Mar 31, 2018
The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2018.
FINANCIAL PERFORMANCE
Your Company''s performance during the F.Y. ended March 31, 2018 as compared to the previous F.Y. is summarised below:
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from operations |
38,775.07 |
71,081.02 |
38,775.07 |
72,376.79 |
Other Income |
1,461.99 |
3,536.71 |
1,385.86 |
3,451.16 |
Turnover |
40,237.06 |
74,617.73 |
40,160.93 |
75,827.95 |
Total Expenditure |
6,828.66 |
23,009.29 |
-1,483.89 |
11,085.33 |
Profit before Interest, Depreciation and Tax (PBIDT) |
33,408.40 |
51,608.44 |
41,644.82 |
64,742.62 |
Less: Depreciation |
677.21 |
733.97 |
683.24 |
750.13 |
Interest |
26,786.35 |
30,018.19 |
34,917.94 |
42,824.48 |
Profit before Tax (PBT) |
5,944.84 |
20,856.28 |
6,043.64 |
21,168.01 |
Tax Expenses |
-3,587.66 |
3,331.70 |
-3,523.09 |
3,280.13 |
Profit after tax |
9,532.50 |
17,524.58 |
9,566.73 |
17,887.88 |
Add: Other Comprehensive Income |
95.78 |
-43.45 |
99.70 |
-43.74 |
Profit attributable to Non-controlling Interest |
- |
- |
-3.04 |
-10.70 |
Profit attributable to Owner of the parent |
9,628.28 |
17,481.13 |
9,669.47 |
17,854.84 |
Balance brought forward from previous year |
46,198.23 |
28,717.10 |
10,258.38 |
-8,189.91 |
Less: Appropriations: |
||||
Transfer to General Reserve |
- |
- |
- |
- |
Transfer to Debenture Redemption Reserve |
- |
- |
- |
- |
Delisting of Subsidiary |
- |
- |
-6.21 |
593.45 |
Net Balance for the Year |
55,826.51 |
46,198.23 |
19,921.64 |
10,258.38 |
STATE OF COMPANY''S AFFAIRS AND PERFORMANCE REVIEW
- The Turnover of the Company decline by 45.45% and stood at Rs.38,775.07 lacs as against Rs. 71,081.03 lacs in the previous year.
- The Company''s Profit from operations for the year ended March 31, 2018, decreased by 71.50% to Rs.5,944.83 lacs as against Rs.20,856.28 lacs in the previous year.
- The Net Profit for the year has decreased by 44.92 % to Rs.9,532.50 lacs as against Rs.17,524.58 lacs in previous year.
BUSINESS REVIEW
For the Real Estate Industry year 2017 was a watershed year with the roll-out of game-changing policies such as Goods & Services Tax ("GST") and The Real Estate (Regulation and Development) Act, 2016 ("RERA"). Demonetization''s impact started to taper off slightly however Residential sales are yet to catch up to the predemonetisation level. Commercial project is showing improved interest and these have impacted demand for floor space index ("FSI") and Transfer of Development Rights ("TDR").
The Company had launched a new project in affordable housing sector i.e "The Nest" and had completed as well during the year under review. The Company is currently developing various projects at Kurla, Nahur, Mulund and Palghar.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.
SUBSIDIARY COMPANIES
As at March 31, 2018, your Company has following subsidiaries:
Sr. No. |
Name of Subsidiary |
1 |
Blue Star Realtors Private Limited |
2 |
BKC Developers Private Limited |
3 |
Guruashish Construction Private Limited |
4 |
HC Infracity Private Limited (till August 11, 2017) |
5 |
Lashkaria Construction Private Limited |
6 |
Mazda Estates Private Limited |
7 |
Privilege Power and Infrastructure Private Limited |
8 |
Ravijyot Finance and Leasing Private Limited (till November 14, 2017) |
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Act"), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 117.
Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 A.M. (IST) to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting (âAGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.
DIVIDEND
In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt by monetising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2018.
DEBENTURES
During the F.Y. 2017-18, your Company has not issued any Debentures. Debenture Redemption Reserve has been available and is part of General Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 is Rs.4,34,00,39,860. The equity shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.
During the year under review the Company had allotted 2,00,00,000 Convertible Warrants having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of '' 60.50 to Mr. Sarang Wadhawan, Promoter of the Company.
RESERVES
During the year under review, your Company has transferred no amount to General Reserves.
DEPOSITS
Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL EVENT - CORPORATE INSOLVENCY RESOLUTION PROCESS OF A WHOLLY OWNED SUBSIDIARY COMPANY
The Hon''ble National Company law Tribunal ("NCLT") Mumbai bench after admission of petition filled by Union Bank of India under Section 7 of Insolvency and bankruptcy Code, 2016 ("IBC Code") read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 has ordered the commencement of the Corporate Insolvency Resolution process to its Wholly owned subsidiary Company -Guruashish Construction Private Limited due to default in repayment of the Loan and interest thereon on July 24, 2017. Accordingly the powers of the Board of Directors suspended pursuant to section 17(1)(b) of the IBC Code and Mr. R. K. Bhuta was appointed as Interim resolution Professional for the management of the affairs of the Company.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is annexed as Annexure ''A''.
DIRECTORS
As on March 31, 2018, the Board of the Company consisted of six directors, of whom Two were executive, Four were non-executive and non-independent (including one woman director). The Company has an executive Chairman. During the year there was no change in the Composition of board of Directors.
Mr. Lalit Mohan Mehta (DIN : 00458975) and Mr. Raj Kumar Aggarwal (DIN : 02034914) , Independent Directors of the Company of whose tenure expires on March 31, 2019, being eligible, offers themselves for re-appointment for further terms i.e for five years, subject to the approval of Members.
All Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www.hdil.in.
Your Company has conducted the familiarisation programme for all its Directors covering the matters as specified under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), details of which has been hosted on the Company''s website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March 31, 2018, 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;
b) 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, 2018 and of the profit of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) 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
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Management''s ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.
A report on Corporate Governance together with a certificate received from M/s. Rajeswari & Associates, Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report. (Refer Page No. 38).
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.
During the F.Y., the Board met four (4) times viz. on May 30, 2017, August 11, 2017, November 14, 2017 and February 14, 2018.
Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 38).
COMMITTEES OF THE BOARD
Your Company has following committees of the Board as a part of good corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholders Relationship Committee;
- Corporate Social Responsibility Committee (âCSR Committee") and;
- Finance Committee.
The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors:
Ms. Sandhya Baliga - Chairperson
Mr. Lalit Mohan Mehta - Member
Mr. Raj Kumar Aggarwal - Member
All the recommendations made by the Audit Committee were accepted by the Board.
STATUTORY AUDITORS
M/s. Rajeswari & Associates, Chartered Accountants (Firm Registration Number 123005W), was appointed as Statutory auditor of the Company by the members for a term of five consecutive years, from the conclusion of 21st AGM till the conclusion of the 26th AGM of the Company (subject to ratification of their appointment at every AGM, if required under the ACT).
However, pursuant to the Companies Amendment act, 2017 which was notified on May 7, 2018, the provision relating to ratification of appointment of auditors by Members at every AGM has been done away with.
EXPLANATION ON AUDITORS'' REPORT
As regards the observation by the Auditor in the Auditors'' Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs.104.00 lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.
In respect of Income Tax demands, your Directors would like to state that the Company has filed appeals against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.
The Company has made payment in part of its dues to bank/Financial institution in accordance with the One Time Settlement Agreement with them. Few banks have yet to approve One Time Settlement proposal and upon receipt of sanction, payments will be made to said Banks/Financial Institution.
There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2018, on the financial statements of the Company for F.Y. 201718.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''B''.
There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 29, 2018, on the Secretarial and other related records of the Company for the F.Y. 2017-18.
COST AUDITORS
In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2018-19 at a remuneration of Rs.1,00,000/- and reimbursement of out of pocket expenses plus applicable taxes.
As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY
Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the F.Y. 2017-18 were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.
During F.Y. 2017-18, there are no material related party transactions with Promoters, Directors or Key Managerial Personnel (âKMP"). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 37 of the Notes to the financial statements.
Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Company''s website at
http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing- with-related-party-transactions.pdf
POLICY FOR DETERMINING ''MATERIAL'' SUBSIDIARIES
As required under Regulation 16(1)(c) of the Listing Regulations, the Company has in place a Policy for Determining ''Material'' Subsidiaries, which has been hosted on Company''s website athttp://www.hdil.in/ pdf/policies/policy-for-determining-material-subsidiary.pdf
RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Company''s ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organisation.
The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.
VIGIL MECHANISM
Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.
Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.
The Whistle Blower Policy, provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been put up on the Company''s Website at www.hdil.in.
NOMINATION AND REMUNERATION POLICY
The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.
The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.
EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
Your Directors place on record their appreciation for the contributions made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.
The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 A.M. (IST) to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.
The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure ''C''.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.
Your Company has in place a policy on ''Prevention of Sexual Harassment'' (âPOSH") in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Company''s intra-net ''HDIL World''.
During F.Y. 2017-18, your Company has not received any complaint on sexual harassment.
INVESTORS'' RELATION AND GRIEVANCES
Investors'' relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on March 31, 2018. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent (âR&T").
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
Your Company has in place a CSR Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:
1) Mr. Rakesh Kumar Wadhawan - Chairman
2) Mr. Sarang Wadhawan - Member
3) Mr. Lalit Mohan Mehta - Member
Your Company has also in place a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.hdil.in.
The average Net Profit of the Company for last three F.Y. is Rs.77,533.71 Lacs and accordingly the Company requires to spend Rs.1,477.23 Lacs on CSR activities.
The Company has setup a trust in the name of ''HDIL Foundation'' with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centers, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars / meetings / camps for awakening of general masses, to give relief in the stress of famine / fire / tempest / cyclone / earthquake or other natural calamity.
The Company however has initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficiary of these projects, in the following ways:
i. transportation facilities to the school going children of slum dwellers;
ii. providing additional safety measure to enhance security of labour at construction sites and
iii. free medical camps for the labourers and their families.
Further, your Company is irregular in paying off its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularised in meeting all its obligations.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2018, is as under:
CONSERVATION OF ENERGY
Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify met hods for optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:
- A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS);
- Energy Efficiency System;
- Insulation;
- Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.;
- Zoning System and
- Passive solar Design.
RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development (âR&D") activity in development of technology in the area of construction.
In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, your Company is actively involved in R&D activities. Some of them are:
Optimization of Space:
Mechanical Car Parking
- DOKA formwork;
- ULMA formwork;
- MIVAN formwork;
- Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;
- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;
- Substitution of Diaphragm wall with sheet piling as shoring options;
- Study, Analysis and use of composite structure in place of conventional structure;
- Optimization of resources and their recycling for further use;
- Use of environment friendly materials and developing green building concept and
- Analysis and study of trade off among various services for optimization.
Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.
Ingstrom Fire Escape Chutes
Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREEN BUILDING:
Introduction:
Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.
According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOC''s (Volatile Organic Compound) in the Paint. VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.
Low and Zero VOC paints have little or no smog-forming emission. Use of high VOC content materials can cause illness and may decrease occupant productivity. These problems result in increased expenses and liability for building owners, operators and insurance companies.
Benefits:
Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of ground level ozone on human health, agricultural crops, forests and ecosystem. Healthy occupants are more productive and have less illness- related absenteeism.
LED LIGHTS
Introduction:
LEDs are light emitting diodes, are a technology that allows for extremely energy efficient and extremely long-lasting light bulbs. An LED light bulb can reduce energy consumption by 80-90% and last around 100,000 hours. They even light up faster than regular bulbs (which could save your life if there are LEDs in the brake lights of your car).
Ecologically Friendly:
LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.
LED lights contain no toxic materials and are 100% recyclable, and will help you to reduce your carbon footprint by up to a third. The long operational life time span mentioned above means also that one LED light bulb can save material and production of 25 incandescent light bulbs. A big step towards a greener future.
Zero UV Emissions:
LED illumination produces little infrared light and close to no UV emissions.
Because of this, LED lighting is highly suitable not only for goods and materials that are sensitive to heat due to the benefit of little radiated heat emission, but also for illumination of UV sensitive objects or materials such as in museums, art galleries, archeological sites etc.
Security Systems:
The Company has following Security Systems at its office and site:
- Fire Alarm System and
- Water Curtain System
TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs.In Lacs)
Year |
2017-18 |
2016-17 |
Foreign exchange earnings |
- |
- |
Foreign exchange outgo |
156.01 |
213.43 |
PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (âMCA") for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted / updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at [email protected] or to the Company on [email protected].
REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2018 and prior to August 14, 2018 being the date of this report.
CAUTIONARY STATEMENT
Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material availability and its price, pricing in the Company''s principle markets, changes in Government regulations, Tax regimes and economic developments within India.
APPRECIATION
Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Stakeholders for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.
For and on behalf of the Board of Directors
Mr. Rakesh Kumar Wadhawan
Place: Mumbai Executive Chairman
Date: August 14, 2018 DIN : 00028573
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report of the Company together with the âManagement Discussion and Analysis Reportâ, âCorporate Governance Reportâ and âAudited Financial Statementsâ for the Financial Year (âF.Y.â) ended March 31, 2017.
FINANCIAL PERFORMANCE
Your Companyâs performance during the F.Y. ended March 31, 2017 as compared to the previous F.Y. is summarised below:
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Revenue from operations |
71,081.02 |
1,16,844.58 |
72,376.79 |
1,16,961.36 |
Other Income |
3,536.71 |
2,394.91 |
3,451.16 |
2,312.66 |
Net Turnover |
74,617.73 |
1,19,239.49 |
75,827.95 |
1,19,274.02 |
Total Expenditure |
23,009.29 |
52,954.75 |
11,085.33 |
39,474.96 |
Profit before Interest, Depreciation and Tax (PBIDT) |
51,608.44 |
66,284.74 |
64,742.62 |
79,799.06 |
Less: Depreciation |
733.97 |
773.79 |
750.13 |
799.96 |
Profit before Interest and Tax (PBIT) |
50,874.47 |
65,510.95 |
63,992.49 |
78,999.10 |
Interest |
30,018.19 |
36,868.60 |
42,824.48 |
51,412.21 |
Profit before Impairment and Tax Expenses/ Share in Profit of Associates |
20,856.28 |
28,642.35 |
21,168.01 |
27,586.89 |
Provision for diminution in value of Investment |
||||
Profit before Tax Expenses |
20,856.28 |
28,642.35 |
21,168.01 |
27,586.89 |
Tax Expenses |
3,331.70 |
(5,403.78) |
3,280.13 |
(5,349.01) |
Profit after tax |
17,524.58 |
34,046.13 |
17,887.88 |
32,935.90 |
Add: Other Comprehensive Income |
(43.45) |
(32.56) |
(43.74) |
7,711.90 |
Profit attributable to Non-controlling Interest |
(10.70) |
(9.86) |
||
Profit attributable to Owner of the parent |
17,854.83 |
32,945.09 |
||
Balance brought forward from previous year |
28,717.11 |
127.63 |
(8,189.91) |
(35,710.91) |
Less: Appropriations: |
||||
Transfer to General Reserve |
||||
Transfer to Debenture Redemption Reserve |
- |
(5,424.09) |
593.46 |
(5,424.09) |
Tax on Dividend |
||||
Net Balance for the Year |
46,198.24 |
28,717.11 |
10,258.38 |
(8,189.91) |
Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial Statements for the year ended at March 31, 2016 have been restated to conform to Ind AS.
STATE OF COMPANYâS AFFAIRS AND PERFORMANCE REVIEW
- The Turnover of the Company decline by 37.42% and stood at Rs. 74,617.73 lacs as against Rs. 1,19,239.49 lacs in the previous year.
- The Companyâs Profit from operations for the year ended March 31, 2017, decreased by 27.18% to Rs. 20,856.28 lacs as against Rs. 28,642.35 lacs in the previous year.
