Dear Members,
Your Directors are pleased to present the 28th Annual Report and the Company's audited
financial statement for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE
The Company's financial performance, for the year ended March 31, 2023 is summarised
below:
S.No |
Details |
Year ended 31.03.2023 (in Lakhs) |
Year ended 31.03.2022 (in Lakhs) |
1 |
Contract receipts |
- |
- |
2 |
Sales |
- |
- |
3 |
Other income |
776.283 |
0.142 |
|
Total |
776.283 |
0.142 |
4 |
Total expenditure |
212.369 |
195.226 |
5 |
Interest & finance expenses |
71.940 |
49.459 |
6 |
Depreciation |
0.147 |
0.363 |
7 |
Profit before tax |
491.827 |
(244.906) |
8 |
Provision for tax |
|
|
|
- Current year |
61.884 |
- |
|
- Deferred Tax (Asset) |
0.141 |
0.113 |
9 |
Prior year depreciation adj. |
- |
- |
10 |
Profit after tax |
429.802 |
(245.019) |
11 |
Add: Surplus from previous year |
2,363.353 |
2,608.372 |
12 |
Amount available for appropriations |
2,793.155 |
2,363.353 |
13 |
Transfer to General Reserve |
NIL |
NIL |
|
|
2,793.155 |
2,363.353 |
TRANSFER TO RESERVES
Your Directors have not transferred any amount to any reserves during the year.
DIVIDEND
The Board of Directors have recommended dividend of Re.1/- (i.e., 10%) (previous year
Nil) per equity share of Rs.10/- each fully paid up. Dividend is subject to approval of
members at the ensuing 28th Annual General Meeting (28th aGM) and shall be subject to
deduction of income tax at source, to the extent applicable. The dividend will be
disbursed after the same is approved by the members at their ensuing AGM.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company does not have any amount to be transferred to Investor Education and
Protection Fund as required under the provisions of Section 125(2) of the Companies Act,
2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS
A. Industry Structure and Developments
Your Company is a building construction company. It undertakes development projects of
residential and commercial multi-storied apartment complexes. The operations of the
Company 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 activities
of 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. 776.283 lakhs during the year ended 31st
March 2023 as against Rs. 0.142 lakhs during the previous year. The Profit after tax was
Rs. 429.802 lakhs for the year ended 31.3.2023 as against Loss after tax of Rs. (245.019)
lakhs achieved during the previous year.
The value of contract work-in-progress of projects at cost which are at various stages
of progress as on 31st March 2023 is Rs. 3101.329 lakhs as against Rs. 3300.682 lakhs
during the previous year and the same is disclosed as inventories in the Balance sheet as
on 31st March 2023.
Your Company has unsold inventory in its completed project of multi-storied residential
luxury apartments at Woods road abutting Mount Road and General Patters road named 'Grand
Melody'. The Company could not sell any of these apartments which are lying in stock ever
since the construction was completed. Your Company is taking active efforts and exploring
various avenues to dispose off the unsold inventory, including but not limited to
marketing the same to interested related parties for which it has already obtained members
approval. The Company has received several enquiries and it is pursuing them to conclude
the sales.
Your Company owns landed properties at Sholinganallur, Chennai which it will be
utilizing as appropriate to enhance shareholder value as per the emerging business
circumstances including outright sale of the properties to realize cash flows.
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 luxury
apartments 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.
F. Internal Control Systems
Your company has a proper and adequate system of internal controls to ensure that all
assets 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 administrative
staff to cater to its business requirements. The relations with the employees of the
company remained cordial throughout the year.
H. Significant changes in Key Financial Ratios
The Key Financial Ratios applicable to the operations of the Company and changes
thereon along with the explanation is furnished in Note 29 annexed to Balance sheet as on
31-03-2023.
