TO MEMBERS FOR THE YEAR ENDED 31ST MARCH 2019
Your Directors are pleased to present the 24th Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2019.
The Company's financial performance for the year ended March 31 2019 is summarisedbelow:
|Details ||Year ended 31.03.2019 (Rs.) ||Year ended 31.03.2018 (Rs.) |
|1 Contract receipts ||- ||- |
|2 Sales ||- ||- |
|3 Other income ||2598068 ||3835350 |
|Total ||2598068 ||3835350 |
|4 Total expenditure ||11632970 ||13526040 |
|5 Interest & finance expenses ||- ||- |
|6 Depreciation ||252585 ||262518 |
|7 Profit before tax ||(9287487) ||(9953208) |
|8 Provision for tax || || |
|- Current year ||- ||- |
|- Deferred Tax (Asset) ||(173394) ||(257866) |
|9 Prior year depreciation adj. ||- ||- |
|10 Profit after tax ||(9114093) ||(9695341) |
|11 Add: Surplus from previous year ||190894581 ||200589922 |
|12 Amount available for appropriations ||181780488 ||190894581 |
|13 Transfer to General Reserve ||NIL ||NIL |
|14 Proposed Dividend & Dividend Tax ||NIL ||NIL |
| ||181780488 ||190894581 |
DIVIDEND AND TRANSFER TO RESERVES
The income earned by the Company during the financial year ended 31st March 2019comprises of financial income from interest (computed as per INDAS requirements) and / ormutual fund investments. The Company has not earned any profit from operations since thedevelopment construction projects are under implementation. In view of the above and alsoin order to conserve resources for use for acquisition of land and for working capitalyour Directors are not recommending any dividend for the year ended 31st March 2019(previous year dividend paid is nil).
Your Directors have not transferred any amount to any reserves during the year.
MANAGEMENT'S DISCUSSION AND ANALYSIS
A. Industry Structure and Developments
Your Company is a building construction company. It undertakes development projects ofresidential and commercial multi-storied apartment complexes. The operations of theCompany are presently confined to localities in and around Chennai and its suburbs.
Your Company reported a total income of Rs.25.98 lakhs during the year ended 31st March2019 as against Rs.38.35 lakhs during the previous year. The Loss after tax was Rs.(91.14)lakhs for the year ended 31.3.2019 as against Loss after tax of Rs. (96.95) lakhs achievedduring the previous year. Substantial part of total income has been earned towardsinterest (computed as per INDAS requirements) and/or dividend from mutual fund unitsinvested out of the surplus funds available with the Company pending deployment in itsconstruction operations).
The value of contract work-in-progress of projects at cost which are at various stagesof progress as on 31st March 2019 is Rs. 2925.26 lakhs as against Rs. 2455.10 lakhs duringthe previous year and the same is disclosed as inventories in the Balance sheet as on 31stMarch 2019.
Your Company has completed construction of multi-storied residential luxury apartmentsat Woods road abutting Mount Road and General Patters road named 'Grand Melody'. A limitededition home of just 35 super spacious stately apartments Grand Melody shall offer afeeling of living in a villa but with all the convenience privacy and security of amodern apartment campus. However the Company could not sell any of these apartments whichare lying in stock. The company is taking active efforts to market these apartments sothat cash flow could be released for launching further construction projects.
Your Company owns landed properties at Sholinganallur Chennai and at Arcot Dist.Tamilnadu wherein it will be launching large scale construction projects for buildingresidential or commercial complexes at an opportune moment.
C. Segmentwise Performance
Your Company undertakes construction projects at Chennai and its suburb. The activitiesof your Company falls under single segment namely Construction of Buildings (Residential& Commercial).
The primary concern is non-existent demand in the luxury market segment. Availabilityof raw materials especially sand and their ever increasing cost also remains a concern.
Your Company will be concentrating in the execution of the existing projects on hand.Launch of further projects depends upon liquidation of stocks of the premium luxuryapartments built by your company at the heart of the city.
F. Internal Control Systems
Your company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from un-authorised use or disposition.
G. Human resources and industrial relations
Your company has well qualified and experienced technical financial and administrativestaff to cater to its business requirements. The relations with the employees of thecompany remained cordial throughout the year.
Your Company has not issued any financial instruments requiring to be rated by creditrating agencies during the year.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary joint venture or associate companies.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a 'going concern' basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Company has complied with all the material requirements of Corporate Governanceprescribed under Securities & Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015. A report on Corporate Governance as requiredunder regulation 34(3) read along with Schedule V of the said regulation is annexed and itforms part of this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Related Party Transactions which was considered material as per the policy adoptedby the Company and for which the Company has already obtained the members approval at theprevious AGM is disclosed in the Form AOC2 annexed to this report. Other than this theCompany had not entered into any contract arrangement or transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board was put up on the website of the Company at www.narendraproperties.com
Your Directors draw attention of the members to Note 24 : Notes to the financialstatements for the year ended March 31 2019 to the financial statement which sets outrelated party disclosures.
Your Directors have constituted a Risk Management Committee even though it is notrequired under SEBI (LODR) Regulations which has been entrusted with the responsibility toassist the Board in framing and overseeing risk management policy and its periodicalreview implementation and taking of pre-emptive corrective actions as may be deemednecessary. Your Company has adequate risk management infrastructure in place capable ofaddressing risks faced by the company both internal and external.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness has surfaced withregard to those internal controls in place.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company is duly constituted as per the requirements ofsection 149 of the Companies Act 2013 and SEBI (LODR) Regulations 2015. During theyear there has been no change in the overall composition of the Board of Directors of theCompany.