- The Net Profit for the year has increased by 48.51% to Rs. 17,524.58 lacs as against Rs. 34,046.13 lacs in previous year.
BUSINESS REVIEW
Economy has slowed down inspite of various measures taken by the government. Real Estate Industry has shown resilience, despite demonetisation, RERA etc. and is going through consolidation phase. There were many challenges such as availability of materials, sale of sand etc, delay in getting approvals in timely manner, embayed on lending to real Estate sector has not helped the matter more.
The Company has launched a new projects i.e âThe Nestâ during the year under review. The Company is currently developing/building various projects at Kurla, Vikhroli, Mulund, Nahar, Virar and Palghar. Construction at all locations is progressing as per the schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.
BUSINESS RESPONSIBILITY REPORT
The Initiative taken by the Company from an environment, Social and Governance perspective are provided in the Business Responsibility Report which is included as a separate section in the Annual Report.
SUBSIDIARY COMPANIES
As at March 31, 2017, your Company has following subsidiaries:
Sr. No. |
Name of Subsidiary |
1 |
Blue Star Realtors Private Limited |
2 |
BKC Developers Private Limited |
3 |
Excel Arcade Private Limited (till March 4, 2017) |
4 |
Guruashish Construction Private Limited |
5 |
HC Infracity Private Limited |
6 |
Lashkaria Construction Private Limited |
7 |
Mazda Estates Private Limited |
8 |
Privilege Power and Infrastructure Private Limited |
9 |
Ravijyot Finance and Leasing Private Limited |
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 128.
Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting (âAGMâ). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.
DIVIDEND
In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt by monetising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2017.
DEBENTURES
During the F.Y. 2016-17, your Company has not issued any Debentures. Required Debenture Redemption Reserve has been available and is part of General Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2017 is Rs. 4,34,00,39,860 against Rs. 4,19,00,39,860 as on March 31, 2016. During the year under review the Company had converted its 1,50,00,000 Warrants issued to Promoters on Preferential basis into Equity Shares of Rs. 10/- each at premium of Rs. 90 per share.
The equity shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.
RESERVES
During the year under review, your Company has transferred Rs. 400 lacs to General Reserves from Debenture Redemption Reserves.
FIXED DEPOSITS
Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is annexed as Annexure âAâ.
DIRECTORS
Mr. Ashok Kumar Gupta resigned as Non-Executive Independent Director from the Board of your Company with effect from October 24, 2016. The Board placed on record its deep appreciation for the services rendered by Mr. Gupta during his tenure as Member of the Board.
Mr. Rakesh Kumar Wadhawan (DIN : 00028573) Whole Time Director, designated as âExecutive Chairmanâ whose tenure expire, offers himself for re-appointment subject to the approval of Members.
All Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www. hdil.in.
Your Company has conducted the familiarisation programme for all its Directors covering the matters as specified under Regulation 25(7) of the Listing Regulations, details of which has been hosted on the Companyâs website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March 31, 2017, 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;
b) 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, 2017 and of the profit of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) 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
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Managementâs ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.
A report on Corporate Governance together with a certificate received from M/s. Thar & Co., Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report. (Refer Page No. 32).
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board/Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.
During the F.Y., the Board met four (4) times viz. on May 28, 2016, September 10, 2016, December 13, 2016 and February 14, 2017.
Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 38).
COMMITTEES OF THE BOARD
Your Company has following committees of the Board as a part of good corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholders Relationship Committee;
- Risk Management Committee;
- Corporate Social Responsibility Committee (âCSR Committeeâ);
- Finance Committee and
- Project Committee
The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the âReport on Corporate Governanceâ of the Company which forms part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors:
Ms. Sandhya Baliga - Chairperson
Mr. Ashok Kumar Gupta* - Member
Mr. Lalit Mohan Mehta - Member
Mr. Raj Kumar Aggarwal - Member
(*Mr. Ashok Kumar Gupta ceased to be member w.e.f. October24,2016)
All the recommendations made by the Audit Committee were accepted by the Board.
STATUTORY AUDITORS
As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of office of M/s Thar & Co., Chartered Accountants (Firm Registration Number 110958W), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company. The Board of Directors places on record appreciation for the services rendered by M/s Thar & Co., as the Statutory Auditors of the Company. Subject to the approval of the members, the Board of Directors of the Company has recommended the appointment of M/s. Rajeswari & Associates, Chartered Accountants (Firm Registration Number 123005W) as the Statutory Auditors of the Company pursuant to Section 139 of the Act
The Company has received a written consent and certificate from M/s. Rajeswari & Associates, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
EXPLANATION ON AUDITORSâ REPORT
As regards the observation by the Auditor in the Auditorsâ Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs. 61.00 Lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.
In respect of Income Tax demands, your Directors would like to state that the Company has filed appeals against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.
As regards, overdues to the Banks and Financial Institutions towards Non Convertible Debentures (NCDs), term loans repayments and intent thereon; the Company had made part payment and has been in advance discussion with the lender for one time settlement of their dues. Upon receipt of approval for the proposed plan, effective steps will be taken to adhere to such payment timeline.
There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2017, on the financial statements of the Company for F.Y. 2016-17.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure âBâ.
There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 21, 2017, on the Secretarial and other related records of the Company for the F.Y. 2016-17.
COST AUDITORS
In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2017-18 at a remuneration of Rs. 1,00,000/- and reimbursement of out of pocket expenses plus applicable taxes.
As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY
Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the F.Y. 2016-17 were on armâs length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.
During F.Y. 2016-17, there are no material related party transactions with Promoters, Directors or Key Managerial Personnel (âKMPâ). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 37 of the Notes to the financial statements.
Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Companyâs website at http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf
POLICY FOR DETERMINING âMATERIALâ SUBSIDIARIES
As required under Regulation 16(1 )(c) of the Listing Regulations, the Company has in place a Policy for Determining âMaterialâ Subsidiaries, which has been hosted on Companyâs website at http://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf
RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Companyâs ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organisation.
The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.
VIGIL MECHANISM
Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.
Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.
The Whistle Blower Policy, provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been put up on the Companyâs Website at www.hdil.in.
NOMINATION AND REMUNERATION POLICY
The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.
The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.
EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
Your Company recognizes its employees as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset.
Your Company has embarked on the journey of creating a High Performance Culture and has laid the foundation towards this.
Your Directors place on record their appreciation for the contributions made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.
The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure âCâ.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.
Your Company has in place a policy on âPrevention of Sexual Harassmentâ (âPOSHâ) in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Companyâs intra-net âHDIL Worldâ.
During F.Y. 2016-17, your Company has not received any complaint on sexual harassment.
INVESTORSâ RELATION AND GRIEVANCES
Investorsâ relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investorsâ grievances pending as on March 31, 2017. A confirmation to this effect has been received from the Companyâs Registrar and Share Transfer Agent (âR&Tâ).
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
Your Company has in place a CSR Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:
1) Mr. Rakesh Kumar Wadhawan - Chairman
2) Mr. Sarang Wadhawan - Member
3) Mr. Lalit Mohan Mehta - Member
Your Company has also in place a Corporate Social Responsibility (âCSRâ) Policy which is available on the website of the Company at www.hdil.in.
The average Net Profit of the Company for last three F.Y. is Rs. 78,400.80 Lacs and accordingly the Company requires to spend Rs. 1491.95 Lacs on CSR activities.
The Company has setup a trust in the name of âHDIL Foundationâ with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centers, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars/meetings/ camps for awakening of general masses, to give relief in the stress of famine/fire/tempest/cyclone/earthquake or other natural calamity.
The Company however has initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficiary of these projects, in the following ways:
i. transportation facilities to the school going children of slum dwellers;
ii. providing additional safety measure to enhance security of labour at construction sites and
iii. free medical camps for the labourers and their families.
Further, your Company is irregular in paying off its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularised in meeting all its obligations.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2017, is as under:
CONSERVATION OF ENERGY
Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:
- A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS);
- Energy Efficiency System;
- Insulation;
- Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.;
- Zoning System and
- Passive solar Design.
RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development (âR&Dâ) activity in development of technology in the area of construction.
