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Directors Report of CHD Developers Ltd.

Mar 31, 2016

To,

The Members,

CHD Developers Limited

The Directors are pleased to present their Twenty Sixth Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2016.

1. Financial Results

The summarized financial results of the Company for the year ended 31st March, 2016 are as follows:

(Amount in Rs. Lacs)

Particulars

Standalone

Consolidated

- 31.03.2016 1

31.03.2015 |

31.03.2016

31.03.2015

Net income from operations

16931.80

23320.68

18202.49

24970.06

Profit before Tax, Depreciation and Interest

2580.44

3022.52

2758.48

3371.62

Interest

970.07

1547.83

1062.61

1726.75

Depreciation

248.23

267.57

252.87

272.22

Profit before Tax

1362.13

1207.12

1443.00

1372.65

Profit after Tax

885.23

788.58

896.46

898.76

2. Dividend

Keeping in view need to conserve resources for growth of the Company, your Directors are constrained not to recommend any dividend for the year under review.

3. Financial Summary or Highlights / Performance

Standalone

During the financial year 2015-16 your Company achieved a turnover of Rs.16931.80 Lacs (Rs. 23320.68 Lacs in 2014-15) and Net profit (Post tax) for the year 2015-16 stood at Rs. 885.23 Lacs (Rs. 788.58 Lacs in 2014-15). The Earning per share (EPS) is 0.78. The Company doesn''t propose to carry any amount to the reserves.

Consolidated

During the financial year 2015-16 your Company achieved a turnover of Rs. 18202.49 lacs (Rs. 24970.06 Lacs in 2014-15) and Net profit (Post tax) for the year 2015-16 stood at Rs. 896.46 Lacs (Rs. 898.76 Lacs in 2014-15). The Earning per share (EPS) is 0.79.

The Company has managed to perform slightly better than last year and there has been increase in profits at standalone basis as compared to last Financial year, During the year there is decline in Turnover but the Company has managed to post better profits due to decrease in finance cost and expenditure.

There has not been significant improvement in the financials due to factors beyond control Owing to slow down in the whole real estate industry, whereas Inspire of challenging environment during the year, CHD has still performed exceptionally well on various fronts by way of concentration on the existing projects & new launches and positioned itself way ahead to other established real estate players

Operations

During the year 2015-16 the Company initiated adoption of latest technology such as Tunnel Formwork, which shall drastically cut down the project cycle time and the construction cost.

Real Estate sector has been battling multifaceted problems marked by slow growth, decreased absorption rates and low investor confidence, but he Company is always embarking on making its presence in the real estate industry and has solidified its brand image by launching two new projects, both at Gurgaon; namely CHD EWay Towers and CHD Resort co i.e. 10,20,000 square feet of area launched. Further after the period under review the Company was awarded for Best Customer Satisfaction" by Golden Brick Awards 2016, Dubai for its image and to deliver on time.

The Company has sold approx. 4,70,000 square feet of new area with an increased average price realization of Rs. 4,767 per sq. ft. as compared to Rs. 4,205 per sq. ft. last year.

4. Share Capital

During the year under review there has been no change in the paid up Equity Share Capital of the Company and as on 31st March, 2016 the paid up Equity Share Capital of the Company was Rs. 22,71,84,572 (Rupees Twenty Two Crores Seventy One Lacs Eighty Four Thousand Five Hundred and Seventy Two only).

No shares with differential voting rights, stock or sweat equity shares were issued by the company during the year under review.

5. Directors

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajinder Kumar Mittal, Whole time Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment, subject to the approval of Shareholders of the Company. A brief Resume of Mr. Rajinder Kumar Mittal is attached with the Notice of Annual General Meeting.

During the year under review the members of the Company approved the appointment of Mrs. Shashi Prabha Passi as an Independent Director for a period of 5 years, who is not liable to retire by rotation.

The Company has received declarations from all the independent directors of the Company that they meet the criteria of independence as provided under Section 149(6) of Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review there is no change in the Board of Directors of the Company, However the Company pursuant to the approval of members reappointed Mr. Rajinder Kumar Mittal, Whole time Director and Mr. Gaurav Mittal, Managing Director of the Company for a period of 5 years w.e.f. 2nd February, 2016 and the remuneration was approved for a period of 3 years

The Company has a proper Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, a process of evaluation was followed by the Board for its own performance and that of its committees and individual directors.

The Company has also devised a program for familiarization of independent directors with the Company, nature of the industry in which Company operate, business model of the Company and other related matters, which has been placed on the website of the Company and can be accessed at the link http://www.chddevelopers.com/pdf/ Familiarization-id.pdf.