Disclosure of Accounting Treatment
The Company has not made any alternative treatment which is in variance with the Indian
Accounting Standard. The treatment of various financial items vis-a-vis the prescribed
accounting standard is 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 credit
rating 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, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions
of 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 Governance
prescribed under Securities & Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015. A report on Corporate Governance as required
under regulation 34(3) read along with Schedule V of the said regulation is annexed and it
forms part of this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Related Party Transactions which was considered material as per the policy adopted
by the Company and for which the Company has already obtained the members approval at the
previous AGM is disclosed in the Form AOC2 annexed to this report. Other than this, the
Company had not entered into any contract, arrangement or transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions 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 23 : Notes to the financial
statements for the year ended March 31, 2023 to the financial statement which sets out
related party disclosures.
RISK MANAGEMENT
The Company is not under obligation to constitute a Risk Management Committee since it
does not form part of prescribed group of companies required to do so.
Your Company has adequate risk management infrastructure in place capable of addressing
risks faced by the company both internal and external. The Board of Directors periodically
reviews the potential risks affecting the business of the Company and remedial measures
undertaken by the management of the Company in mitigating those risks.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, no reportable material weakness has surfaced with
regard 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 of
section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.
The Board of Directors have, upon recommendation of the Nomination & Remuneration
Committee, appointed Mr Narendra Kumar Lunawath and Mr Aravind Kumar Ayush Jain as
Additional Directors in the category of Independent Director at their meeting held on 10th
August 2023, and they shall be holding office only upto the ensuing Annual General Meeting
(AGM). The Company has received a Notice from a shareholder, along with requisite deposit,
proposing the appointment of Mr Narendra Kumar Lunawath and Mr Aravind Kumar Ayush Jain as
Directors on the Board of the Company under the category of Independent Directors for a
period of five years from 10th August 2023 to 9th August 2028, not liable for retirement
by rotation.
Other than the above, none of the other Independent Directors have resigned during the
year before the expiry of his / her term of appointment and there were no change in the
overall composition of the Board of Directors of the Company.
The Independent Directors Mr Babubhai P Patel and Mr K S Subramanian have been
reappointed to hold office for a second term for a further period of five years, from 1st
April 2019 to 31st March 2024, by the members at their 23rd AGM held on 24th September
2018.
Your Directors Mr Narendra C Maher and Mr Narendra Sakariya have opted for retirement
at the ensuing AGM. Though they are eligible for re-appointment, they have expressed their
intention not to offer themselves for reappointment as Directors and as such they will be
vacating office as Director from the conclusion of the ensuing AGM.
The Company has in place all the KMPs required to be appointed u/s 203 of the Companies
Act, 2013. Mr Chirag N Maher is the Managing Director & Chief Executive Officer, Mr
Jitesh D Maher is the Chief Financial Officer. Mr Nishant Agarwal, Company Secretary,
resigned during the year and in his place Ms Khadija Shabbir Bharmal was appointed as
Company Secretary u/s 203 of the Companies Act, 2013.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 201 3 and SEBI (LODR) Regulations, 2015.
A familiarisation program was conducted on 11th February 2023 for the Independent
Directors wherein the roles, rights, responsibilities of the Independent Directors, the
business model of the company and the industry related developments was apprised and
presented to them. All the Directors attended the Familiarisation programme. The details
of the familiarization program conducted for Independent Directors has also been uploaded
at the website of the Company at www.narendraproperties.com.
The Company has formulated Policy for selection of Directors and determining Directors
independence, Remuneration Policy for Directors, Key Managerial Personnel and other
employees which has been put up on the website of the Company at
www.narendraproperties.com.
AUDITORS & AUDITORS' REPORT Statutory Audit
The Statutory Auditors M/s SANJIV SHAH & ASSOCIATES, Chartered Accountants,
Chennai, have conducted statutory audit for the year ended 31st March 2023 and their
report to members is annexed hereto. The Auditors have issued an un-modified opinion on
the Financial Statements audited by them for the year ended 31st March 2023.
