Ladam Affordable Housing Limited
Your Directors have pleasure in submitting their 41st Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2020.
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars || |
|For the Year ended 31st March 2020 ||For the Year ended 31st March 2019 ||For the Year ended 31st March 2020 ||For the Year ended 31st March 2019 |
|Net Sales / Income from Business Operations ||- ||- ||758544569 ||5380000 |
|Other Income ||1061095 ||581765 ||5708977 ||4342747 |
|Total Income ||1061095 ||581765 ||764253546 ||9722747 |
|Less:Interest ||- ||- || ||- |
|Profit before Depreciation ||(1587919) ||(1873889) ||20483042 ||(727203) |
|Less: Depreciation || ||- || ||- |
|Profit after depreciation and Interest ||(1587919) ||(1873889) ||19895907 ||(727203) |
|Less: Current Income Tax ||- ||- ||5804471 ||395000 |
|Less: Previous year adjustment of Income Tax ||- ||- || ||- |
|Less: Deferred Tax ||- ||- ||- ||- |
|Net Profit after Tax ||(1587919) ||(1873889) ||14091436 ||(1122203) |
|Dividend (including Interim if any and final) || ||- || ||- |
|Net Profit after dividend and Tax ||(1587919) ||(1873889) ||14091436 ||(1122203) |
|Amount transferred to General Reserve ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||(1587919) ||(1873889) ||14091436 ||(1122203) |
|Total Comprehensive Income for the year ||(22698007) ||(10150187) ||(7018652) ||(9398502) |
|Earnings per share (Basic) ||(0.09) ||(0.10) ||0.77 ||0.06 |
|Earnings per Share(Diluted) ||(0.09) ||(0.10) ||0.77 ||0.06 |
During the year under review your Company has registered revenue as per Standalone& Consolidated financials of Rs 10.61 Lacs & Rs.7642.54 Lacs as against Rs 5.82Lacs & Rs 97.23 Lacs respectively in the previous year. The Profit/(Loss) before taxesas per Standalone & Consolidated financials in the current year is Rs (15.88) Lacs& Rs. 198.96 Lacs as against Loss of Rs (18.74) Lacs & Rs (7.27) Lacs respectivelyin the previous year and Profit/(Loss) after taxes as per Standalone & Consolidatedfinancials are Rs (15.88) Lacs & Rs 140.91 Lacs as against Rs (18.74) Lacs & Rs(11.22) Lacs respectively in the previous year.
Cash and cash equivalents as per standalone and consolidated financials as on March 312020 was Rs. 1.31 Lacs and Rs. 787.05 Lacs respectively. The company continues to focuson judicious management of its working capital. Receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring.
The Board does not recommend any Dividend for the current financial year due to noprofit earned by the Company.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no amount of unpaid/unclaimed Dividend the Company is not required totransfer any amount to the Investor Education & Protection Fund as per provisions ofSection 125 of the Companies Act 2013.
The Company has not accepted any deposits which would be covered under Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Pursuant to change of its name and Main objects in the year 2015-16 the Companyintends to monetize its real estate portfolio by getting into construction of mass housingproject considering affordable housing project scheme.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT
There are no material changes and commitment affecting the financial position of theCompany occurred from 31st March 2020 till date of this report which arerequired to be reported.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 and loss 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) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
In pursuant to the provisions of the Companies Act 2013 and the Articles ofAssociations of the Company Mr. Sumesh Bharat Aggarwal retires by rotation and beingeligible offer himself for re-appointment.
|Name ||Designation ||Qualification ||Age & Experience (Years) ||Date of Commencement of Employment |
|Mr. Sumesh Bharat Aggarwal ||Director ||B. Com ||49/29 ||01/04/1992 |
KEY MANAGERIAL PERSONNEL:
The following persons have been designated as key managerial personnel of the Companypursuant to section 2(51) of the Companies Act 2013 read with rules framed thereunder:
1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)
2. Ms. Mohini Budhwani - Company Secretary
3. Mr. Rajesh Mukane- Chief Financial Officer (CFO) w.e.f. 27th May 2019.
A calendar of Board Meetings Annual General Meeting and Committee Meetings is preparedand circulated in advance to the Directors of your Company.