Following policies of the Company are attached herewith as Annexure ''A'' and Annexure ''B'' respectively:-

i. Board Evaluation Framework; and

ii. Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1. Mr. Rajinder Kumar Mittal - Whole time Director

2. Mr. Gaurav Mittal - Managing Director

3. Mr. Sunil Kumar Jindal - Chief Financial Officer

4. Mr. Sachin Kumar - Company Secretary

During the year under review Ms. Ritu Goyal resigned as Company Secretary and Compliance officer w.e.f. 3rd day of February, 2016 and Mr. Sachin Kumar joined as Company Secretary and Compliance Officer of the Company w.e.f. 24th day of February, 2016.

6. Material Changes Affecting Financial Position of the Company

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate, i.e. 31st March, 2016 and the date of the Board''s Report

7. Auditors Statutory Auditors

M/s. Mohan & Mohan, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of this Annual General Meeting and term of the Auditors expires at this Annual General Meeting, considering which the Board of directors on the recommendation of Audit Committee have proposed the appointment of M/s. AMRG & Associates, Chartered Accountants as statutory auditors at the ensuing Annual General Meeting for a period of five years from the conclusion of this Annual General Meeting to the Conclusion of the Annual General Meeting to be held for the financial year 2020-2021, subject to the ratification of appointment by the members of the Company at each Annual General Meeting.

The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment.

Cost Auditors

M/s. Rahul Jain and Associates, Practicing Cost Accountant was appointed by the Board of Directors for conducting the audit of cost records of the Company for its "construction" activities, for the financial year 2015-16.

Secretarial Auditors

Mohd. Nazim Khan, Practicing Company Secretary was appointed by the Board of Directors for conducting the secretarial audit of the Company for the financial year 2015 -16. The secretarial audit report for the financial year 2015 16 is annexed herewith as Annexure ''C'' to this report. The Secretarial Audit Report doesn''t contain any qualification, reservation or adverse remark.

8. Management Discussion & Analysis and Corporate Governance Report

The Management''s Discussion and Analysis Report and Corporate Governance Report for the year under review together with a certificate from the Company''s Statutory Auditors confirming compliance forms part of this Report

Corporate Governance report is annexed to this Report as Annexure ''D'' and Management Discussion and Analysis report is separately given under the Annual Report.

9. Extracts of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT.9 is attached as Annexure ''E''.

10. Directors'' Responsibility Statement

As required by the provisions of section 134 (3)(c) of the Companies Act, 2013, the Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation to material departure;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

- The Directors have 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.

- The Directors have prepared the annual accounts on a going concern basis.

- 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;

- The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Subsidiaries of the Company

As on 31st March, 2016, the Company had following subsidiaries, all incorporated in India:

S. No.

Name of the Company

% Holding

DIRECT SUBSIDIARIES

100

1.

Golden Infracon Private Limited

100

2.

CHD Facility Management Private Limited

100

3.

CHD Infra Projects Private Limited (Formerly known as CHD Armaan Realtech Private Limited)

100

4.

Empire Realtech Private Limited

100

5.

International Infratech Private Limited

100

6.

Delight Spirits Private Limited

100

7.

CHD Elite Realtech Private Limited

100*

8.

CHD Blueberry Realtech Private Limited

100*

SUBSIDIARIES OF CHD Infra Projects Private Limited

1.

CHD Hospitality Private Limited

100**

* A part of total share capital of CHD Elite Realtech Private Limited and CHD Blueberry Realtech Private Limited is held by M/s CHD Infra Projects Private Limited, which itself is a 100% subsidiary of CHD Developers Limited.

** CHD Hospitality Private Limited is a 100% Subsidiary of CHD Developers Limited through CHD Infra Projects Private Limited which holds 99.71 % shareholding of CHD Hospitality Private Limited.

The Board has formulated a policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , which has been placed on the website of the Company and can be accessed at the link: http://www.chddevelopers.com/pdf/ Policy-dms.pdf.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC - 1.

12. Fixed Deposits

Pursuant to the provisions of the chapter V of the Companies Act, 2013, the Company has accepted Fixed Deposits and as on 31st March, 2016 such deposits stood at Rs. 2929.27 Lacs as against Rs. 1912.66 Lacs at the close of the preceding financial year. There were unclaimed deposits aggregating Rs. 1,56,763/- pertaining to 62 depositors as on that date. There is no default in repayment of deposits or payment of interest thereon, during the year.

13. Particulars of Employees and Other Additional Information

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''F'' to this report and form part of this Report.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure G.

15. Listing at Stock Exchange

The Equity Shares of the Company continue to be listed on BSE Limited. The annual listing fee for the current year has been paid to BSE Limited.

16. Disclosures

Corporate Social Responsibility (CSR)

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities.

The Board has approved a policy for Corporate Social Responsibility and same has been uploaded on the website of the Company i.e. www.chddevelopers.com.

During the year, the Company has spent Rs. 34.44 Lacs around 2.28% of the average net profits of last three financial years on CSR activities. The details of CSR activities are given under Annexure ''H''.