Secretarial Audit
The Board has appointed Mr Gopikrishnan Madanagopal, Practising Company Secretary, to
conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for
the financial year ended March 31, 2023 is annexed to this report. The Secretarial Auditor
have issued an un-modified opinion in his report for the year ended 31st March 2023.
Internal Audit
Mr R Mugunthan, Independent Practicing Chartered Accountant is the Internal Auditor of
the Company as required under section 138 of the Companies Act, 2013. The Internal Auditor
reports to the Audit Committee and the periodical reports submitted by him are reviewed by
the Audit Committee and the Board. No adverse findings were reported by the Internal
Auditor during the year.
DISCLOSURES
Corporate Social Responsibility (CSR)
Your Board of Directors evaluated the Company's obligation u/s 135(1) of the Companies
Act, 2013, to carry out CSR activities and are of the opinion that the Company is not
falling within the financial criteria laid down under section 135(1) of the Companies Act,
2013, and as such is not under obligation constitute Corporate Social Responsibility
committee and undertake CSR activities during the year ended 31st March 2023. In view of
this no CSR activities was carried out during the year ended 31st March 2023.
Audit committee
The Audit Committee constituted by the Board satisfies the requirements prescribed
under section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations. All the
recommendations made by the Audit Committee during the year have been accepted by the
Board.
Vigil Mechanism
The Company has put in place a vigil mechanism in order to facilitate Directors and
Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company
and the Vigil Mechanism as a part of the said policy has been put up on the website of the
Company at www.narendraproperties.com.
Meetings of Board
During the year eight meetings of the Board of Directors were held. The dates on which
the Board meetings were held and the attendance of the Directors therein is furnished in
the 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 Financial
Statements.
The Company has not given any guarantees and has not provided any security during the
year.
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 energy
and technology absorption is not applicable to the Company. The Company has not earned any
revenue in foreign exchange and it has also not incurred any expenditure in foreign
currency during the year.
Annual Return
The Annual Return as on 31st March 2023 in the prescribed E-Form MGT7 is available at
the following web-link:
http://narendraproperties.com/pdf/Form_MGT_7%20NPL%20DRAFT%2031032023%20rev.pdf
Particulars of Employees and related disclosures
In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Directors wish to state that none of the employees are
drawing remuneration in excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial 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, Prohibition
and Redressal) Act, 2013.
The Company has in place Anti Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. 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 since
there were no transaction relating to them during the year:
i. No deposits were accepted attracting the provisions of section 73 - 76 of the
Companies Act, 2013.
ii. The Company has not issued any equity shares during the year with differential
rights as to dividend, voting or otherwise.
iii. The Company has not issued any shares (including sweat equity shares) to any of
its employees during the year.
iv. The Company does not have any subsidiary, Joint venture or associate companies and
as such the Managing Director / Whole time Directors receiving any remuneration from such
companies does not arise.
v. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
vi. There were no material changes and commitments affecting the financial position of
the company which have occurred between 31st March 2023 and the date of this report.
vii. The Board has reviewed the system in place to monitor compliance with all the
applicable laws relating to Companies domain of operation and it has not come across any
material non-compliance with such laws during the year.
viii. The Company has made an application under Insolvency and Bankruptcy Code, 2016
for recovery of dues from one entity. The details are furnished in Note 5 annexed to
Financial statements. Other than the above, there are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016, during the year or as at the end of the year which
were initiated by the Company or lodged against the Company.
ix. The Company has not done any valuation or availed any one time settlement of loans
from Banks or Financial Institutions during the year.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the various Governmental authorities, the
Company's Bankers HDFC Bank Limited, Bank of Baroda, Tamilnad Mercantile Bank Limited and
all the customers, suppliers and contractors who have supported the efforts of the Company
at every critical stage.
Your Directors also wish to place on record the dedicated services rendered by the
employees of the Company at all levels.
|
By Order of the Board, |
|
For and on behalf of the Board of Directors |
|
BABUBHAI P PATEL |
|
CHAIRMAN |
PLACE : CHENNAI |
|
DATED : 22ND MAY 2023 |
|
|