Your Directors take pleasure in presenting the Thirty Eighth Annual Report on thebusiness and operations of the Company together with the Audited Statements of Accountsfor the year ended 31st March 2020.
HIGHLIGHTS OF PERFORMANCE
Consolidated Income / Total revenue for the year ended 31st March 2020 is increasedto H5195.68 lacs as compared to H5078.93 lacs in March 31 2019;
Consolidated Loss after tax for the year ended 31st March 2020 was H1958.85 lacsas compared to Loss of H724.80 lacs in March 31 2019; ( H in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2019-2020 (H) ||2018-2019 (H) ||2019-2020 (H) ||2018-2019 (H) |
|Total revenue ||5329.66 ||4989.41 ||5195.68 ||5078.93 |
|Profit/ (loss) before taxation ||(1895.21) ||(587.09) ||(2470.77) ||(878.87) |
|Provision for taxation || || || || |
|Current ||0 ||0 ||0 ||0 |
|Deferred ||(512.30) ||(153.27) ||(511.92) ||(154.07) |
|Less: minority interest ||0 ||0 ||0 ||0 |
|Net profit/(loss) after tax ||(1382.91) ||(433.82) ||(1958.85) ||(724.80) |
|Other comprehensive income for the year net of tax ||22.82 ||82.88 ||27.35 ||78.32 |
|Other comprehensive income for the year net of tax ||(1360.09) ||(350.94) ||(1931.50) ||(646.48) |
1. FINANCIALRESUL TS
The Company has adopted the Ind AS on April 1 2017 with the transition date as April1 2016 and adoption was carried out in accordance with Ind AS 101 - First time adoptionof Indian Accounting Standards. All applicable Ind AS have been applied consistently andretrospectively wherever required. The transition was carried out from the Indian AccountPrinciples generally accepted in India as prescribed under Section 133 of the CompaniesAct 2013 read with Rule 7 of Companies (Accounts) Rules 2014 (IGGAP) which was theprevious Indian GAAP.
2. TRANSFER TO RESERVES
During the year the Company has incurred operating loss due to launch of new projectsand accordingly no amount is being proposed to transfer to the Company's General Reservefor the financial year ended March 31 2020.
3. SHARECAPI TAL
The paid up Equity Share Capital as on March 31 2020 was H63154000 (face value H10each). During the year under review the Company has not issued shares with differentialvoting rights nor granted any stock options or sweat equity.
Cash and cash equivalent as at 31st March 2020 was H189.15 Lacs and Investment inMutual Funds as at 31st March 2020 was H152.71 Lacs. The Company continues to focus onjudicious management of its working capital. Receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring.
The Company has not accepted any Deposit covered under Section 73 of the Companies Act2013 and The Companies (Acceptance of Deposit) Rules 2014.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
7. PERFORMANCEDURIN G THE YEAR
During the previous financial year your Company obtained all the requisite approvalsand launched two of its most prestigious project known as Poddar Wondercity at Badlapurand Poddar Riviera at Kalyan. Both of these projects are being developed under the PradhanMantri Aawas Yojana in Public Private Partnership with State Government of Maharashtra andCentral Government of India.
The World Health Organization (WHO) declared outbreak of Coronavirus Disease (COVID-19)a global pandemic on March 11 2020. Consequent to this Government of India declaredlockdown on March 23 2020 and the Company suspended the operations in all ongoingprojects of the Group in compliance with the lockdown instructions issued by the Centraland State Governments. COVID-19 has impacted the normal business operations of the Grouplike others during the lock-down period.
The Group has assessed the possible effects that may result from the pandemic relatingto COVID-19 on the carrying amounts of Receivables Inventories Investments and otherassets / liabilities. In developing the assumptions relating to the possible futureuncertainties in the global economic conditions because of this pandemic the Company asat the date of approval of these financial results has used internal and external sourcesof Information. As on current date the Group has concluded that the Impact of COVID - 19is not material based on these estimates.
The Central and State Governments have initiated steps to lift the lockdown and theGroup will adhere to the same as it resumes its activities the Group will continue tomonitor developments in future periods.
8. CORPORATES OCIALRESP ONSIBILITY
As required under section 135 of the Companies Act 2013 the Company has formed CSRcommittee and in past Company has spent funds by undertaking the specified and permissibleactivities for education health and public hygiene under various CSR activities. Adetailed list of the contributions made is annexed herewith as "Annexure A".
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size of itsoperations. The Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport corrective action significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.
10. WHISTLE BLOWERP OLICY
The Company Whistle Blower Policy to deal with instance of fraud and mismanagement ifany. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company at: www.poddarhousing.com.
11. DISCLOSUREUNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTIONPROHIBITIONAND REDRESSAL _ AC T 2013.
Pursuant to Schedule V of SEBI (LODR) Regulations 2015 read with SEBI circular SEBIcircular SEBI/LAD-NRO /GN /298 /47 dated 16-11-18 the Company has in place an Anti-SexualHarassment Policy in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2019-20 - No of complaints received : NIL
- No of complaints disposed off : NIL
12. SUBSIDIARYC OMPANY
The Company has one subsidiary and a Joint Venture Company viz. as follows:
1. Poddar Habitat Private Limited
2. Viva Poddar Housing Private Limited
Statement pursuant to first proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 read with rule 5 of Companies (Accounts) Rules 2014 in the prescribed FormAOC-1 relating to Subsidiary Companies is given herein below:
|CIN ||U93000MH1995PTC086174 ||U45200MH2008PTC186494 |
|Name of the Subsidiary ||Poddar Habitat Private Limited ||Viva Poddar Housing Private Limited |
|Reporting period for the subsidiary ||1st April 2019- 31st March 2020 ||1st April 2019- 31st March 2020 |
|Reporting Currency ||INR (H) ||INR (H) |
|Share Capital ||100000 ||100000 |
|Reserve and Surplus ||(778.14) ||0.00 |
|Total Assets ||3479.57 ||6279.18 |
|Total Liabilities ||4257.63 ||6279.18 |
|Investments ||0.38 ||Nil |
|Turnover ||157.33 ||Nil |
|Profit before Taxation ||(552.67) ||Nil |
|Provision for Taxation ||0.49 ||Nil |
|Profit after Taxation ||(552.18) ||Nil |
|Proposed Dividend ||Nil ||Nil |
|% of shareholding ||100% ||50% |
The audited financial statements the Auditors Report thereon and the Board's Reportfor the year ended 31st March 2020 for each of the Company's subsidiaries are availableon the Company website: www.poddarhousing.com.
The Company will make available the Annual Accounts of the subsidiary Companies to anyMember of the Company who may be interested in obtaining the same.
During the year no Company has become or ceased to be a Subsidiary Joint Venture orAssociate Company of Poddar Housing and Development Limited during the year underconsideration.
13. CONSOLIDATED FINANCIALS TATEMENTS
The Audited Consolidated Financial Statements are provided in this Annual Report whichhave been prepared in accordance with relevant Accounting Standards issued by theInstitute of Chartered Accountants of India (ICAI).
14. DIRECTORSAND KMP
In terms of provisions of the Section 152(6) of the Companies Act 2013 Mr. DilipThakkar retires by rotation at the forthcoming Annual General Meeting and being eligibleoffer themselves for reappointment.
Mr. Tarun kataria independent director has resigned from the Company with effect fromMay 3 2020 due to his pre occupations and his busy schedule in his Venture CapitalForays. There is no any material reasons for his resignation.
Mr. Dipak Kumar Poddar and Mr. Rohitashwa Poddar are proposed to be reappointed for theperiod of 3 years since their tenures are expiring. The notice period and severance feesare nil.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI ListingRegulation.
During the year 5 Board Meetings were held and the gap between two Board Meetings didnot exceed 120 days. Details of the Board Meeting are given the Report on CorporateGovernance.
15. BOARDE VALUATION
PursuanttotheprovisionsoftheCompaniesAct2013andRegulation 19 of the (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
16. DECLARATIONS BYINDEPENDEN T DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. The board confirm the same.
17. REMUNERATIONP OLICYAND FAMILIARIZATION PROGRAMME FORDIREC TORS
In line with the principles of transparency and consistency your Company has adoptedthe following policies which inter alia includes criteria for determining qualificationpositive attributes and independence of a Director.
Policy on Directors remuneration is available on Company's website atwww.poddarhousing.com.