Audit Committee

The Audit Committee of the Company comprises of Mr. Pran Nath (Chairman), Mr. M.S. Kapur and Mr. Rajinder Kumar Mittal as other members of the Committee.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee.

The Whistle Blower Policy and Vigil Mechanism have been placed on the website of the Company and can be accessed at the link http://www.chddevelopers.com/pdf/Whistle-Blower-and-Vigil-Mechanism.pdf.

Risk Management Policy

The Board has approved and implemented risk management Policy of the Company including identification and element of risks. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. There are no significant element of risk, which in the opinion of the Board may threaten the existence of the Company, However any risks identified will be systematically addressed through mitigating actions on a continuous basis.

Policy on prevention, prohibition and redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

Policy on Related Party Transactions

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. Related Party Transaction Policy has been placed on the website of the Company and can be accessed at the link: http://www. chddevelopers.com/pdf/Related-Party-Transaction-Policy. pdf.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rules made there under.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been placed on the website of the Company.

Your directors draw attention of the members to Note No 25 of financial statements, which sets out related party disclosures.

Meetings of Board of Directors

During the year under review 9 (Nine) meetings of Board of Directors were held. Further details regarding the Board Meetings have been provided under Corporate Governance Report annexed with this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

Particulars of Loan given, Investments made, Guarantee given and Security Provided

Particulars of loan given, investments made, guarantees given and securities provided along with the purpose for which loan, guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statements (please refer note no. 10, 11, 25 and 27 to the standalone financial statements).

Internal Financial Controls and its Adequacy

The Company has in place adequate internal financial controls with reference to financial statements and with the size, scale and complexity of its business operations. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

The scope and functions of Internal Auditor are defined and reviewed by the Audit committee. The Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

17. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:-

i. Neither the Managing Director nor the Whole Time Director of the Company receive any remuneration or commissions from any of its subsidiaries.

ii. 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.

18. Acknowledgements

Your Directors place on record their appreciation of the support extended by its employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

For CHD Developers Limited

Sd/-

Place: New Delhi Rajinder Kumar Mittal

Date: 12th August, 2016 (Chairman)


Mar 31, 2014

Dear members,

The Directors are pleased to present their Twenty Fourth Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2014.

1. Financial Results

The summarized financial results of the Company for the year ended 31st March, 2014 are as follows:

(Amount in Rs.Lacs)

Particulars Current Year ended Previous Year Ended 31.03.2014 31.03.2013

Gross revenue 31164.21 25250.82

Profit before Tax, Depreciation and Interest 3840.24 2386.31

Interest 1993.32 694.59

Depreciation 139.45 93.20

Profit before Tax 1707.47 1598.51

Profit after Tax 1145.99 1066.83



2. Dividend

Keeping in view need to conserve resources for growth of the Company, your Directors are constrained not to recommend any dividend for the year under review.

3. Performance

During the financial year 2013-14 your Company achieved a turnover of Rs. 31,164.21 Lacs with a 23.42% increase over last year turnover. Net profit (Post tax) for the year 2013-14 stood at RS. 1,145.99 Lacs. The Earning per share (EPS) is 1.01.

4. Directors

In accordance with the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Articles of Association of the Company, Mr. Rajinder Kumar Mittal, Whole Time Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of Shareholders of the Company. A brief Resume of Mr. Rajinder Kumar Mittal is attached with the Notice of Annual General Meeting.

A casual vacancy is created in the Board of Directors on 10th April, 2014, due to sudden demise of Mr. M. P. Goel.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, it is proposed to appoint Mr. Pran Nath and Mr. M. S. Kapur, as Independent Director of the Company for a term of 5 consecutive years.

Company has received notice from member of the Company proposing the candidature of Mr. Pran Nath, Mr. M. S. Kapur and Mr. Rajinder Kumar Mittal, for Directorship of the Company.

5. Auditors

M/s. Mohan & Mohan, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the 26th Annual General Meeting.

The Auditors have forwarded a certificate under section 141(3)(g] of the Companies Act, 2013, to the effect that their re-appointment, if made, would be within the limits specified in the said section. The Directors recommend their re- appointment. The report of the Auditors is self-explanatory and does not call for any comment.

6. Corporate Governance

Corporate Governance report is annexed to this Report as Annexure A'' and Management Discussion and Analysis report is separately given under the Annual Report.

7. Directors'' Responsibility Statement

As required by the provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

* In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Directors have prepared the annual accounts on a going concern basis.

8. Subsidiaries of the Company

As on 31st March, 2014, the Company had following subsidiaries, all incorporated in India:

Direct Subsidiaries

S.No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Townships Private 100 Limited

6. CHD Armaan Realtech Private Limited 100

7. CHD Energy Private Limited 100

8. Empire Realtech Private Limited 100

9. International Infratech Private Limited 100

10. Delight Spirits Private Limited 100

11. CHD Elite Realtech Private Limited 100*

12. CHD Blueberry Realtech Private Limited 100* Subsidiaries of CHD Armaan Realtech Private Limited

1. CHD Hospitality Private Limited 100**

* A part of total share capital of CHD Elite Realtech Private Limited and CHD Blueberry Realtech Private Limited is held by M/s CHD Armaan Realtech Private Limited, which itself is a 100% subsidiary of CHD Developers Limited.

