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नरेन्द्र प्रोपर्टीज निदेशकों की रिपोर्ट, नरेन्द्र प्रोपर्टीज निर्देशकों द्वारा रिपोर्ट

नरेन्द्र प्रोपर्टीज

बीएसई: 531416  |  NSE: N.A  |  ISIN: INE603F01012  |  Construction & Contracting - Housing

खोजें नरेन्द्र प्रोपर्टीज कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors are pleased to present the 20th Annual Report and the
 Company''s audited financial statement for the financial year ended
 March 31, 2015.
 
 FINANCIAL PERFORMANCE
 
 The Company''s financial performance, for the year ended March 31, 2015
 is summarised below:
 
 Year ended Year ended
 
 S.
 No     Details                      31.03.2015        31.03.2014
                                        (Rs.)              (Rs.)
 
 1   Contract receipts                    -                  -
 
 2   Sales                                -                162600
 
 3   Other income                      13437971          16846068 
  
     Total                             13437971          17008668
 
 4   Total expenditure                  6965721           6970362
 
 5   Interest & finance expenses           -                 -
    
 6   Depreciation                        253122            319453
 
 7   Profit before tax                  6219128           9718853
 
 8   Provision for tax
 
     - Current year                    (1092930)         (3060626)
 
     - Deferred Tax (Asset)               19924             34551
 
 9   Prior year depreciation adj.           -                 -
 
 10   Profit after tax                  5146122           6692778
 
 11   Add: Surplus from previous 
      year                            195554838         188862060
 
 12   Amount available for 
     appropriations                   200700960         195554838
 
 13   Transfer to General
      Reserve                               Nil               Nil
 
 14   Proposed Dividend & 
      Dividend Tax                          Nil               Nil
 
                                      200700960         195554838
 
 DIVIDEND AND TRANSFER TO RESERVES
 
 The income earned by the Company during the financial year ended 31st
 March 2015 comprises of financial income from mutual fund investments
 and interest on loans given. The Company has not earned any profit from
 operations since the development construction projects are under
 implementation. In view of the above and also in order to conserve
 resources for use for acquisition of land and for working capital, your
 Directors are not recommending any dividend for the year ended 31st
 March 2015 (previous year dividend paid is nil).
 
 Your Directors have not transferred any amount to any reserves during
 the year.
 
 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, 2015, 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, 2015 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 all the material requirements of Corporate
 Governance prescribed under Clause 49 of the Listing Agreement. A
 report on Corporate Governance is annexed and it forms part of this
 report.
 
 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
 
 During the year, 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 21 : Significant
 Accounting Policies and Explanatory Statement - No. (3) (1) to the
 financial statement which sets out related party disclosures.
 
 RISK MANAGEMENT
 
 During the year, your Directors have constituted a Risk Management
 Committee which has been entrusted with the responsibility to assist
 the Board in framing and overseeing risk management policy and its
 periodical review, implementation and taking of pre-emptive corrective
 actions as may be deemed necessary. Your Company has adequate risk
 management infrastructure in place capable of addressing risks faced by
 the company both internal and external.
 
 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
 
 During the year under review members have approved the appointment of
 Mr Chandrakant Udani and Mr Nishank Sakariya as Non-Executive,
 Non-Independent Director liable for retirement by rotation. Members
 have also approved the appointment of Mr S Ramalingam, Mr John K John,
 Mr R Subrahmanian, Mr Babubhai P Patel and Mr K S Subramanian as
 Independent Directors not liable for retirement by rotation. Your
 Directors have, based on the recommendation made by the Nomination and
 Remuneration Committee, appointed Mr Chandrakant Udani as the Wholetime
 Director and Chief Financial Officer which was approved by the members
 during the year. Your Directors have appointed Mrs Preethi Siddharth
 Maher as Additional Director who will be holding office only up to the
 ensuing Annual General meeting. The Company has received a special
 notice along with requisite deposit, from a member proposing the
 appointment of Mrs Preethi Siddharth Maher as a Director on the Board
 of the Company liable for retirement by rotation.
 
 Your Directors Mr Mahendra K Maher and Mr Narendra Sakariya retire by
 rotation at the ensuing Annual General meeting and being eligible are
 offering themselves for re-appointment.
 
 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, 2013 and
 Clause 49 of the Listing Agreement with the Stock Exchange.
 
 The Nomination & Remuneration Committee has submitted its
 recommendation as regards the Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which includes criteria for performance evaluation of the non-executive
 directors and executive directors. The Board has accepted the
 recommendation and it shall be implemented for performance evaluation
 during the current financial year ended 31st March 2016.
 
 A familiarization program was conducted 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. The details of the
 familiarization program conducted for Independent Directors, Policy for
 selection of Directors and determining Directors independence,
 Remuneration Policy for Directors, Key Managerial Personnel and other
 employees are also put up on the website of the Company at
 www.narendraproperties.com.
 
 AUDITORS & AUDITORS'' REPORT
 
 Statutory Auditor
 
 The report of the Statutory Auditors M/s Sanjay Bhandari & Co.,
 Chartered Accountants, Chennai, is annexed to this report. The Auditors
 Report does not contain any qualification, reservation or adverse
 remarks.
 
 The Statutory Auditors shall be holding office until the conclusion of
 the ensuing Annual General Meeting and are eligible for re-appointment.
 They have confirmed they are eligible for re-appointment and they are
 not disqualified for re-appointment as Statutory Auditors of the
 Company.
 
 Secretarial Auditor
 
 The Board has appointed Mr A M Gopikrishnan, Practicing Company
 Secretary, to conduct Secretarial Audit for the financial year 2014-15.
 The Secretarial Audit Report for the financial year ended March 31,
 2015 is annexed to this report.
 
 In response to the remarks made in the Secretarial Audit Report, your
 Board wish to inform the members that the Company has initiated the
 process to appoint a Company Secretary u/s 203 of the Companies Act,
 2013. Even though the Company has been taking continuous efforts to
 appoint a Company secretary to discharge its obligation under section
 203 of the Act, the Company could not find suitable candidates willing
 to join the company considering its nature and extent of operations and
 remuneration policy.
 
 Internal Auditor
 
 The Board has appointed Mr R Mugunthan, Chartered Accountant, as
 Internal Auditor, as required under section 138 of the Companies Act,
 2013. The Board and the Audit Committee are reviewing and taking on
 record the Internal Audit Report submitted periodically by the Internal
 Auditor. The Internal Auditor has not reported any adverse findings
 during the year.
 
 DISCLOSURES
 
 Corporate Social Responsibility
 
 Your 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.
 
 Audit committee
 
 The Audit Committee comprises of four Independent Directors and one
 Non-Independent Director and as such the composition requirements
 prescribed under section 177 of the Companies Act, 2013 and the Listing
 Agreement is satisfied. 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 five 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 Loans given, investments made and the purpose for
 which the loan given is proposed to be utilised by the recipient is
 furnished in Note 21 : Significant Accounting Policies and Explanatory
 Statement - No.  (3) (2) to the 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.
 
 Extract of Annual Return
 
 The extract of Annual Return as on 31st March 2015 in the prescribed
 Form MGT9 is annexed to this report.
 
 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 are
 as follows:
 
 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 th 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 2015 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.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to thank the various Governmental
 authorities, the Company''s Bankers Bank of Baroda, HDFC Bank Limited,
 Anna Salai Branch, HDFC Bank Limited, Kilpauk Branch, 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
 
 PLACE : CHENNAI                    S RAMALINGAM
 
 DATED: 10TH AUGUST 2015              CHAIRMAN
स्रोत: रेलीगरे टेचनोवा

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