In todayâs competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, our Company is actively involved in R&D activities. Some of them are:
Optimization of Space:
Mechanical Car Parking
- DOKA formwork;
- ULMA formwork;
- MIVAN formwork;
- Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;
- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;
- Substitution of Diaphragm wall with sheet piling as shoring options;
- Study, Analysis and use of composite structure in place of conventional structure;
- Optimization of resources and their recycling for further use;
- Use of environment friendly materials and developing green building concept and
- Analysis and study of trade off among various services for optimization.
Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.
Ingstrom Fire Escape Chutes
Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREEN BUILDING:
Introduction:
Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.
According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOCâs (Volatile Organic Compound) in the Paint. VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.
Low and Zero VOC paints have little or no smog-forming emission. Use of high VOC content materials can cause illness and may decrease occupant productivity. These problems result in increased expenses and liability for building owners, operators and insurance companies.
Benefits:
Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of ground level ozone on human health, agricultural crops, forests and ecosystem. Healthy occupants are more productive and have less illness- related absenteeism.
LED LIGHTS Introduction:
LEDs are light emitting diodes, are a technology that allows for extremely energy efficient and extremely long-lasting light bulbs. An LED light bulb can reduce energy consumption by 80-90% and last around 100,000 hours. They even light up faster than regular bulbs (which could save your life if there are LEDs in the brake lights of your car).
Ecologically Friendly:
LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.
LED lights contain no toxic materials and are 100% recyclable, and will help you to reduce your carbon footprint by up to a third. The long operational life time span mentioned above means also that one LED light bulb can save material and production of 25 incandescent light bulbs. A big step towards a greener future.
Zero UV Emissions:
LED illumination produces little infrared light and close to no UV emissions.
Because of this, LED lighting is highly suitable not only for goods and materials that are sensitive to heat due to the benefit of little radiated heat emission, but also for illumination of UV sensitive objects or materials such as in museums, art galleries, archeological sites etc.
Security Systems:
The Company has following Security Systems at its office and site:
- Fire Alarm System and
- Water Curtain System
TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.
PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (âMCAâ) for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted/updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at [email protected] or to the Company on [email protected].
REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2017 and prior to May 30, 2017, being the date of this report.
CAUTIONARY STATEMENT
Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations including raw material availability and its price, pricing in the Companyâs principle markets, changes in Government regulations, Tax regimes and economic developments within India.
APPRECIATION
Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Stakeholders for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.
For and on behalf of the Board of Directors
Mr. Rakesh Kumar Wadhawan
Executive Chairman
Place: Mumbai DIN : 00028573
Date: May 30, 2017
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2016.
FINANCIAL PERFORMANCE
Your Company''s performance during the F.Y. ended March 31, 2016 as compared to the previous F.Y. is summarized below:
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Gross sales and other receipts |
1,19,109.46 |
1,09,093.36 |
1,19,247.09 |
1,08,312.21 |
Profit before finance cost, depreciation, amortization and taxation |
66,122.14 |
70,118.58 |
80,814.81 |
86,656.27 |
Finance Cost |
36,720.43 |
38,694.07 |
51,228.25 |
55,344.49 |
Depreciation and Amortization |
547.60 |
671.26 |
575.59 |
1,531.95 |
Operational profit before tax |
28,854.11 |
30,753.25 |
29,010.97 |
29,779.83 |
Less: Tax Expenses |
2,357.86 |
8,119.90 |
2,407.37 |
7,916.25 |
Less: Minority Interest |
N.A. |
N.A. |
(9.86) |
(1.55) |
Profit for the year |
26,496.25 |
22,633.35 |
26,613.46 |
21,865.13 |
Balance brought forward |
76.72 |
3,791.77 |
(36,449.74) |
(34,329.08) |
Add: Other adjustments |
7,717.59 |
351.60 |
7,693.54 |
2,714.21 |
Profit available for appropriation |
34,290.56 |
26,776.72 |
(2,142.74) |
(9,749.74) |
Less: Transferred to Debentures Redemption Reserve |
5,424.09 |
26,700.00 |
5,424.09 |
26,700.00 |
Closing Balance |
28,866.47 |
76.72 |
(7,566.83) |
(36,449.74) |
Net Worth |
10,99,719.81 |
10,65,505.97 |
11,14,775.12 |
10,80,468.12 |
STATE OF COMPANY''S AFFAIRS AND PERFORMANCE REVIEW
- The Turnover of the Company increased by 9.18 % and stood at Rs. 1,19,109.46 lacs as against Rs. 109,093.36 lacs in the previous year.
- The Company''s Profit from operations for the year ended March 31, 2016, decreased by 6.18 % to Rs. 28,854.11 lacs as against Rs. 30,753.25 lacs in the previous year.
- The Net Profit for the year has increased by 17.07 % to Rs. 26,496.25 lacs as against Rs. 22,633.35 lacs in previous year.
- During the F.Y., Company''s Debt including Non-Convertible Debentures ("NCD") has been repaid aggregating to Rs. 62,225.23 lacs and Debt Service Ratio is 0.92.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.
SUBSIDIARY COMPANIES
As at March 31, 2016, your Company has following subsidiaries:
Sr. No. |
Name of Subsidiary |
1 |
Blue Star Realtors Private Limited |
2 |
BKC Developers Private Limited |
3 |
Excel Arcade Private Limited |
4 |
Guruashish Construction Private Limited |
5 |
HC Infracity Private Limited |
6 |
Lashkaria Construction Private Limited |
7 |
Mazda Estates Private Limited |
8 |
Privilege Power and Infrastructure Private Limited |
9 |
Ravijyot Finance and Leasing Private Limited |
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 94.
Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting ("AGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.
DIVIDEND
In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt and optimising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2016.
DEBENTURES
During the F.Y., your Company has not issued any Debentures. However, out of the total NCD issued in the earlier years by the Company, during the F.Y., there has been repayment of NCD aggregating to Rs. 43,651.78 lacs.
SHARE CAPITAL
The paid-up equity share capital of the Company as at March 31, 2016, was Rs. 41,900.40 lacs. During the F.Y., there was no change in the issued, subscribed and paid up share capital of the Company.
The equity shares of your Company continue to be listed on BSE Limited and National Stock Exchange of India Limited.
RESERVES
As per requirements of the provisions of Section 71 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, your Company has transferred Rs. 5,424.09 lacs to Debenture Redemption Reserve.
FIXED DEPOSITS
Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed there under, is annexed as Annexure ''A''.
DIRECTORS
Due to sad demise after brief illness, Mr. Shyam Sunder Dawra ceased to be a Non-Executive Independent Director of the Company with effect from February 10, 2016. The Board of Directors ("the Board") place on record its appreciation for the significant contribution made by him during his tenure as a Director of the Company.
On submission of declaration made by Mr. Ashok Kumar Gupta under Section 149(7) of the Act and in accordance with the provisions of the Act and on the basis of recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on May 28, 2016, had appointed Mr. Ashok Kumar Gupta as a Non-Executive Independent Director of the Company.
Your Company has received notice in writing pursuant to Section 160 of the Act from the Member along with deposit of Rs. 1,00,000/signifying his intention to propose the candidature of Mr. Ashok Kumar Gupta as Non-Executive Independent Director of the Company at the ensuing AGM of the Company and his appointment is hereby proposed for the approval of the Members.
The above appointment forms part of the Notice of the ensuing twentieth AGM and the Resolution is recommended for your approval. Brief Profile of Mr. Ashok Kumar Gupta as required under the Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), forms part of the Notice of the ensuing twentieth AGM.
Your Company received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed by Section 149(6) of the Act.
The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www.hdil.in.
Your Company has conducted the familiarization programme for all its Directors covering the matters as specified under Regulation 25(7) of the Listing Regulations, details of which has been hosted on the Company''s website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) 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, 2016 and of the profit of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) 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
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Management''s ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.
A report on Corporate Governance together with a certificate received from M/s. Thar & Co., Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report. (Refer Page No. 32).
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.
During the F.Y., the Board met four (4) times viz. on May 15, 2015, August 10, 2015, November 7, 2015 and February 13, 2016.
Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 32).
COMMITTEES OF THE BOARD
Your Company has following committees of the Board as a part of good corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholders Relationship Committee;
- Risk Management Committee;
- Corporate Social Responsibility Committee("CSR Committee");
- Finance Committee and
- Project Committee
The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors:
Mrs. Sandhya Baliga - Chairperson
Mr. Ashok Kumar Gupta - Member Mr. Lalit Mohan Mehta - Member *Mr. Shyam Sunder Dawra - Member Mr. Raj Kumar Aggarwal - Member
*Due to sad demise, Mr. Shyam Sunder Dawra ceased to be the Member of the Committee w.e.f. February 10, 2016.
All the recommendations made by the Audit Committee were accepted by the Board.
STATUTORY AUDITORS
M/s. Thar & Co., Chartered Accountants (Firm Registration No. 110958W), Statutory Auditors of your Company, who retire at the ensuing AGM of the Company are eligible for appointment.
The Company has received a letter from M/s. Thar & Co., Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 of the Act and that, they are not disqualified for such appointment within the meaning of Section 141 of the Act. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
EXPLANATION ON AUDITORS'' REPORT
As regards the observation by the Auditor in the Auditor''s Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs. 10 lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.
In respect of Income Tax demands, your Directors'' would like to state that the Company has filed appeal against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.
There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 28, 2016, on the financial statements of the Company for F.Y. 2015-16.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''B''.
There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 21, 2016, on the Secretarial and other related records of the Company for the F.Y. 2015-16.
COST AUDITORS
In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2016-17 at a remuneration of Rs. 1,00,000/- and reimbursement of out of pocket expenses plus service tax as applicable.
As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY
Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by such recipient are provided under respective notes in financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the F.Y. were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.
During F.Y., there are no material related party transactions with Promoters, Directors or Key Managerial Personnel ("KMP"). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements.
Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Company''s website at http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf.
Policy for determining ''Material'' Subsidiaries
As required under Regulation 16(1)(c) of the Listing Regulations, the Company has in place a Policy for Determining ''Material'' Subsidiaries, which has been hosted on Company''s website at http://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf
RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Company''s ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization.
The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.
VIGIL MECHANISM
Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.
Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.
The Whistle Blower Policy, provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy have been put up on the Company''s Website at www.hdil.in.
NOMINATION AND REMUNERATION POLICY
The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.
The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.
EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
Your Company recognizes its employees as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset.
Your Company has embarked on the journey of creating a High Performance Culture and has laid the foundation towards this.
Your Directors place on record their appreciation for the contributions made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.
The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon up to the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.
The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure ''C''.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.
Your Company has in place a policy on ''Prevention of Sexual Harassment'' ("POSH") in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Company''s intra-net ''HDIL World''.
During F.Y. 2015-16, your Company has not received any complaint on sexual harassment.
INVESTORS'' RELATION AND GRIEVANCES
Investors'' relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on March 31, 2016. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent ("R&T").
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
Your Company has in place a CSR Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:
1) 1Mr. Rakesh Kumar Wadhawan - Chairman
2) Mr. Sarang Wadhawan - Member
3) Mr. Lalit Mohan Mehta - Member
4) *Mr. Shyam Sunder Dawra - Member
*Due to sad demise, Mr. Shyam Sunder Dawra ceased to be a Member of the Committee w.e.f. February 10, 2016, pursuant to which the Board of Directors of the Company at its Meeting held on February 13, 2016, appointed Mr. Rakesh Kumar Wadhawan as the Chairman of the CSR Committee.
Your Company has also in place a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.hdil.in.
The average Net Profit of the Company for last three F.Y. is Rs. 21,883.65 Lacs and accordingly the Company requires to spend Rs. 437.67 Lacs on CSR activities.
The Company has setup a trust in the name of ''HDIL Foundation'' with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centres, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars / meetings / camps for awakening of general masses, to give relief in the stress of famine / fire / tempest / cyclone / earthquake or other natural calamity.
The Company however has been initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficial of these projects, in the following ways:
i. transportation facilities to the school going children of slum dwellers;
ii. providing additional safety measure to enhance security of labour at construction sites and
iii. free medical camps for the labourers and their families.
Further, your Company is irregular in paying of its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularized in meeting all its obligations.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2016, is as under:
CONSERVATION OF ENERGY
Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:
- Zoning System and
- Passive solar Design. RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development ("R&D") activity in development of technology in the area of construction.
In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, our Company is actively involved in R&D activities. Some of them are:
Optimization of Space:
Mechanical Car Parking
- DOKA formwork;
- ULMA formwork;
- MIVAN formwork;
- Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;
- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;
- Substitution of Diaphragm wall with sheet piling as shoring options;
- Study, Analysis and use of composite structure in place of conventional structure;
- Optimization of resources and their recycling for further use;
- Use of environment friendly materials and developing green building concept and
- Analysis and study of trade off among various services for optimization.
Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.
Angstrom Fire Escape Chutes
Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREEN BUILDING:
Introduction:
Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.
According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOC''s (Volatile Organic Compound) in the Paint. VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.
Low and Zero VOC paints have little or no smog-forming emission. Use of high VOC content materials can cause illness and may decrease occupant productivity. These problems result in increased expenses and liability for building owners, operators and insurance companies.
Benefits:
Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of ground level ozone on human health, agricultural crops, forests and ecosystem. Healthy occupants are more productive and have less illness- related absenteeism.
LED LIGHTS Introduction:
LEDs are light emitting diodes, are a technology that allows for extremely energy efficient and extremely long-lasting light bulbs. An LED light bulb can reduce energy consumption by 80-90% and last around 100,000 hours. They even light up faster than regular bulbs (which could save your life if there are LEDs in the brake lights of your car).
Ecologically Friendly:
LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.
LED lights contain no toxic materials and are 100% recyclable, and will help you to reduce your carbon footprint by up to a third. The long operational life time span mentioned above means also that one LED light bulb can save material and production of 25 incandescent light bulbs. A big step towards a greener future.
Zero UV Emissions:
LED illumination produces little infrared light and close to no UV emissions.
Because of this, LED lighting is highly suitable not only for goods and materials that are sensitive to heat due to the benefit of little radiated heat emission, but also for illumination of UV sensitive objects or materials such as in museums, art galleries, archeological sites etc.
Security Systems:
The Company has following Security Systems at its office and site:
- Fire Alarm System and
- Water Curtain System TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. In Lacs)
Year |
2015-16 |
2014-15 |
Foreign exchange earnings |
- |
- |
Foreign exchange outgo |
233.23 |
123.56 |
PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for correspondences by Corporate to its shareholders through electronic mode. All the shareholders who have not so far substituted / updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at [email protected] or to the Company on [email protected].
REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2016 and prior to May 28, 2016, being the date of this report.
CAUTIONARY STATEMENT
Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material availability and its price, pricing in the Company''s principle markets, changes in Government regulations, Tax regimes and economic developments within India.
APPRECIATION
Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Stakeholders for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.
For and on behalf of the Board of Directors
Rakesh Kumar Wadhawan
Executive Chairman
Place: Mumbai
Date: May 28, 2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 19th Annual Report of
the Company together with the "Management Discussion and Analysis
Report", "Corporate Governance Report" and "Audited Financial
Statements" for the Financial Year ("F.Y.") ended March 31, 2015.