** CHD Hospitality Private Limited is a 100% Subsidiary of CHD Developers Limited through CHD Armaan Realtech Private Limited which holds 99.71 % shareholding of CHD Hospitality Private Limited.

9. Fixed Deposits

Fixed Deposits from the public and members of the Company as on 31st March, 2014 stood at Rs. 3,017.92 Lacs as against Rs. 2,660.98 Lacs at the close of the preceding financial year There were unclaimed deposits aggregating Rs. 10,000/- pertaining to 1 depositor as on that date.

10. Particulars of Employees and Other Additional Information

The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under is given in Annexure B'' to this report and form part of this Report. However in terms of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being send to the shareholders excluding the said Annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office of the Company.

11. Other Information

A Statement pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report in Annexure C''.

12. Listing at Stock Exchange

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The annual listing fees for the current year have been paid to the Bombay Stock Exchange.

13. Particulars required as per Section 212 of the Companies Act, 1956

Ministry of Corporate Affairs, Government of India through circular dated 51/12/2007-CL-III has granted a general exemption to all Companies dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956 Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Companies of the Company have been adopted and are made a part of the consolidated financial results of the Company. A statement containing brief financial details of the Company''s subsidiaries for the year ended as on March 31, 2014 is included in the Annual Report. The Company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the Company. These documents will also be available for inspection during business hours at our Registered Office.

14. Signing of Notice, Balance Sheet, Profit And Loss A/C and Directors Report etc.

This is to inform you that the Company have approved and authenticated its Audited Financial Results for the year ended 31st March, 2014 in the Board meeting duly held on 29th May, 2014, which is well within the statutory time limits as prescribed in the Companies Act, 1956 and Listing Agreement.

15. Acknowledgements

Your Directors place on record their appreciation of the support extended by its employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.



By order of the Board of Directors For CHD Developers Limited

Place: New Delhi Rajinder Kumar Mittal Date: 29th May, 2014 (Chairman)


Mar 31, 2013

To , The Members of CHD Developers Limited

The Directors are pleased to present their Twenty Third Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2013.

1. Financial Results

The summarized fnancial results of the Company for the year ended 31st March, 2013 are as follows:

(Amount in Rs. Lacs)

Current Year ended Previous Year Ended 31.03.2013 31.03.2012

Gross receipts 25250.82 7031.71

Proft before Tax, Depreciation and Interest 2386.31 1031.84

Interest 694.59 379.35

Depreciation 93.20 59.03

Proft before Tax 1598.51 593.46

Proft after Tax 1066.83 435.96

2. Dividend

Your directors are pleased to recommend a dividend of Rs. 0.10/- per equity share (5%) on the paid up Equity Share capital of the Company for the fnancial year ended 31st March, 2013. The total payout of the proposed dividend is Rs. 113.59 Lacs. A motion for the confrmation of the dividend is placed before the shareholders at the Annual General Meeting.

3. Performance

During the fnancial year 2012-13 turnover of the Company was Rs. 25250.82 Lacs and net proft (Post tax) for the year 2012-13 stood at Rs. 1066.83 Lacs. The Earning per share (EPS) is 0.94.

4. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pran Nath Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of Shareholders of the Company.

5. Auditors

M/s. Mohan & Mohan, Chartered Accountants, the Auditors of the Company, hold offce until the conclusion of the ensuing Annual General Meeting.

The Auditors have forwarded a certifcate under section 224(1B) of the Companies Act, 1956, to the effect that their re-appointment, if made, would be within the limits specifed in the said section. The Directors recommend their re- appointment. The report of the Auditors is self-explanatory and does not call for any comment.

6. Corporate Governance

Corporate Governance and Management Discussion and Analysis report are separately given.

7. Directors'' Responsibility Statement

As required by the provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confrm that:

Rs. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 fnancial year and of the proft or loss of the Company for the year under review.

The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Rs. The Directors have prepared the annual accounts on a going concern basis.

8. Subsidiaries of the Company

As on 31st March, 2013, the Company had following subsidiaries, all incorporated in India:

Direct Subsidiaries

S. No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Townships Private 100 Limited

6. CHD Armaan Realtech Private Limited 100

7. CHD Energy Private Limited 100

8. Empire Realtech Private Limited 100

9. International Infratech Private Limited 100

Subsidiaries of CHD Armaan Realtech Private Limited

1. CHD Blueberry Realtech Private Limited 100

2. CHD Elite Realtech Private Limited 100

3. CHD Hospitality Private Limited 100

9. Fixed Deposits

Fixed Deposits from the public and shareholders of the Company as on 31st March, 2013 stood at Rs. 2660.98 Lacs as against Rs. 2559.09 Lacs at the close of the preceding fnancial year. There were unclaimed deposits aggregating Rs. 10,000/- pertaining to 1 depositor as on that date.