The Independent Directors Mr S Ramalingam Mr Babubhai P Patel and Mr K S Subramanianhave been reappointed to hold office for a second term for a further period of five yearsfrom 1st April 2019 to 31st March 2024 by the members at their 23rd AGM held on 24thSeptember 2018.
Your Director Mr Narendra C Maher Mr Narendra Sakariya and Mrs Preethi S Maher retiresby rotation at the ensuing Annual General meeting and being eligible is offeringthemselves for re-appointment. As Mr Narendra C Maher is aged more than 75 years hisre-appointment is proposed as a special resolution.
The Company has in place all the KMPs required to be appointed u/s203 of the CompaniesAct 2013. Mr Chirag N Maher is the Managing Director & Chief Executive Officer MrJitesh D Maher is the Chief Financial Officer and Mrs Madhuri Mundhra is the CompanySecretary.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
A familiarisation program was conducted on 9th February 2019 for the IndependentDirectors wherein the roles rights responsibilities of the Independent Directors thebusiness model of the company and the industry related developments was apprised andpresented to them. All the Directors attended the Familiarisation programme. The detailsof the familiarization program conducted for Independent Directors has also been uploadedat the website of the Company at www.narendraproperties.com.
The Company has formulated Policy for selection of Directors and determining Directorsindependence Remuneration Policy for Directors Key Managerial Personnel and otheremployees which has been put up on the website of the Company at www.narendraproperties.com.
AUDITORS & AUDITORS' REPORT Statutory Auditor
The report of the Statutory Auditors M/sA J Deora & Associates CharteredAccountants Chennai is annexed to this report. The Auditors have issued an un-modifiedopinion on the Financial Statements audited by them for the year ended 31st March 2019.
The Board has appointed Mr Gopikrishnan Madanagopal Practising Company Secretary toconduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report forthe financial year ended March 31 2019 is annexed to this report.
Mr R Mugunthan Independent Practicing Chartered Accountant is the Internal Auditor ofthe Company as required under section 138 of the Companies Act 2013. The Internal Auditorreports to the Audit Committee and the periodical reports submitted by him are reviewed bythe Audit Committee and the Board. No adverse findings were reported by the InternalAuditor during the year.
Corporate Social Responsibility
Your Company is not falling within the financial criteria laid down under section135(1) of the Companies Act 2013 and as such is not under obligation constituteCorporate Social Responsibility committee and undertake CSR activities.
The Audit Committee constituted by the Board satisfies the requirements prescribedunder section 177 of the Companies Act 2013 and the SEBI (LODR) Regulations. All therecommendations made by the Audit Committee during the year have been accepted by theBoard.
The Company has put in place a vigil mechanism in order to facilitate Directors andEmployees to report on genuine concerns. The Whistle Blower policy adopted by the Companyand the Vigil Mechanism as a part of the said policy has been put up on the website of theCompany at www.narendraproperties.com
Meetings of Board
During the year five meetings of the Board of Directors were held. The dates on whichthe Board meetings were held and the attendance of the Directors therein is furnished inthe Corporate Governance Report.
Particulars of Loans given Investments made Guarantees given and securities provided.
The particulars of Loans given & investments made Note 6 & 5 : Notes toFinancial Statements.
The Company has not given any guarantees and has not provided any security during theyear.
Conservation of energy technology absorption foreign exchange earnings and outgo.
As the Company is basically a construction company the Provisions of Sec. 134 (3) (m)of the Companies Act 2013 so far as the information relating to conservation of energyand technology absorption is not applicable to the Company. The Company has not earned anyrevenue in foreign exchange and it has also not incurred any expenditure in foreigncurrency during the year.
Extract of Annual Return
The extract of Annual Return as on 31st March 2019 in the prescribed Form MGT9 isannexed to this report. Particulars of Employees and related disclosures
In terms of the requirements of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 your Directors wish to state that none of the employees aredrawing remuneration in excess of the limits set out in the said rules. Disclosurespertaining to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 annexed to this report.
Employees Stock Option Scheme
The Company has not formulated any Employees Stock Option scheme.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Company has in place Anti Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy. The Company has not received any complaints under the said Act during the year.
Your Directors do not have anything to report or disclose on the following items sincethere were no transaction relating to them during the year:
i. No deposits were accepted attracting the provisions of section 73 - 76 of theCompanies Act 2013.
ii. The Company has not issued any equity shares during the year with differentialrights as to dividend voting or otherwise.
iii. The Company has not issued any shares (including sweat equity shares) to any ofits employees during the year.
iv. The Company does not have any subsidiary Joint venture or associate companies andas such the Managing Director / Whole time Directors receiving any remuneration from suchcompanies does not arise.
v. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
vi. There were no material changes and commitments affecting the financial position ofthe company which have occurred between 31st March 2019 and the date of this report.
vii. The Board has reviewed the system in place to monitor compliance with all theapplicable laws relating to Companies domain of operation and it has not come across anymaterial non-compliance with such laws during the year.
Your Directors take this opportunity to thank the various Governmental authorities theCompany's Bankers Bank of Baroda HDFC Bank Limited Kilpauk BranchTamilnad MercantileBank Limited and all the customers suppliers and contractors who have supported theefforts of the Company at every critical stage.
Your Directors also wish to place on record the dedicated services rendered by theemployees of the Company at all levels.
|By Order of the Board || |
|For and on behalf of the Board of Directors || |
|BABUBHAI P PATEL ||NARENDRAC MAHER |
|DIRECTOR ||DIRECTOR |
DATED: 12TH AUGUST 2019