FINANCIAL PERFORMANCE
Your Company's performance during the F.Y. ended March 31,2015 as
compared to the previous F.Y. is summarised below:
(Rs. In Lacs)
Particulars Standalone
2014-15 2013-14
Gross sales and other receipts 109,093.36 94,044.27
Profit before finance cost,
depreciation, amortisation and 70,118.58 77,297.12
taxation
Finance Cost 38,694.07 50,964.06
Depreciation and Amortization 671.26 780.06
Operational profit before tax 30,753.25 25,553.00
Less: Tax Expenses 8,119.90 1,068.06
Less: Minority Interest NA NA
Profit for the year 22,633.35 24,484.94
Balance brought forward 3,791.77 3,846.94
Add: Other adjustments 351.60 (140.11)
Profit available for appropriation 26,776.72 28,191.77
Less: Transferred to Debentures
Redemption Reserve 26,700.00 24,400.00
Closing Balance 76.72 3,791.77
Net Worth 1,065,505.97 1,042,521.02
Particulars Consolidated
2014-15 2013-14
Gross sales and other receipts 108,312.21 95,364.41
Profit before finance cost,
depreciation, amortisation and 86,656.27 97,493.09
taxation
Finance Cost 55,344.49 70,729.30
Depreciation and Amortization 1,531.95 7,857.47
Operational profit before tax 29,779.83 18,906.32
Less: Tax Expenses 7,916.25 1,137.40
Less: Minority Interest (1.55) 12.41
Profit for the year 21,865.13 17,756.51
Balance brought forward (34,329.08) (27,562.36)
Add: Other adjustments 2714.21 (123.23)
Profit available for appropriation (9,749.74) (9,929.08)
Less: Transferred to Debentures
Redemption Reserve 26,700.00 24,400.00
Closing Balance (36,449.74) (34,329.08)
Net Worth 1,080,468.12 1,055,905.12
STATE OF COMPANY'S AFFAIRS AND PERFORMANCE REVIEW
* The Turnover of the Company increased by 16% and stood at Rs.
109,093.36 lacs as against Rs. 94,044.27 lacs in the previous year.
* The Company's Profit from Operations for the year ended March 31,
2015 increased by 20.35% to Rs. 30,753.25 lacs as against Rs. 25,553.00
lacs in the previous year.
* The Net Profit for the year has decreased by 7.56% to Rs. 22,633.35
lacs as against Rs. 24,484.94 lacs in previous year on account of
Income Tax Expenses of Rs. 8,119.90 lacs as against Rs. 1,068.06 lacs.
* During the year under review, Company's Debt Including
Non-Convertible Debentures ("NCD") has been repaid aggregating to Rs.
50,775.48 lacs and Debt Service Ratio is 1.81.
MANAGEMENT DISCUSSION AND ANALYSIS A detailed review of the operations,
performance and future outlook of the Company and its businesses is
given in the Management Discussion and Analysis Report, which forms
part of this Report. SUBSIDIARY COMPANIES
As at March 31, 2015, your Company has following subsidiaries:
Sr. Name of Subsidiary
No.
1 Blue Star Realtors Private Limited
2 BKC Developers Private Limited
3 Excel Arcade Private Limited
4 Guruashish Construction Private Limited
5 HC Infracity Private Limited
6 Lashkaria Construction Private Limited
7 Mazda Estates Private Limited
8 Privilege Power and Infrastructure Private Limited
9 Ravijyot Finance and Leasing Private Limited
During the year, your Company has divested its 100% shareholding of its
wholly owned subsidiary company, viz. HDIL Entertainment Private
Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, ("the Act") read with Rule 8 of Companies (Accounts) Rules, 2014,
the Company has prepared its consolidated financial statement including
all of its subsidiaries, which is forming part of this report. A
statement containing salient features of financial statements of
subsidiary companies in Form AOC 1 is included in the Annual Report at
Page No. 88.
The separate audited financial statements in respect of each of the
subsidiary companies shall be kept open for inspection at the
Registered Office of the Company on all working days between 10:00 a.m.
to 12:00 noon, for a period of 21 days before the date of the Annual
General Meeting ("AGM"). Your Company will also make available these
documents upon a written request by any Member of the Company
interested in obtaining the same. The separate audited financial
statements in respect of each of the subsidiary companies is also
available on the website of your Company at www.hdil.in.
DIVIDEND
In view of the current market and industry scenario, your Board has
been actively pursuing paring of its debt and optimising its land
banks. Keeping in its objective, the Board deems it proper to conserve
its cash flow for execution of its existing projects, your Directors
have not recommended payment of any Dividend for the F.Y. ended March
31,2015.
DEBENTURES
During the year under review, your Company has not issued any
Debentures. However, out of the total NCD issued in the earlier years
by the Company, during the year under review there has been repayment
of NCD aggregating to Rs. 30,577.62 lacs.
SHARE CAPITAL
The paid-up equity share capital of the Company as at March 31, 2015
was Rs. 41,900.40 lacs. During the year under review, there was no
change in the issued, subscribed and paid up share capital of the
Company.
The equity shares of your Company continue to be listed on BSE Limited
and National Stock Exchange of India Limited.
RESERVES
As per requirements of the provisions of Section 71 of the Act, your
Company has transferred Rs. 26,700.00 lacs to Debenture Redemption
Reserve.
FIXED DEPOSITS
Your Company did not hold any public deposits at the beginning of the
year, nor it has accepted any deposits from the public during the year
under review, within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company, as prescribed under
Section 92(3) of the Act and Companies (Management and Administration)
Rules, 2014, framed thereunder, is attached as Annexure 'A'.
HUMAN RESOURCES
Your Company recognizes people as its most valuable asset and it has
built an open, transparent and meritocratic culture to nurture this
asset.
Your Company has embarked on the journey of creating a High Performance
Culture and has laid the foundation towards this.
Company's Learning and Development initiatives are focused on enhancing
functional skills and competencies of its employees and its other
Learning and Development interventions include Executive Development
Programs, e-learning and various class room based training programmes.
Your Company is committed to strive towards full engagement of all its
employees, partners, contractors, suppliers and clients to ensure safe
working conditions and safe behaviour as well as take care of their
health.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe and healthy
work environment for all its employees.
Your Company has adopted a 'Prevention of Sexual Harassment' ("POSH")
policy that is in line with the provisions of the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder for prevention and
redressal of complaints pertaining to sexual harassment at workplace,
along with a structured reporting and redressal mechanism is in place.
The POSH Policy is displayed on the Company's intra-net 'HDIL World'.
During F.Y. 2014-15, your Company has not received any complaint on
sexual harassment.
DIRECTORS
Mr. Sunil Bihari Mathur, Director of the Company had resigned as a
Director of the Company with effect from August 9, 2014, due to
personal commitments and Mr. Waryam Singh, Director of the Company also
stepped down as a Director of the Company with effect from March 23,
2015, due to personal commitments. The Board of Directors place on
record their appreciation for the significant contribution made by Mr.
Sunil Bihari Mathur and Mr. Waryam Singh during their tenure as
Directors of the Company.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Ashok Kumar Gupta is liable
to retire by rotation at the ensuing AGM of the Company and being
eligible offers himself for re-appointment.
In accordance with the provisions of Section 161 of the Act and on the
basis of recommendation of Nomination and Remuneration Committee, the
Board of Directors at its Meeting held on November
14, 2014, had appointed Mr. Hazari Lal and Mrs. Sandhya Baliga as
Additional Director of the Company and they hold office up to the
conclusion of the ensuing AGM.
Pursuant to the applicable provisions of the Act and on the basis of
recommendation of Nomination and Remuneration Committee, the Board of
Directors at its Meeting held on May 15, 2015, had re-appointed Mr.
Sarang Wadhawan as Vice Chairman and Managing Director of the Company,
for a further term of 5 years, with effect from April 1,2016.
Your Company has received notices in writing pursuant to Section 160 of
the Act from the Members along with deposit of Rs. 1,00,000/- each,
signifying their intention to propose the candidature of Mr. Hazari Lal
and Mrs. Sandhya Baliga as Independent Directors and Mr. Sarang
Wadhawan as Vice Chairman and Managing Director of the Company at the
ensuing AGM of the Company and their appointment is hereby proposed for
the approval of the Members. The above appointment forms part of the
Notice of the ensuing Nineteenth AGM and the respective Resolutions are
recommended for your approval. Brief Profiles of Mr. Ashok Kumar Gupta,
Mr. Hazari Lal, Mrs. Sandhya Baliga and Mr. Sarang Wadhawan as required
under Clause 49 of the Listing Agreement forms part of the Notice of
the ensuing AGM.
Your Company received declaration from all the Independent Directors of
the Company confirming that they meet the criteria of Independence as
prescribed by Section 149(6) of the Act.
