You are here » Home » Companies » Company Overview » Narendra Properties Ltd

Narendra Properties Ltd.

BSE: 531416 Sector: Infrastructure
NSE: N.A. ISIN Code: INE603F01012
BSE 00:00 | 23 Sep 18.95 -0.50
(-2.57%)
OPEN

18.85

HIGH

19.85

LOW

18.85

NSE 05:30 | 01 Jan Narendra Properties Ltd
OPEN 18.85
PREVIOUS CLOSE 19.45
VOLUME 532
52-Week high 45.25
52-Week low 14.60
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.85
CLOSE 19.45
VOLUME 532
52-Week high 45.25
52-Week low 14.60
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Narendra Properties Ltd. (NARENDRAPROP) - Director Report

Company director report

TO MEMBERS FOR THE YEAR ENDED 31ST MARCH 2021

Dear Members

Your Directors are pleased to present the 26th Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2021.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 312021 is summarisedbelow:

S. No. Details Year ended 31.03.2021 (Rs.) Year ended 31.03.2020 (Rs.)
1 Contract receipts - -
2 Sales - -
3 Other income 129702464 18099
Total 129702464 18099
4 Total expenditure 21743607 10193839
5 Interest & finance expenses - -
6 Depreciation 168346 203599
7 Profit before tax 107790511 (10379339)
8 Provision for tax
- Current year 18394794 -
- Deferred Tax (Asset) (15223) (25200)
9 Prior year depreciation adj. - -
10 Profit after tax 89410939 (10354139)
11 Add: Surplus from previous year 171426349 181780488
12 Amount available for appropriations 260837288 171426349
13 Transfer to General Reserve NIL NIL
14 Proposed Dividend & Dividend Tax NIL NIL
260837288 171426349

DIVIDEND AND TRANSFER TO RESERVES

The Company has not earned any profit from operations since the developmentconstruction projects are under implementation. In view of the above your Directors arenot recommending any dividend for the year ended 31st March 2021 (previous year dividendpaid is nil).

Your Directors have not transferred any amount to any reserves during the year.

 

MANAGEMENTS 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.

B. 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).

C. Financial Performance with Respect to Operational Performance

Your Company reported a total income of Rs. 1297.02 lakhs during the year ended 31stMarch 2021 as against Rs.0.18 lakhs during the previous year. The Profit after tax was Rs.894.11 lakhs for the year ended 31.3.2021 as against Loss after tax of Rs. (103.54) lakhsachieved during the previous year. Your Company has sold a landed property from theinventory which has contributed towards the profit made by the Company during the year.

The value of contract work-in-progress of projects at cost which are at various stagesof progress as on 31 st March 2021 is Rs. 3164.73 lakhs as against Rs. 3201.26 lakhsduring the previous year and the same is disclosed as inventories in the Balance sheet ason 31st March 2021.

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 ever since the construction was completed. The real estate market torluxury apartments at Chennai was severely adversely affected due to COVID19 pandemicprevalent during the whole of last year. The company is taking active efforts to marketthese apartments including exploring alternatives avenues for realization of cash flows.Until the stock is cleared the company is constrained with cash flow availability tolaunch new projects.

Your Company owns landed properties at Sholinganallur Chennai and at Arcot DistTamilnadu wherein it will be launching large scale construction projects for buildingresidential or commercial complexes at an opportune moment.

D. Outlook

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.

E. Risks & Concerns

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.The advent of COVID-19 has further adversely affected the demand in the real estate sectorwhich is experiencing supply glut and demand destruction due to falling incomes.

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.