The Board of Directors of your Company met 4 times during 2019-20 i.e. on 28thMay 2019 14th August 2019 14th November 2019 13thFebruary 2020. The maximum time gap between any two consecutive meetings did not exceedone hundred and twenty days.
The Company has complied with the applicable Secretarial Standards in respect of allthe above-Board meetings.
All the directors were present in the above-mentioned Board meetings.
STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014
(i) The ratio of remuneration of each Director to the Median remuneration of theemployees of the Company for the F.Y. 2019-20
|Name of Director ||Median ||Remuneration ||Ratio |
|Mr. Ashwin Kumar Sharma ||Nil ||Nil ||Nil |
(ii)The Percentage increase in remuneration of each Director CFO CEO CS if any inthe Financial year.
|Name of KMP ||Designation ||FY 2018-19 ||FY 2019-20 ||% Increased |
|Mr. Rajesh Mukane ||CFO ||- ||406400 pa ||- |
|Ms. Mohini Budhwani ||CS ||23000 pm ||310165 pa ||15% |
|Mr. Sumesh Aggarwal ||Executive Director ||- ||- ||- |
Note: Mr. Sumesh Aggarwal CEO & Executive Director of the Company did not drawany remuneration during the F.Y. 2019-20 from the Company.
(iii) The Percentage increase in the median remuneration of the Employees in theFinancial Year.
The Percentage increase in the median remuneration of the employees in the Financialyear 2019-20 is 15%
(iv) The Number of Permanent employees on the rolls of the Company
Permanent employees on the rolls of the Company as on March 31 2020 were 7.
(v) Average percentile increase already made in the salaries of the employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration
Average percentile increase for the employees for the F.Y. 2019-20 is 15%. Theincrement given to each individual employee was based on the employees potentialexperience performance and contribution to the Company's performance targets over aperiod of time and also benchmarked against Industry Standard.
REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:
The details of remuneration / commission received by the directors of the Company fromthe holding Company / subsidiary Company are as follows:-
|Name of Director ||Nature (Remuneration / Commission ) ||Amount ||Company from which this amount is drawn |
|Sumesh B. Agarwal ||Remuneration ||600000/- ||Ladam Homes Pvt Ltd |
BOARD & COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees.
POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The policy is available on the Company's website atwww.ladamaffordablehousing.com
SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives.
The Independent Directors met on 30th November 2019 during the FinancialYear.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The details of the same are available on the websiteof the Company.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued there under and under
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
M/s D.P Sarda & Company Chartered Accountants (Firm's Registration No. 117227W)were appointed as Auditor of the Company for a term of five (5) consecutive years at theAGM held on 30th Sept 2019. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.
STATUTORY AUDITORS' REPORT
The statutory auditors report contains the qualification that "Corporate Guaranteegiven on behalf of Ladam Homes Pvt. Ltd. (Subsidiary Company) enhanced by Rs. 3.50 Crores.LHPL a subsidiary of LAHL which had taken a loan of Rs. 15 Crores from AU Small FinanceBank Ltd. had taken a further top-up of Rs. 3.50 Crores. For the Said top-up loan LAHLhad given an additional Corporate Guarantee of Rs. 3.50 Crores to the said bank. HoweverLHPL had also fully repaid the loan as on 31.03.2020 but still the charge is still showing"Open" in ROC records.
Reply by the Company on the said Matter: The Company is in the process of furtherdiscussion with AU Small Finance Bank Ltd. for additional Top-up of 5 Crores Rs.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. A G Ranade & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report contains qualifications reservations & explanationswhich are self-explanatory. The report is furnished in Annexure A attachedto this report.
As required under Section 134(3)(a) of the Act the Extract of Annual Return in formMGT-9 is put up on the Company's website and can be accessed atwww.ladaaffordablehousingltd.com.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary/ Joint Venture/Associate Company isfurnished in Annexure B and attached to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The particulars of Loans guarantees or investments made under Section 186 arefurnished in Annexure C and are attached to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 186 are furnished in Annexure D and are attached to this report.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Corporate Governance requirements under Companies Act2013 and as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A Separate Section on Corporate Governance under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 along with the Certificate fromPracticing Company Secretary confirming the Compliance is annexed and forms part of theAnnual Report.