10. Particulars of Employees and Other Additional Information

The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under is given in Annexure to this report and form part of this Report. However in terms of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being send to the shareholders excluding the said Annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary at the Registered Offce of the Company.

11. Other Information

A Statement pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report in Annexure B.

12. Listing At Stock Exchange

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The annual listing fees for the current year have been paid to the Bombay Stock Exchange.

13. Particulars Required As Per Section 212 Of The Companies Act, 1956

Ministry of Corporate Affairs, Government of India through circular dated 51/12/2007-CL-III has granted a general exemption to all Companies dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956 Accordingly, the Balance Sheet, Proft & Loss Account and other documents of the subsidiary Companies of the Company have been adopted and are made a part of the consolidated fnancial results of the Company. A statement containing brief fnancial details of the Company''s subsidiaries for the year ended as on March 31, 2013 is included in the Annual Report. The Company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the Company. These documents will also be available for inspection during business hours at our Registered Offce.

14. Signing of Notice, Balance Sheet, Proft and Loss A/C and Directors Report etc.

This is to inform you that the Company have approved and authenticated its Audited Financial Results for the year ended 31st March, 2013 in the Board meeting duly held on 30th May, 2013, which is well within the statutory time limits as prescribed in the Companies Act, 1956.

15. Acknowledgements

Your Directors place on record their appreciation of the support extended by its employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.



By order of the Board of Directors

For CHD Developers Limited

Place: New Delhi R.K. Mittal

Date: 30th May, 2013 (Chairman)


Mar 31, 2012

The Directors are pleased to present their Twenty Second Annual Report together with the Audited Accounts and Financial Statements for the year ended 31 March, 2012.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the year ended 31 March, 2012 are as follows:

(Rs. in lacs)

Particulars Current Year ended Previous Year Ended 31 March, 2012 31 March, 2011

Gross receipts 7031.71 8866.68

Profit before Tax, Depreciation and Interest 1031.84 1334.17

Interest 379.35 487.10

Depreciation 59.03 46.42

Profit before Tax 593.46 800.65

Profit after Tax 435.96 531.93

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.10/- per equity share (5%) on the paid-up equity share capital of the Company for the financial year ended 31 March, 2012. The total payout of the proposed dividend is Rs. 113.59 lacs. A motion for the confirmation of the dividend is placed before the shareholders at the Annual General Meeting.

3. PERFORMANCE

During the financial year 2011-12 turnover of the Company was Rs. 7031.71 lacs and net profit (post tax) for the year 2011-12 stood at Rs. 435.96 lacs. The Earning per share (EPS) is 0.38.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. M. S. Kapur Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of shareholders of the Company.

5. AUDITORS

M/s. Mohan & Mohan, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting.

The Auditors have forwarded a certificate under section 224(1B) of the Companies Act, 1956, to the effect that their reappointment, if made, would be within the limits specified in the said section. The Directors recommend their reappointment. The report of the Auditors is self-explanatory and does not call for any comment.

6. CORPORATE GOVERNANCE

Corporate Governance and Management Discussion and Analysis report are separately given.

7. DIRECTORS' RESPONSIBILITY STATEMENT

As required by the provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

8. SUBSIDIARIES OF THE COMPANY

As on 31 March, 2012, the Company had following subsidiaries, all incorporated in India:

DIRECT SUBSIDIARIES

Sl. No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Townships Private Limited 100

6. CHD Armaan Realtech Private Limited 100

7. CHD Energy Private Limited 100

SUBSIDIARY OF CHD ARMAAN REALTECH PRIVATE LIMITED

1. CHD Blueberry Realtech Private Limited 100

2. CHD Elite Realtech Private Limited 100

9. FIXED DEPOSITS

Fixed Deposits from the public, shareholders and employees of the Company as on 31 March, 2012 stood at Rs. 2559.09 lacs as against Rs. 1834.61 lacs at the close of the preceding financial year. There were unclaimed deposits aggregating Rs. 10,000/- pertaining to 1 depositor as on that date.

10. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under is given in Annexure to this report and form part of this Report. However in terms of Section 219(1) (b)(iv) of the said Act, the Report and Accounts are being send to the shareholders excluding the said Annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office of the Company.

11. OTHER INFORMATION

A Statement pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report in Annexure B.

12. LISTING AT STOCK EXCHANGE

The equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The annual listing fees for the current year have been paid to the Bombay Stock Exchange.

