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कमनवाला हाउसिंग कंस्ट्रक्शन निदेशकों की रिपोर्ट, कमनवाला हाउसिंग कंस्ट्रक्शन निर्देशकों द्वारा रिपोर्ट

कमनवाला हाउसिंग कंस्ट्रक्शन

बीएसई: 511131  |  NSE: N.A  |  ISIN: INE344D01018  |  Construction & Contracting - Housing

खोजें कमनवाला हाउसिंग कंस्ट्रक्शन कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Shareholders,
 
 The Directors present their Thirty First Annual Report on the
 business and operations of the Company along with the audited
 Financial Statements of Account for the year ended 31st March,
 2015.
 
 FINANCIAL HIGHLIGHTS:
 
 The summarized Financial Highlights of the Company are as
 follows:
 
                                               For the       For the
                                            Year ended    Year ended
 
                                            31.03.2015    31.03.2014
 
                                          (Rs,In Lacs)  (Rs,In Lacs)
 
 Sales and Other Income                        3568.58       2684.39
 
 Gross Profit
                                                247.44        207.12
 
 Less: Depreciation 
                                                 30.02         21.91
 
 Miscellaneous 
 Expenditure written off 
                                                                  --
 
 Profit before Taxation 
 
 Provision for Taxation 
                                                 50.00         32.00
 
 Provision for Taxation 
 for earlier years                                  --          0.81
 
 Provision for Deferred Tax 
                                                    --          3.23
 
 Provision for deferred tax 
 written back                                     0.51            --
 
 Net Profit / (Loss) for the year 
                                                167.93        149.17
 
 Balance brought forward 
 from Previous Year 
                                               4689.88       4540.71
 
 Profits available 
 for Appropriations 
                                               4857.81       4689.88
 
 Appropriations:
 
 Balance carried to Balance Sheet 
                                               4857.81       4689.88
 DIVIDEND:
 
 With a view to conserve and plough back the resources of the
 Company, the Board of Directors has decided not to recommend any
 dividend for the Financial Year 2014-15.
 
 REVIEW OF OPERATIONS:
 
 During the year under review, the Company reported the turnover
 of Rs.3,568.58 Lacs as compared to Rs.2,684.39 Lacs for the
 previous year. The Company earned profit after tax of Rs.167.93
 Lacs for the year as compared to Rs.149.17 Lacs in the previous
 year.
 
 Once more poor financial performance of the Company for the year
 under review, is largely attributable to the prevailing adverse
 and sluggish market conditions prevailing in the real estate
 market. Such deteriorating market conditions have played a
 spoil-sport upsetting planning and execution of programmes to a
 great extent restraining revenue growth, putting pressure on
 profit margin and straining cash flows. Though the Company''s
 Balance Sheet fundamentals remain strong and debts are well
 within reasonable limits. Your Directors hope that with improved
 market conditions, the Company will register better performance
 in the coming years with healthy cash flows.
 
  Necessary approvals are being sought from the concerned
 authorities for the projects on hand. Negotiations are underway
 for acquisition of new projects.
 
 MATERIAL CHANGES AND COMMITMENTS:
 
 There have not been any material changes and commitments
 affecting the financial position of the Company between the
 financial year ended 31st March, 2015 and the date of the
 Directors'' Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 134(3)(c) of the Companies
 Act, 2013, the Directors based on the information and
 representations received from the Company''s Management confirm
 that:
 
 (a) in the preparation of the annual accounts, the applicable
 Accounting Standards have been followed with no material
 departures;
 
 (b) The Directors had 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 at the end of the financial
 year and of the profit of the Company for that period;
 
 (c) The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with
 the provisions of the Companies Act 2013 for safeguarding the
 assets 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;
 
 (e) The Directors had laid down internal financial controls to
 be followed by the Company and that such internal financial
 controls are adequate and have been operating effectively; and
 
 (f) The Directors had devised proper system to ensure compliance
 with the provisions of all applicable laws and that such system
 are adequate and operating effectively.
 
 FIXED DEPOSITS:
 
 During the year, the Company has not accepted any fixed
 deposits. Hence, there is no outstanding amount as on the
 Balance Sheet date.
 
 LISTING:
 
 The Equity Shares of the Company are listed with Bombay Stock
 Exchange Limited. There are no arrears on account of payment of
 listing fees to them.
 
 PARTICULARS OF EMPLOYEES:
 
 Information required under Section 197 of the Companies Act,
 2013 read with Rule 5(1) of the Companies
 
 (Appointment & Remuneration of Managerial Personnel) Rules, 2014
 is appended as Annexure-I to this Report.  None of the employees
 was in receipt of the remuneration exceeding prescribed limit
 and hence, information under Rule 5(2) of the Companies
 (Appointment & Remuneration of Managerial Personnel) Rules, 2014
 is not provided herein.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
 EXCHANGE EARNINGS AND OUTGO:
 
 In view of the nature of activities which are being carried on
 by the Company, Provisions of Section 134 of the Companies Act,
 2013 read with the Companies (Disclosures'' of Particular in the
 Report of the Board of Directors) Rules, 2014 regarding
 conservation of energy and technology absorption are not
 applicable to the Company.
 