The Company has complied with the Secretarial Standards issued by Institute of CompanySecretaries of India on Meeting of the Board of Directors and General Meetings.
INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to provide reasonableassurance that the Company's established policies and procedure have been followed.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transactions are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields. Normal foreseeable risks to thecompany's assets are adequately covered by comprehensive insurance.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore noparticulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts)Rules 2014 in respect of conservation of energy and technology absorption.
Further there were no foreign exchange earnings and outgo during the year underreview.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmedcompliance with the Code.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with various Regulations of the SEBI (Listing obligations and disclosurerequirements) Regulations 2015 entered in with the Stock Exchange a separate section onManagement Discussion and Analysis that includes details on the state of affairs of theCompany as required to be disclosed in the Directors Report forms part of this AnnualReport.
COMMITTEES OF THE BOARD
The Board has constituted various committees which are constituted in compliance withthe applicable provisions of Act and Listing Regulations. Detailed Composition of all theCommittees held during the year under review is provided in Corporate Governance Report ofthe Company.
a. AUDIT COMMITTEE
The Company has duly constituted Audit Committee comprising of Mr. Jayaprasad PillaiIndependent Director (Chairperson) Mr. Sumesh Aggarwal Executive Director and Mrs.Yamini Sejpal Independent Director. The terms of reference Scope and powers of AuditCommittee are in line with the applicable provisions o the Act & Listing Regulations.Company Secretary acted as secretary to the committee.
b. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration Committee comprising ofMr. Jayaprasad Pillai Independent Director (Chairperson) Mr. Ashwin Kumar Sharma
Executive Director Mrs. Yamini Sejpal Independent Director. The Remuneration Policyis available on the Company's website at www.ladamaffordablehousing.com
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholders Relationship Committee comprising of Mr.Jayaprasad Pillai Independent Director (Chairperson) Mr. Ashwin Kumar Sharma Non-Executive Director and Mr. Sumesh Aggarwal Executive Director. The terms of referenceScope and powers of SRC are in line with the applicable provisions of the Act and ListingRegulations.
WHISTLE BLOWER POLICY
As required under Regulation 22 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has an effectiveWhistle Blower Policy to deal with the instances of fraud and mismanagement. The policy isavailable on the Company's website at www.ladamaffordablehousing.com The policy providesfor adequate safeguard against the victimization of the employees.
RISK MANAGEMENT POLICY
Your Company has framed a Risk Management Policy to monitor the risk and manageuncertainty and changes in internal and external environment to limit negative impacts andcapitalize on opportunities.
PARTICULARS OF EMPLOYEES
The applicable information required pursuant to section 197 of the Companies Act 2013read with rule (5) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees are as under:
|Name No. ||Designation ||Median remuneration of Employees in Rs. ||Ratio ||% increase |
|1 Ms. Mohini Budhwani ||Company Secretary ||26500 || ||15% |
|2 Mr. Rajesh Mukane ||Chief Financial Officer ||40000 || ||- |
|3 Mr. Sachin Jain ||Chief Financial Officer || || ||- |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. There were no cases reported during the financialyear ended March 31 2020.
The Management is committed to ensure safety of its employees plant and community atall its operations. The safety Management system has been established communicationinvolvement motivation skill development training and health have been identified asthe key drivers for safe working environment. These initiatives have resulted in reducingthe injuries and lost time significantly.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carried forwardall its operations and procedures following environment friendly norms with all necessaryclearances.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Sd/- ||Sd/- |
|Mr. Sumesh Aggarwal ||Mr. Jayaprasad Pillai |
|Director ||Director |
|00325063 ||01560300 |
|Registered Office: |
|Ladam House C-33 |
|Opp. ITI Wagle Industrial Estate |
|Thane (W) - 400 604. |
|Date: 31 July 2020 |
|Place: Thane |