13. EMPLOYEE STOCK OPTION PLAN-ESOP 2007

The Company has adopted an ESOP Scheme i.e. CHD ESOP 2007 scheme for benefit of permanent employees of the Company.

The options granted under the scheme would vest over a period of four years and the year under consideration was last year. No employee or director of the Company has been granted options in excess of 1% of the issued equity share capital of the Company.

Complete details of ESOP Scheme implemented during the year are attached to this report as Annexure 'A-I '

14. CHANGES IN THE PAID UP SHARE CAPITAL OF THE COMPANY

During the year your Company made an allotment of 2,97,034 equity shares of Rs. 2/- each, at par, to the employees of the Company under CHD ESOP 2007 Scheme.

The paid up capital after taking the effect of changes as above, stood at Rs. 22,71,84,572/- on 31 March, 2012 as against Rs. 22,65,90,504/- on 31 March, 2011.

15. PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

Ministry of Corporate Affairs, Government of India through circular dated 51/12/2007-CL-III has granted a general exemption to all Companies dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in Sub-section (1) of Section 212 of the Companies Act, 1956 Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies of the Company have been adopted and are made a part of the consolidated financial results of the Company. A statement containing brief financial details of the Company's subsidiaries for the year ended as on 31 March, 2012 is included in the Annual Report. The Company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the Company. These documents will also be available for inspection during business hours at our registered office.

16. SIGNING OF NOTICE, BALANCE SHEET, PROFIT AND LOSS A/C AND DIRECTORS REPORT AMONG OTHERS

This is to inform you that the Company have approved and authenticated its audited financial results for the year ended 31 March, 2012 in the Board meeting duly held on June 10, 2012, which is well within the statutory time limits as prescribed in the Companies Act, 1956.

17. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the support extended by its employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

For CHD Developers Limited

Place: New Delhi R.K. Mittal

Date: June 10, 2012 (Chairman)


Mar 31, 2010

The Directors are pleased to present their Twentieth Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2010.

1. Financial Results

The summarized financial results of the Company for the year ended 31st March, 2010 are as follows:

(Amount in Rs. Lacs) Current Year ended Previous Year Ended 31.03.2010 31.03.2009

Gross receipts 4067.84 4050.33 Profit before Tax, Depreciation and Interest 598.51 455.32

Interest 413.36 365.18

Depreciation 39.07 45.79

Profit befute Tax 146.08 44.35

Profit after Tax 91.54 12.59

2. Dividend

Keeping in view need to conserve resources, your Directors are constrained not to recommend any dividend for the year under review.

3 Performance

Your Company is striving continuously for better performance each year and even after being a player of worst effected sector in global economic meltdown your Company has achieved a turnover of Rs. 4067.84 Lacs (Pr. Yr. Rs. 4050.33 Lacs).

4. Projects

Avenue 71 (Gurgaon):-

During the year the Company has entered into a collaboration agreement for development of a Group Housing Complex, named Avenue 71, at Sector 71, Gurgaon, at an area of 16.465 Acre. The total developed area of this project will be 15 Lacs sq. ft. and the Company expects to generate a revenue of Rs. 350 Crores apx. from this project.

The Company will get 65.5 % of the total built up

area and the balance 34.5% built up area will go to the collaborators. To make this project a mega success for the Company, your Company has brought in master national and international architects and designers.

CHD City (Karnal):-

Construction & development is going on at full swing at 123 Acres CHD City, at Sector 45, Karnal. The Company has launched following new sub projects under this mega project:-



S. No. Particulars No. of Units

1 Residential Plots 872

2 Silver County Villas 22

3 Life Style Floors 138

4 CHD Grand 135

5 CHD Prime 102

6 Karnal Business Centre (KBC) 32

7 CHD Plaza 156

5. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. M. P. Goel, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of Shareholders of the Company.

6. Auditors

M/s. Mohan & Mohan, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting.

The Auditors have forwarded a certificate under section 224(1 B) of the Companies Act, 1956, to the effect that their re-appointment, if made, would be within the limits specified in the said section. The Directors recommend their reappointment. The report of the Auditors is self-explanatory and does not call for any comment.

7. Corporate Governance

Corporate Governance and Management Discussion and Analysis report are given in AnnexureA&C.

8. Directors Responsibility Statement

As required by the provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

9. Subsidiaries of The Company

As on 31st March, 2010, the Company had following subsidiaries:

S. No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Tow nships Private Limited 100

6. CHD Armaan Realtech Private Limited 100

7. CHD Blueberry Realtech Private Limited 100

8. CHD Elite Realtech Private Limited 100

10. Fixed Deposits

Fixed Deposits from the public, shareholders and employees of the Company as on 31st March, 2010 stood at 931.53 Lacs as against 494.52 Lacs at the close of the preceding financial year. There were unclaimed deposits aggregating Rs. 55,000/- pertaining to 4 depositors as on that date.