The terms and conditions of the appointments of Independent Directors
have been placed on the website of the Company, www.hdil.in.
Your Company has conducted the familiarization programme for all its
Directors covering the matters as specified under Clause 49 of the
Listing Agreement, details of which has been hosted on the Company's
website at http://www.hdil.in/pdf/policies/
familiarisation-programme-for-independent-directors.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) read with Section
134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b) 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 Ccompany as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) 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
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company believes that good corporate governance practices enable
the Management to direct and control the affairs of the Company in an
efficient manner and to achieve the Company's goal of maximizing value
for all its stakeholders. Your Company will continue to focus its
resources, strengths and strategies to achieve its vision of becoming a
leading real estate company in India, while upholding the core values of
transparency, integrity, honesty and accountability.
Your Company's activities are carried out in accordance with good
corporate practices and the Company is constantly striving to better
them by adopting the best practices and the highest standards of
Corporate Governance through transparency in business ethics,
accountability to its customers, Government and others.
A report on Corporate Governance together with a certificate received
from M/s. Thar & Co., Chartered Accountants, Statutory Auditors of the
Company confirming the compliance with the provisions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is given
separately which forms part of this Report. (Refer Page No. 40).
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various
affairs, operations of the Company and to supervise and control the
activities of the Company. The schedule of the Board / Committee
Meetings to be held in the forthcoming F.Y. will be circulated to the
Directors in advance to enable them to plan their schedule for their
effective participation in the Meetings.
During the year under review the Board met four (4) times viz. on May
23, 2014, July 31, 2014, November 14, 2014 and February 14, 2015.
Detailed information on the Meetings of the Board is included in the
report on Corporate Governance, which forms part of this Annual Report.
(Refer Page No. 34).
COMMITTEES OF THE BOARD
Your Company has several committees which have been established as a
part of the best corporate governance practices and which are in
compliance with the requirements of the relevant provisions of
applicable laws and statutes.
Your Company has following Committees of the Board:
* Audit Committee
* Finance Committee
* Nomination and Remuneration Committee
* Stakeholders Relationship Committee
* Corporate Social Responsibility Committee
* Risk Management Committee
* Project Committee
The details with respect to the compositions, powers, roles, terms of
reference etc. of relevant committees are given in details in the
'Report on Corporate Governance' of the Company which forms part of
this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors:
Mr. Shyam Sunder Dawra - Chairman
Mr. Ashok Kumar Gupta - Member
Mr. Lalit Mohan Mehta - Member
Mr. Raj Kumar Aggarwal - Member
*Mrs. Sandhya Baliga - Member
*Mrs. Sandhya Baliga was appointed as a Member of the Audit Committee
at the Meeting of the Board of Directors held on November 14, 2014 and
subsequently on May 15, 2015, she was appointed as a Chairperson of the
Audit Committee.
All the recommendations made by the Audit Committee were accepted by
the Board.
STATUTORY AUDITORS
M/s. Thar & Co., Chartered Accountants (Firm Registration No.
110958W), were appointed as Statutory Auditors of your Company at the
last AGM held on September 30, 2014, for a term of two consecutive
years. As per the provisions of Section 139 of the Act, the appointment
of Auditors is required to be ratified by Members at every AGM and the
same is proposed for the ratification by the Members at the ensuing
AGM, which forms a part of the Notice of AGM.
The Company has received a letter from M/s. Thar & Co., Chartered
Accountants, to the effect that their appointment, if ratified, would
be in accordance with provision of the Section 139 of the Act and that,
they are not disqualified for such appointment within the meaning of
Section 141 of the Act.
EXPLANATION ON AUDITORS' REPORT
As regards the observation by the Auditor in the Auditor's Report
regarding delay in payment of Statutory dues, subsequently the Company
has paid TDS of Rs. 5.40 lacs and arrears of interest on Service Tax
and VAT will be cleared upon completion of assessment of the respective
years. In the matter of pending income tax demands, the note is
self-explanatory and no further clarification is required.
There are no qualifications, reservations, adverse remarks or
disclaimers made by Auditors in their Report dated May 15, 2015, on the
Financial Statements of the Company for F.Y. 2014-15.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. SG & Associates, Company Secretaries (C.P.
No. 5722) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure 'B'.
There are no qualifications, reservations, adverse remarks or
disclaimers made by M/s. SG & Associates, Company Secretaries, in their
Report dated May 9, 2015, on the Secretarial and other related records
of the Company for the F.Y. 2014-15.
COST AUDITORS
In pursuance of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, the Board
of Directors, on recommendation of Audit Committee, has appointed M/s.
Ketki D. Visariya & Co., Cost Accountants (Firm Registration No.
00362), as the Cost Auditors to conduct the Cost Audit for the F.Y.
2014-15 and 2015-16 at a remuneration of Rs. 1,00,000/- each and
reimbursement of out of pocket expenses plus service tax as applicable.
As required under the Act, ratification by the Members pertaining to
the remuneration payable to the Cost Auditor forms part of the Notice
of the ensuing AGM and the respective Resolution is recommended for
your consideration.
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
Your Company adheres to the Accounting Standards of the Companies
(Accounting Standards) Rules, 2006 prescribed under the Companies Act,
1956, in the preparation of its financial statements and has not
adopted a treatment different from that prescribed in any Accounting
Standard notified under Section 211(3)(c) of the Companies Act, 1956,
read with the Companies (Accounting Standards) Rules, 2006, as amended
from time to time. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your
Company's internal control system is designed to ensure operational
efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance with laws and
regulations. The internal control system is supported by an internal
audit process for reviewing the adequacy and efficacy of the
internal controls, including its systems and processes and compliance
with regulations and procedures.
The Company has appointed an external Independent Auditors as the
Internal Auditors of the Company to carry out the Internal Audit
functions.
The Internal Audit Reports are discussed with the Management and are
reviewed by the Audit Committee of the Board which also reviews the
adequacy and effectiveness of the internal control system of the
Company.
Your Company's internal control system is commensurate with the size,
nature and operations of the Company.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186 of the Act, particulars of the loans given,
investments made, guarantees given and securities provided alongwith
the purpose for which the loan or guarantee or security is proposed to
be utilised by such recipient are provided under respective notes in
Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year under
review were on arm's length basis and in the ordinary course of
business and that the provisions of Section 188 of the Act are not
attracted and hence the disclosure in form AOC-2 is not required.
Further, there are no material related party transactions during the
year under review with Promoters, Directors or Key Managerial Personnel
("KMP"). The Company has framed a policy on Materiality of and Dealing
with Related Party Transactions for the purpose of identification and
monitoring of such transactions. Suitable disclosures as required under
AS-18 have been made in Note 30 of the Notes to the financial
statements.
As required under revised Clause 49(VIII) of the Listing Agreement, the
Company has formulated and adopted a Policy on dealing with Related
Party Transactions, which has been hosted on Company's website at
http://www.hdil.in/pdf/policies/policv-on-materialitv-of-
and-dealing-with-related-party-transactions.pdf.
Policy for determining 'Material' Subsidiaries As required under
revised Clause 49(V)(D) of the Listing Agreement, the Company has
formulated and adopted a Policy for Determining 'Material'
Subsidiaries, which has been hosted on Company's website at
http://www.hdil.in/pdf/policies/policy-for-determining-
material-subsidiary.pdf.
RISK MANAGEMENT
Risk Management is an integral part of the Company's business strategy
and taking that into consideration, your Company has constituted a Risk
Management Committee which monitors risk tolerance limits, reviews and
analyzes risk exposure related to specific issues and provides
oversight of risk across the organization. The Board of Directors has
adopted a Risk Management Policy. The Company manages risk through a
detailed Risk Management Policy framework which lays down guidelines in
identifying, assessing and managing risks that the businesses are
exposed to.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism for their Directors and
employees to report their genuine concerns or grievances. Your Company
has adopted a formal Whistle Blower Policy to report genuine concerns
or grievance.
Your Company assures cognizance of complaints made and suggestions
given by the employees. Even anonymous complaints will be looked into
and whenever necessary, suitable corrective steps will be taken.