 There were no foreign exchange earnings and expenses during the
 year under review.
 
 LOANS, GUARANTEES OR INVESTMENTS:
 
 The Company has not given any loan or guarantee nor has made any
 investment during the financial year 2014-15 attracting the
 provisions of Section 186 of the Companies Act, 2013.
 
 DIRECTORS:
 
 With a view to restructure the Board of Directors of the
 Company, the following Directors have resigned from the Board:
 
 Name of the Director                       Date of resignation
 
 Mr. Vaibhav Jain                                8th June, 2015
 
 Mrs. Shobha Jain                                9th June, 2015
 
 Mr. Narendra Kumar Gupta                        9th June, 2015
 
 Mr. Sorabh Gupta                               10th June, 2015
 
 Mr. Ramesh J. Patel                            15th June, 2015
 
 The Board of Directors have placed on record its appreciation
 for valuable services and guidance rendered by them during their
 tenure as the Directors of the Company.
 
 Pursuant to the provisions of Section 161 of the Companies Act,
 2013 read with the relevant provisions of the Articles of
 Association, the Board of Directors in its Meeting held on 12th
 November, 2014 had appointed Mr.  Mukesh Jain as an Additional
 Director of the Company.  He would hold office as a Director up
 to the date of the ensuing Annual General Meeting. Your Company
 has received a notice in writing from a Member signifying his
 intention of proposing Mr. Mukesh Jain as a candidate for the
 office of Director. Mr. Mukesh Jain qualifies for Independent
 Directorship in pursuance to the provisions of Section 149(6) of
 the Companies Act, 2013.
 
 Mr. Amit Jain resigned as a Whole-time Director and was
 appointed with effect from 1st June, 2015 as an Additional
 Director under the category of Promoter Director by the Board of
 Directors of the Company in the Meeting held on 29th May, 2015.
 
 Additional information and brief profiles as required under
 Clause 49 of the Listing Agreement with the BSE Ltd. for each of
 the above Directors, seeking re-appointment/ appointment is
 annexed to the Notice of the Annual General Meeting.
 
 DIRECTORS APPOINTMENT AND REMUNERATION:
 
 Considering the requirements of the skill-sets on the Board,
 persons having professional expertise in their individual
 capacity as independent professionals and who can effectively
 contribute to the Company''s business and policy decisions are
 considered by the Nomination and Remuneration Committee for
 appointment of new Directors on the Board. The Non-Executive
 Directors appointed on the Board are paid sitting fees for
 attending the Board and Board Committee Meetings. No other
 remuneration or commission is paid to the Non-Executive
 Directors. The remuneration paid to the Managing Director and
 Whole-time Directors is governed by the relevant provisions of
 the Companies Act, 2013, rules of the Company and Shareholders''
 approval.
 
 DECLARATION BY INDEPENDENT DIRECTORS:
 
 The Company has received declarations from all the Independent
 Directors of the Company, confirming that they meet the criteria
 of independence as provided under Section 149(6) of the
 Companies Act, 2013.
 
 NOMINATION AND REMUNERATION POLICY:
 
 The Nomination and Remuneration Policy recommended by the
 Nomination and Remuneration Committee is duly approved by the
 Board of Directors of the Company and the Remuneration Policy of
 the Company is annexed to this Report as Annexure - II.
 
 KEY MANAGERIAL PERSONNEL:
 
 During the year, Mr. Tarun Jain, Whole-time Director, was
 appointed as a Chief Financial Officer w.e.f. 1st October, 2014.
 
 AUDITORS AND AUDITORS'' REPORT:
 
 At the 30th Annual General Meeting of the Company held
 
 on 27th September, 2014, M/s. Majithia & Associates, Chartered
 Accountants, were appointed as the Statutory Auditors of the
 Company until the conclusion of the fifth consecutive Annual
 General Meeting. In terms of Section 139 of the Companies Act,
 2013 and Rules made thereunder, this appointment is subject to
 ratification by the Members at every Annual General Meeting.
 M/s.  Majithia & Associates have confirmed their eligibility for
 appointment and offer themselves for re-appointment.  The Board
 of Directors based on the recommendation of the Audit Committee
 proposes the appointment of M/s.  Majithia & Associates as the
 Statutory Auditors of the Company.
 
 The Auditors'' observations read with Notes to Financial
 Statements are self-explanatory and do not call for any further
 comments.
 
 SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
 
 Pursuant to the provisions of Section 204 of the Companies Act,
 2013 and the Rules made thereunder, Mr. Upendra C. Shukla, a
 Practicing Company Secretary was appointed by the Board of
 Directors as a Secretarial Auditor to conduct a Secretarial
 Audit of the Company''s Secretarial and related records for the
 financial year 2014- 15. The Secretarial Auditor''s Report for
 the financial year ended 31st March, 2015 is annexed to this
 Report as Annexure  III. No adverse comments have been made in
 the said Report.
 
 EXTRACT OF ANNUAL RETURN:
 
 As required under the provisions of Section 92(3) and 134(3) of
 the Companies Act, 2013 read with Companies (Management and
 Administration) Rules, 2014 an extract of the Annual Return for
 the year ended 31st March, 2015 is annexed to this Report as
 Annexure - IV.
 