To familiarize a new independent director with the company an information kitcontaining documents about the companysuch as its Annual Reports InvestorPresentations Recent Press Releases and Code of Conduct of Directors and the Memorandumand
Articles of Association is provided. The new independent director individually meetswith board members and senior management. The top management also has one on onediscussion with the newly appointed directors to familiarize with the company and itsoperations. The company has put the Familiarization programme on the website of thecompany at https://www.poddarhousing.com/ policy-document.php.
|Mr. Dipak Kumar Poddar (Executive Chairman) ||31.66 ||5.39 ||1:5.87 |
|Mr. Rohitashwa Poddar (Managing Director) ||37.01 ||5.39 ||1:6.86 |
|Mr. Shrikant Tembey (Independent Director) ||1.95 ||5.39 ||1:0.36 |
|Mr. Dilip J. Thakkar (Non-Executive Director) ||0.45 ||5.39 ||1:0.08 |
|Mr. Ramakant Nayak (Independent Director) ||1.35 ||5.39 ||1:0.25 |
|Mr. Tarun Kataria (Independent Director) ||0.30 ||5.39 ||1:0.05 |
|Mrs. Sangeeta Purushottam (Independent Women Director) ||0.45 ||5.39 ||1:0.08 |
There is no increase in the remuneration paid to the Executive Director and there is noincrease the sitting fees paid to the Independent Directors and Non-executive Director.The average increase in remuneration of employees for the year is 10%.
The market capitalization of the Company at 31.03.19 was H286.02 cr and at 31.03.20 wasat H142.57 cr.
18. DIRECTORSRESP ONSIBILITY
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013: I. that in the preparation of annualaccounts the applicable accounting standards have been followed and no materialdepartures have been made from the same; II. that they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profits of the Company for that year;III. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; IV. that the annual accounts have been prepared on a going concern'basis.
V. that the Company has laid down internal financial controls and such internalfinancial controls are adequate and operating effectively VI. that proper systems havebeen devised to ensure compliance with the provisions of all applicable laws and suchsystems are adequate and operating effectively.
19. RELATEDPAR TY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel which may have a potential conflict with the interest of theCompany at large.
All Related Party Transactions are placed before the Audit Committee and also to theBoard for approval. The transactions entered into pursuant to the prior approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis.
The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website atwww.poddarhousing. com. The particulars as required under the Companies Act 2013 isfurnished in "Annexure B" to this report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THERE GULATORS ORC OURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
21. STATUTORYAUDI TORS
The Members at the 35th (Thirty Fifth) Annual General Meeting approved the appointmentof M/s. Bansal Bansal & Company Chartered Accountants as Statutory Auditors of theCompany under Section 139 of the Companies Act 2013 to hold office for a period of 5years till the conclusion of the 40th Annual General Meeting to be held in year 2022subject to ratification of members at every Annual General Meeting.
M/s. Bansal Bansal & Company have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed there under for reappointment as Auditors ofthe Company.
There is no Qualifications made by the Auditor in their Report as emphasis of theAuditor in their Report are self-explanatory and require no separate comments.
22. COST AUDITORS
In terms of the Order issued by the Central Government under Section 148 of theCompanies Act 2013 the Company was required to maintain cost records and appoint costauditors to get the audit of the cost records of the Company done by a member of theInstitute of Cost & Works Accountants of India (ICAI).
The Company has reappointed N Ritesh & Associates Cost Auditors (Firm RegistrationNo.100675). The Cost Audit Report for FY 2019-20 will be filed within the periodstipulated under the Companies Act 2013.
As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a Resolution seeking Member's approval for the ratification of remunerationpayable to M/s N Ritesh & Associates Cost Auditors is included at Item No. 3 of theNotice convening the Annual General Meeting.
23. SECRETARIALAUDI T
Pursuant to the 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 Dinesh Deora a Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure C".
Information relating to Conservation of Energy Technology absorption etc. pursuant toSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 is not provided as the same is not applicable to the Company.
Foreign Exchange earnings and outgo are furnished in "Annexure D" to thisreport.
25. EXTRACT OF THEANNUAL RE TURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure E".
26. CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION & ANALYSISREP ORT
We comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 on corporate governance. A detailed report on the Corporate Governance has beenincluded in this report along with a certificate from the auditors of the Companyregarding compliance of conditions of Corporate Governance. Further a separate ManagementDiscussion and Analysis report is also given in this report.
27. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided in "Annexure F" of Board Report.
28. EMPLOYEESRELA TIONS
The employees' relation at all levels and at all units continued to be cordial duringthe year.
29. CHANGEIN NA TURE OF BUSINESS:
There is no change in nature of business of the Company.
30. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year Company has not undertaken any changes affecting thefinancial position of the Company.
31. BOARDC OMMITTEE
The Company has following mandatory Committees viz Audit Committee Stakeholder'sRelationship Committee Nomination and Remuneration Committee Corporate SocialResponsibility Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
The Directors wish to place on record their appreciation for the continued support andco-operation by Bankers Customers Business Associates and to the Shareholders andInvestors for the confidence reposed in the Company's management.
The Directors also convey their appreciation to the employees at all levels for theirdedicated services efforts and collective contribution.