11. Personnel

The employees at all levels continued to put sincere efforts in the growth of the Company. The Employee relations continued to be cordial.

During the year under review details of employees, whose particulars are required to be furnished as required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975, as amended, is as follows:

Sr. Name Relationship Remuneration No. 1. R. K. Mittal Managing Director 2,00,000 P.M.

2. Ravi Saund Head-Business Development 3,75,000 P.M.

Name Total No. of shares Payments held

R. K. Mittal 24,00,000/- 21583550

Ravi Saund 6,17,130/- NIL

Employee Benefits:

a. Short-term employee benefits

Short-term employee benefits are recognized in the period during which the services have been rendered.

b. Long-term employee benefits

(i) Defined Contribution plan Contributions to provident fund are deposited with the appropriate authorities and charged to the Profit and Loss Account on accrual basis.

(ii) Defined benefit plan Gratuity The Company provides for the Gratuity based on actuarial valuation as per the Projected Unit Credit method in accordance with Accounting Standard 15, as applicable, related to employee benefits.

12. Other Information

A Statement pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report in Annexure B.

13. Listing at Stock Exchange

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The annual listing fees for the year 2009-2010 have been paid to the Bombay Stock Exchange.

14. Employee Stock Option Plan-esop 2007

The Company has adopted an ESOP Scheme i.e. CHD ESOP 2007 scheme for benefit of permanent employees of the Company. The options granted under the scheme would vest over a period of four years and the year under consideration was its 3rd year. No employee or director of the Company has been granted options in excess of 1 % of the issued equity share capital of the Company. Complete details of ESOP Scheme implemented during the year is attached to this report as Annexure A-l.

15. Changes in the Paid up Share Capital of the Company

During the year your Company made an allotment of 2,96,067 equity shares of Rs. 21-each, at par, to the employees of the Company under CHD ESOP 2007 Scheme. Further pursuant to conversion of 1,56,60,000 share warrants your Company also made allotment of 1,56,60,000 equity shares of Rs. 21-each at a premium of Rs. 2.65/- per shares, on preferential basis to the non promoters. The paid up capital after taking the effect of changes as above, stood at Rs. 22,58,39,328/-as on 31st March, 2010 as against Rs. 19,39,27,9141- as on 31 st March, 2009.

16. Particulars Required As Per Section 212 of the Companies Act, 1956

The Company had filed the necessary application for the approval of Ministry of Corporate Affairs, Government of India dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956 Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Companies of the Company have been adopted and are made a part of the consolidated financial results of the Company. A statement containing brief financial details of the Companys subsidiaries for the year ended as on March 31, 2010 is included in the Annual Report. The Company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the Company. These documents will also be available for inspection during business hours at our Registered Office.

17. Signing of Notice, Balance Sheet, Profit & Loss A/c & Directors Report Etc.

This is to inform you that the Company have approved and authenticated its Audited Financial Results for the year ended 31st March, 2010 in the Board meeting duly held on 29.05.2010, which is well within the statutory time limits as prescribed in the Companies Act, 1956 and Listing Agreement entered into by the Company with Bombay Stock Exchange, Mumbai.

18. Acknowledgements

Your Directors place on record their appreciation of the support extended by its Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

For CHD Developers Limited Place: New Delhi Date: 29-05-2010

R.K. Mittal (Chairman cum Managing Director)


Mar 31, 2009

The Directors are pleased to present their Nineteenth Annual Report together with the Audited Accounts and Financial Statements for the year ended 31st March, 2009.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March, 2009 are as follows:

(Amount in Rs.Lacs)

Current Year ended Previous Year Ended

31.03.2009 31.03.2008 Gross receipts 4050.33 7586.59

Profit before Tax, Depreciation and Interest 455.32 2123.66

Interest 365.18 122.93

Depreciation 45.79 41.03

Profit before Tax 44.35 1959.70

Profit after Tax 12.69 1369.61

2. DIVIDEND

Keeping in view need to conserve resources, your Directors are constrained not to recommend any dividend for the year under review.

3. PERFORMANCE

Due to recession prevalent in the real estate industry there was a slight downfall in the turnover of the Company. The turnover of the Company was Rs. 4050.33 Lacs as compared to previous year turnover of Rs. 7586.59 Lacs.

But as the economy is regaining up its strength now, we hope to regain our growth rate. Moreover your Company has been making continuous efforts to avail profitable business opportunities to improve overall profitability of the Company.

4. PROJECTS

Currently the Company is continuing with its two executing projects, namely:

i) Sri Krishnalok at Vrindavan: The Ist phase has been fully constructed & possession handed over to the flat buyers. Development and construction of IInd phase is also completed and Company has started giving possession to the buyers.

ii) CHD City, Karnal: It is a 128 acre world class integrated township consisting of plotted land, luxury villas, commercial plots, shopping complexes, commercial complexes, affordable floors and institutional spaces.