 REPORT ON CORPORATE GOVERNANCE:
 
 The Report on Corporate Governance is annexed herewith as
 Annexure  V, which forms part of this Report.  The Certificate
 from Practicing Company Secretary, Mr. Upendra C. Shukla, on
 compliance with Corporate Governance requirements by the Company
 is attached to the Report on Corporate Governance.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT:
 
 Management Discussion & Analysis Report is annexed herewith as
 Annexure  VI and it forms part of this Report.
 
 RELATED PARTY TRANSACTIONS:
 
 The Board in its Meeting held on 12th November, 2014 has adopted
 Related Party Transaction Policy for determining the materiality
 of related party transactions and also on the dealings with
 related parties. This Policy has been displayed in the Company''s
 website.
 
 Pursuant to provisions of Section 188(1) of the Companies Act,
 2013 particulars of contracts / arrangements entered into by the
 Company with related parties are provided in Annexure -VII.
 
 INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
 
 Your Directors to the best of their ability have laid down
 internal financial controls to be followed by the Company, which
 they believe are adequate keeping in view of the size and nature
 of Company''s business. Adequate procedures are in place to
 ensure that all the assets are safeguarded, protected against
 loss and all transactions are authorized, recorded and reported
 correctly. This ensures the quality and reliability of financial
 data, financial statements and financial reporting. The efficacy
 of internal financial controls systems are validated by self-
 audits, verified during internal audits and reviewed by the
 Audit Committee. The Audit Committee of the Board reviews the
 adequacy of internal financial controls on an ongoing basis to
 identify opportunities for improvement in the existing systems
 to further strengthen the internal control environment in your
 Company.
 
 RISK MANAGEMENT:
 
 The Company has identified various risks faced by the Company
 from different areas. For this purpose, a proper framework has
 been set up. The Company has also formed a Risk Management
 Committee. The constitution of this Committee is set out in
 detail in the Corporate Governance Report. The details of risks
 faced by the Company and its mitigation process was discussed by
 the Risk Management Committee at its Meeting held on 12th March,
 2015 and the same was also reviewed by the Board of Directors at
 its meeting held on the same day.
 
 ANNUAL EVALUATION OF BOARD''S PERFORMANCE:
 
 The Nomination and Remuneration Committee of the Board at its
 Meeting held on 4th February, 2015 have laid down the policy and
 process for evaluation of Board of Directors. Under this Policy
 a set of parameters to be used in the evaluation process has
 been determined for:
 
 1.  Self-evaluation of the Board and Board Committees.
 
 2.  Evaluation of Independent Director''s performance by other
 Directors.
 
 3.  Evaluation of Non-Independent Director''s perfor-
 
 mance by Independent Directors.
 
 4.  Evaluation of Chairman''s performance by Inde- pendent
 Directors.
 
 5.  Assessment of Quantity, Quality and Timeliness of
 information to the Board.
 
 Using the parameters mentioned in the policy and process, all
 the evaluations as mentioned above have been carried out during
 the year. This Policy has been displayed in the Company''s
 website. 
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 The Company does not fulfill any of the three criteria specified
 in Section 135(1) of the Companies Act, 2013 and as such is not
 required to comply with the provisions of section 135 of the
 Companies Act, 2013 and Companies (Corporate Social
 Responsibility Policy) Rules, 2014.
 
 WHISTLE BLOWER MECHANISM:
 
 The Company has established a mechanism called Vigil Mechanism
 Policy for Employees, Directors and others who are associated
 with the Company to report to Management instances of unethical
 behavior, actual or suspected fraud or violation of the
 company''s code of conduct. The Policy provides adequate
 safeguards against victimization of Employees / Directors who
 avail the mechanism. The Vigil Mechanism also covers the Whistle
 Blower mechanism aspect as stipulated under Clause 49 of the
 Listing Agreement. The Company affirms that no person has been
 denied access to the Audit Committee in this respect. The Policy
 has been communicated to all employees by displaying the same on
 the Company''s website.
 
 ACKNOWLEDGEMENTS:
 
 Yours Directors thank the customers, channel partners,
 distributors, vendors and bankers for the continued support
 given by them to the Company during the year.  Your Directors
 would also like to thank the employees for their hard work and
 contribution during the year as well as for the advice received
 from the Promoters of the Company.
 
                                  For and on behalf of the Board
 
 
                                            SATISH CHANDRA GUPTA
 
                                                        Chairman
 
 Place: Mumbai
 
 Date: 11th August, 2015.
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `585 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `890 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `483 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `172 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `151 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `388 Cr की बिकवाली की
  • CS ON BHEL : Outperform रेटिंग, लक्ष्य `88/Sh
  • CS ON CADILA HEALTH : Neutral रेटिंग, लक्ष्य `251/Sh
  • CS ON PIDILITE IND : Underperform रेटिंग, लक्ष्य `1245/Sh
  • MACQUARIE ON BHEL : Neutral रेटिंग, लक्ष्य घटाकर `58/Sh

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