 ||1.50 ||Income Tax Appellate |
|Income Tax Act 1961 ||Income Tax ||AY 2015- 16 ||36.13 ||36.13 ||Tribunal (ITAT) |
|Income Tax Act 1961 ||Income Tax ||AY 2015- 16 ||16.39 ||- ||CIT Appeal |
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.
Secretarial Audit of the Company for the year ended March 31 2021 was conducted byMrs. Gajara Shah (Mem No. 37875 COP No 22522) of M/S G K Shah & AssociatesPracticing Company Secretary.
The Secretarial Audit Report issued by Mrs. Gajara Shah (Mem No. 37875 COP No 22522)of M/S G K Shah & Associates in accordance with the provisions of Section 204 of theCompanies Act 2013 is provided separately in the Annual Report in Annexure I. Thesecretarial auditor has mentioned observation regarding the delay in dividend payment. Theboard of directors have taken the note of the same and delay of 2 days was due totechnical error on the Banks portal.
Based on the recommendations of the Audit Committee the Board of Directorsre-appointed M/s C Y & Associates Cost Accountants (Firm Registration No: 00334) asthe Cost Auditors of the Company for the financial year 2021-2022. In terms of Rule 14 ofthe Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditors for financial year 2021-2022 is subject to ratification by the shareholders ofthe Company. The Notice convening the Annual General Meeting contains the proposal forratification of the remuneration payable to the Cost Auditors.
Internal Audit and Internal Financial Controls
The in-house internal Audit team is responsible for assurance with regard to theeffectiveness accuracy and efficiency of the internal control systems and processes inthe Company. The
Companys audit team is independent designed to add value and empowered toimprove the
Companys processes. It helps the Company accomplish its objectives by bringing asystematic disciplined approach for evaluating and improving the effectiveness of riskmanagement control and governance processes.
There are adequate internal financial controls in place with reference to the financialstatements. During the year under review the Internal Audit Department and the StatutoryAuditors tested these controls and no significant weakness was identified either in thedesign or operations of the controls. A report issued by the Statutory Auditors M/S SharpArth & Co on the Internal Financial Controls forms a part of the Annual Report.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee of the Board of Directors is responsible forrecommending the appointment of the Directors and senior management to the Board ofDirectors of the Company. The Company has in place a Nomination and Remuneration Policycontaining the criteria for determining qualifications positive attributes andindependence of a Director and policy relating to the remuneration for the Directors keymanagerial personnel and senior management personnel of the Company.
The Committee also postulates the methodology for effective evaluation of theperformance of Individual Directors committees of the Board and the Board as a wholewhich should be carried out by the Board and Committee and reviews its implementation andcompliance. The Nomination and Remuneration Policy is available under the investor tab onthe Companys website:www.kardaconstruction.com. The extract of policy is reproducedin Annexure II to this report.
Risk Management Framework
The Company has developed and implemented a risk management framework detailing thevarious internal and external risks faced by the Company and methods and procedures foridentifying monitoring and mitigating such risks.
The risk management function is supporting the internal control mechanisms of theCompany and supplements internal and statutory audit functions.
There was no offence or fraud that needs to be reported by the Statutory Auditors asper Section 143 (12) of the Companies Act.
Whistle Blower Policy/ Vigil Mechanism
The Companys Whistle Blower policy provides a mechanism under which anemployee/director of the Company may report unethical behaviour suspected or actualfraud violation of code of conduct and personnel policies of the Company.
The Vigil Mechanism ensures standards of professionalism honesty integrity andethical behaviour. The Whistle Blower Policy/Vigil Mechanism is available under theinvestor tab on the Companys website: www.kardaconstruction.com.
Corporate Social Responsibility Policy
The Company believes that its achievements do not refer only to its growth but are alsospread to society. Accordingly company intends to offer quality education in India.Education and Skilling are the Top Most Priority of the Company.
The Corporate Social Responsibility Policy as formulated by the Corporate SocialResponsibility Committee and approved by the Board of Directors is available underinvestor tab on the Companys website: www.kardaconstruction.com.
In terms of Section 134 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the annual report on the Corporate SocialResponsibility activities of the Company is given in Annexure III to this report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status andCompanys operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has adopted a policy for the prevention and redressal of sexual harassmentat the workplace. Pursuant to the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal Complaints Committee for prevention and redressal of complaints of sexualharassment of women at the workplace. No complaints were received by the Company duringthe year under review.
AWARDS AND RECOGNITIONS
During financial year 2020-2021 the Company was conferred with various awards andrecognitions the details of which are given in a separate section of the Annual Report.
In accordance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance forms part of this report.
A certificate from Mrs. Gajara Shah Practicing Company Secretary affirming compliancewith the various conditions of Corporate Governance in terms of the Listing Regulations isgiven in Annexure IV to this report.
CODE OF CONDUCT
The Company has laid down a code of conduct for the Directors as well as for all seniormanagement of the Company. As prescribed under Regulation 17 of the Listing Regulations adeclaration signed by the Chairman and Managing Director affirming compliance with thecode of conduct by the Directors and senior management personnel of the Company forfinancial year 2020-2021 forms part of the Corporate Governance Report.
DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS
The Directors confirm that the Secretarial Standards issued by the Institute of CompanySecretaries of India have been complied with pursuant to the Companies Act 2013 and therules made thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Regulations the analysis byManagement and discussion is presented in a separate section of the Annual Report titledas Management Discussion and Analysis Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Companys website at www.kardaconstruction.com.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments covered under section 186 of the CompaniesAct 2013 appear in the notes to the financial statements.
RELATED PARTY TRANSACTIONS
During the year the Company did not enter into any contract / arrangement /transaction with a related party which can be considered as material in terms of thepolicy on related party transactions laid down by the Board of Directors. Related partytransactions if any pursuant to the Listing Regulations were approved by the AuditCommittee from time to time prior to entering into the transactions. The related partytransactions undertaken during financial year 2020-21 are detailed in the Notes toAccounts of the Financial Statements.
Further during the year under review there were no contracts or arrangements withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013.Therefore there is no requirement to report any transaction in Form AOC-2 in terms ofSection 134 of the Companies Act 2013 and the rules made thereunder.
Remuneration Details of Directors Key Managerial Personnel and Employees Details ofthe remuneration of Directors key managerial personnel and the statement of employees inreceipt of remuneration exceeding the limits prescribed under Section 134 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure V to this report.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompanys website (www.kardaconstruction.com) on a regular basis.
REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT
The company has not revised its financial statements or boards report in last threefinancial years with reference to section 131 of the Companies Act2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes affecting the financial position of the companytaken place between the end of the financial year of the company to which financialstatements relate and the date of the report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters under the Companies Act2013 and SEBI Regulations either on account ofabsence of any transaction or inapplicability of provisions:
Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capitaland Debentures) rules2014 regarding issue of equity shares with differential rights.
Details of any scheme providing money for the purchase of shares of the Company byEmployees for the benefit of Employees.
Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation inutilisation of money raised by public issue.
Issue of shares (including sweat equity shares) to employees of the company under anyscheme.
|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 16.07.2021)
Date: July 16 2021