During the year your Company introduced various sub-projects with in the CHD City like Karnal Business Centre (KBC), commercial SCO plots, which had been totally sold out, luxury villas by the name of Silver Country, for which the Company has received termondous response and lately your Company has introduced affordable flats by the name of Lifestyle Floors, for which the Company has received an un-precedented response. Your Company has started to give possession of residential plots of phase I at CHD City in July, 2009.

Going forward your Company has a vision to concentrate on the affordable segments in residential built up spaces in tier 2 and tier 3 mainly in the Northern and Central part of India.

5. DIRECTORS

- In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the

Company, Mr. Pran Nath, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment subject to the approval of Shareholders of the Company.

- In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. M. S. Kapur, Director of our Company, who was appointed as additional director of the Company on 01.10.2008 and whose term of office expires at this Annual General Meeting being eligible, offer himself for re-appointment subject to the approval of Shareholders of the Company. Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director.

6. AUDITORS

M/s. Mohan & Mohan Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting.

The Auditors have forwarded a certificate under section 224(1B) of the Companies Act, 1956, to the effect that their re-appointment, if made, would be within the limits specified in the said section.

The Directors recommend their re-appointment. The report of the Auditors is self-explanatory and does not call for any comment.

7. CORPORATE GOVERNANCE

Corporate Governance and Management Discussion and Analysis report are given in Annexure A & B.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by the provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

9. SUBSIDIARIES OF THE COMPANY

As on 31 st March, 2009, the Company had following subsidiaries:

S. No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Townships Private Limited 100

10. FIXED DEPOSITS

Fixed Deposits from the public, shareholders and employees of the Company as on 31st March, 2009 stood at 494.52 Lacs as against 391.77 Lacs at the close of the preceding financial year. There were unclaimed deposits aggregating Rs. 19,000/- pertaining to 2 depositors as on that date.

11. PERSONNEL

The employees at all levels continued to put sincere efforts in the growth of the Company. The Employee relations continued to be cordial.

During the year under review details of employees, whose particulars are required to be furnished as required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975, as amended, is as follows:

S. No. Name Relationship Remuneration Total No. of Shares

Payments Held 1. R. K. Mittal Managing 2,00,000 P.M. 20,80,000/- 21583550

Director (from June 08

onwards)

Employee Benefits:

a. Short-term employee benefits

Short-term employee benefits are recognized in the period during which the services have been rendered.

b. Long-term employee benefits

(i) Defined Contribution plan

Contributions to provident fund are deposited with the appropriate authorities and charged to the Profit and Loss Account on accrual basis.

(ii) Defined benefit plan

Gratuity – The Company provides for the Gratuity based on actuarial valuation as per the Projected Unit Credit method in accordance with Accounting Standard 15 (revised) related to employee benefits.

12. OTHER INFORMATION

A Statement pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report in Annexure C.

13. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The annual listing fees for the year 2009-2010 have been paid to the Bombay Stock Exchange.

14. EMPLOYEE STOCK OPTION PLAN-ESOP 2007

The Company has adopted an ESOP Scheme i.e. CHD ESOP 2007 scheme for benefit of permanent employees of the Company.

The options granted under the scheme would vest over a period of four years and the year under consideration was its 2nd year. No employee or director of the Company has been granted options in excess of 1% of the issued equity share capital of the Company.

Complete details of ESOP Scheme implemented during the year is attached to this report as Annexure ‘A-I ’.

15. CHANGES IN THE PAID UP SHARE CAPITAL OF THE COMPANY

During the year your Company made an allotment of 1,14,847 equity shares of Rs. 2/- each, at par under CHD ESOP 2007 Scheme.

The paid up capital after taking the effect of changes as above, stood at Rs. 19,39,27,914/- as on 31st March, 2009 as against Rs. 19,36,97,500/- as on 31st March 2008.

16. PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

The Company had filed the necessary application for the approval of Ministry of Corporate Affairs, Government of India dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956 and approval thereof has been received for the year ended on 31.03.2009. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Companies of the Company are not required to be attached with the Balance Sheet of the Company. A statement containing brief financial details of the Company’s subsidiaries for the year ended as on March 31, 2008 is included in the Annual Report. The Company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the Company. These documents will also be available for inspection during business hours at our Registered Office.

17. SIGNING OF NOTICE, BALANCE SHEET, PROFIT AND LOSS A/C AND DIRECTORS REPORT ETC.

This is to inform you that the Company had approved and authenticated its Audited Financial Results for the year ended 31st March 2009 in the Board meeting duly held on 30.06.2009, which was well within the statutory time limits as prescribed in the Companies Act, 1956 and Listing Agreement entered by the Company with Bombay Stock Exchange, Mumbai.

18. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the support extended by its Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

For CHD Developers Limited

Place: New Delhi

Date: 30th July, 2009

R. K. Mittal

(Chairman cum Managing Director)

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