H. Significant changes in Key Financial Ratios

The Key Financial Ratios applicable to the operations of the Company and changesthereon along with the explanation is furnished hereunder:

S. No. Key Financial Ratio FYE 31.03.2021 FYE 31.03.2020 Change % Explanation
i. Debtors Turnover Nil Nil Nil The Company has not made any credit sales
ii. Inventory Turnover Nil Nil Nil The Company has not made any sales
iii. Interest coverage ratio 9.73 Nil 9.73 Interest coverage ratio has increased due to profit arising out of sale of land
iv. Current ratio 11.04 2.97 8.07 Current ratio has improved due to sale of land during the current year
v. Debt Equity ratio 0.07:1 0.43:1 -0.36:1 The Company has not borrowed funds from banks or financial institutions. Borrowings are only from Directors. Substantial part of borrowings have been re-paid during the year resulting in improvement in the ratio.
vi Operating Profit Margin (%) Not applicable Not applicable Not applicable The Company has not made any sale of flats during the year and hence there are no operating profits
vii Net-profit Margin (%) Not applicable Not applicable Not applicable The Company has not made any sale of flats during the year and hence there are no net profit margin.

Disclosure of Accounting Treatment

The Company has not made any alternative treatment which is in variance with the IndianAccounting Standard.

The treatment of various financial items vis-a-vis the prescribed accounting standardis disclosed Note 1 to 3 annexed to Financial Statements which is self explanatory.

CREDIT RATING

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 2021 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 judgments 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 312021 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.

CORPORATE GOVERNANCE

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 atwww.narendraproperties.com

Your Directors draw attention of the members to Note 23 : Notes to the financialstatements for the year ended March 31 2021 to the financial statement which sets outrelated party disclosures.

RISK MANAGEMENT

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 and Mr Mahendra K Maher retires by rotation at theensuing Annual General meeting and being eligible is offering themselves forre-appointment and since they are more than 75 years of age the resolution proposingtheir re-appointment is proposed as a special resolution.

The Company has in place all the KMPs required to be appointed u/s 203 of the CompaniesAct 2013. MrChirag N Maher is the Managing Director & Chief Executive Officer MrJitesh D Maher is the Chief Financial Officer and Mr NishantAgarwal is the CompanySecretary appointed u/s 203 of the Companies Act 2013.

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.

Afamiliarisation program was conducted on 11th February 2021 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 atwww.narendraproperties.com.

AUDITORS & AUDITORS' REPORT Statutory Auditor

The report of the Statutory Auditors M/s AJ 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 2021.

As regards the remarks made by the Auditors in their report with reference to point2(g)(i) in the para 'Report on other Legal & Regulatory Requirements' your Directorswish to state that the Company has taken post dated cheque amounting to Rs.75 lakhs fromM/s Karismaa Foundations Private Limited based on terms agreed upon in the settlementagreement executed with them and bonafidely believing that the party would honour the postdated cheque when presented for payment on due date. However the cheque was dishonoured.The Company has initiated appropriate legal action against the party for recovery of theamount due. The Auditors have not modified their opinion in this regard.

Secretarial Auditor

The Board has appointed Mr Gopikrishnan Madanagopal Practising Company Secretary toconduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended March 312021 is annexed to this report. The Secretarial Auditorhave issued an un-modified opinion in his report for the year ended 31st March 2021.

Internal Auditor

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.

DISCLOSURES

Corporate Social Responsibility

Your Company is not falling within the financial criteria (as per the Audited FinancialStatements for the year ended 31.03.2021) laid down under section 135(1) of the CompaniesAct 2013 and as such is not under obligation constitute Corporate Social Responsibilitycommittee and undertake CSR activities during the year ended 31st March 2021.

The net profits of the Company has exceeded the financial criteria laid down undersection 135(1) of the Companies Act 2013 during the financial year ended 31st March 2021and hence the company will be complying with the requirements of undertaking CSRActivities during the ongoing financial year 2021-22.

Audit committee

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.

Vigil Mechanism

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 four 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 Investments made & Loans given Note 5: Notes to FinancialStatements.

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 2021 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.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) 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.

General

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 2021 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities theCompany's Bankers Bank of Baroda HDFC Bank Limited Kilpauk Branch Tamilnad 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
PLACE: CHENNAI S RAMALINGAM
DATED :28th JUNE 2021 CHAIRMAN

.