The Whistle Blower Policy, provides for adequate safeguards against
victimization of persons who use such mechanism and also provides
direct access to the Chairperson of the Audit Committee. The Whistle
Blower Policy have been put up on the Company's Website at www.hdil.in.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down criteria for
selection and appointment of Board Members. The policy also lays down a
framework in relation to remuneration of Directors, KMP and Senior
Management of the Company. The Policy also includes the criteria for
determining qualifications, positive attributes and independence of
Directors.
The detail of this policy is explained in the Corporate Governance
Report.
EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its
performance, of the Directors individually as well as the evaluation of
the working of its Committees. The manner in which the evaluation was
carried out was explained in the Report on Corporate Governance, which
is forming a part of this report.
PARTICULARS OF EMPLOYEES
Your Directors place on record their appreciation for the contribution
made by the employees of the Company at all levels. Relations between
employees and the Management continued to be cordial during the year.
The statement containing particulars of employees as required under
Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this report. In terms of Section 136 of the Act, the same
is open for inspection at the Registered Office of your Company on all
working days between 10:00 a.m. to 12:00 noon upto the date of the
Meeting. Copies of this statement may be obtained by the Members by
writing to the Company Secretary of your Company.
The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of this report as
Annexure 'C'.
INVESTORS' RELATION AND GRIEVANCES
Investors' relations have been cordial during the year. As a part of
compliance, the Company has formed Stakeholders Relationship Committee
to deal with the issues relating to investors. There were no investors'
grievances pending as on March 31, 2015. A confirmation to this effect
has been received from the Company's Registrar and Share Transfer
Agent.
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
During the year your Company has constituted a Corporate Social
Responsibility ("CSR") Committee which is in compliance to the
provisions of Section 135 of the Act, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, which comprises of the
following Directors:
1) Mr. Sarang Wadhawan - Member
2) Mr. Shyam Sunder Dawra - Member
3) Mr. Lalit Mohan Mehta - Member
Your Company has also formulated a Corporate Social Responsibility
Policy which is available on the website of the Company at www.hdil.in.
The average Net Profit of the Company for last three F.Y. Rs. 21,833.65
Lacs and accordingly the Company requires to spend Rs. 437.67 Lacs on
CSR activities.
The Company has setup a trust in the name of 'HDIL Foundation' and with
respect to the same necessary approvals such as Income Tax approvals
etc. are under process.
In the view of above, the Board has decided that once the 'HDIL
Foundation' would be established on the terms of CSR mechanism then the
CSR activities would be undertaken efficiently by the Company.
The CSR activities to be carried out by the Company are driven by the
expertise of the Management. Additionally, the Company gives preference
to the local area(s) of its operations for CSR activities. The Company
believes that the CSR should be in the field(s) which have substantial
social impact and which co-relate with the philosophy of the Company to
improve the quality of life. During the F.Y. 2014-15, the Company did
not come across any project, which reflected the above approach and
hence the entire spending prescribed towards CSR could not be made
during F.Y. 2014-15. The Company however has initialled following
programmes towards CSR activities:
i. arranging transportation of the school going children of slum
dwellers rehabilitated at Kurla site.
ii. holding of free medical camps for the labour engaged at various
construction sites.
iii. taking additional safety measure to enhance security of labour
engaged at various construction sites.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 for the year ended March 31, 2015 is as under:
CONSERVATION OF ENERGY
Your Company is conscious about its responsibility to conserve energy,
power and other energy sources wherever possible. We emphasis towards a
safe and clean environment and continue to adhere to all regulatory
requirements and guidelines. The construction team under the guidance
of expert engineers of the Company continuously strives and devises
various means to conserve energy and identify methods for optimum use
of energy.
Initiatives are taken for energy efficiency systems for Buildings in
various phases like design, building and occupation by considering
various options and appropriate measures for energy conservation which
are stated as following:
* A Building Management System (BMS) or a (more recent terminology)
Building Automation System (BAS) is a computer-based control system
installed in buildings that controls and monitors the building's
mechanical and electrical equipment such as ventilation, lighting, power
systems, fire systems and security systems.
* Energy Efficiency System: The energy efficient equipments enveloping
the building viz. lighting, heating, ventilation, air conditioning
(HVAC) etc. proves to be helpful in energy consuming and increasing
efficiency with more power.
* Insulation: The appropriate synthetic fibre (insulation material) is
used on the basis of climate, building type and recommended R-value
which reduces heating and cooling loads by resisting the transfer of
heat through ceilings, walls and floors.
* Multipane Windows, Window Treatment and Storm Doors, UPVC
Doors/Windows etc.: These types of materials are stable to pollution
effect, sea water resistant and chemical proof. Moreover they act as a
agent between surround thermal outburst and internal atmosphere.
* Zoning System: It has multiple thermostats that are wired to control
panel which constantly read the temperature of their specific zone,
then open or close the dampers operated by thermostats within the
ductwork of the forced air system. It is not only helpful in balancing
inconsistent room temperatures, but it's also great for heating or
cooling individual bedrooms based on the desired temperature setting.
* Passive solar Design: Following are the component which keeps the
optimum level of heat or thermal transfer through building and helps
dissipate unwanted heat.
1. Masonry or water heat storage walls,
2. Single glazed/double glazed windows,
3. Sunspace or greenhouse,
4. Overhanging roof,
5. Sunshades,
6. Vents and
7. Exhausts fans (occasionally).
RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development ("R&D") activity in
development of technology in the area of construction.
In today's competitive market where it is obvious need to construct
with optimum cost, reduced schedule while maintaining highest standard
of quality, our Company is actively involved in R&D activities. Some of
them are:
Optimization of Space:
Mechanical Car Parking
Automated car parking systems use a similar type of technology to that
used for mechanical parcel handling and document retrieval. Hydraulic
or mechanical car lifters raise the vehicle to another level for proper
storing. The vehicle can be transported vertically (up or down) and
horizontally (left and right) to a vacant parking space until the car
is needed again.
DOKA formwork
* Installation time is minimal as whole set (for each floor) can be
lifted using hydraulic equipments as a single unit.
ULMA formwork
* Comprises of aluminum components suitable for large areas and fast
erection.
* Very versatile, due to the possibility of changing beams direction
(in case design is not finalized).
* Excellent concrete finish.
MIVAN formwork
* Most suitable for Indian conditions as a tailor-made aluminum
formwork for cast-in-situ fully concrete structure.
* Fast, easy erection, thus reducing requirement of highly skilled
labor.
All of the above can be repeated for several slab cycles unlike
conventional plywood shuttering and have longer shelf life.
Other Research and Development Initiatives
* Installation of safety apparatus for emergency evacuation purpose in
an unlikely event of hazard.
* Study, Analysis and use of various shuttering patterns for economy,
conservation of time and better quality of work.
* Substitution of Diaphragm wall with sheet piling as shoring options.
* Study, Analysis and use of composite structure in place of
conventional structure.
* Optimization of resources and their recycling for further use.
* Use of environment friendly materials and developing green building
concept.
* Analysis and study of trade off among various services for
optimization.
Emphasis is given on time, cost and quality and setting an efficient
trade-off among these three variables of Project Management in R&D
efforts.
Ingstrom Fire Escape Chutes
* Quick and easy to deploy, always ready to use.
* Users have the ability to control the speed of one's own descent.
* Allows external means to control the speed of one's descent to ground
level.
* Suitable for all ages and physical conditions of evacuees, including
physically impaired and unconscious people.
Initiatives for Sustainable Building Energy Conservation
* Use of energy efficient CFL bulbs for internal and external lighting
purpose.
* In comparison to incandescent lamps they save almost 50% of energy.
* Glass coating process enables excellent lumen maintenance all
throughout its life span.
* RoHS (Restriction of Hazardous Substances Directive) compliant unit
design.
Security Systems
1. Fire Alarm System:
As a safety measure during fire, zoning of basements is done to control
and restrict spreading of fire. It's a system in which number of
devices working together to detect and alert people through visual and
audio appliances when smoke/fire is present. These alarms may be
activated from smoke detectors and heat detectors. They may also be
activated via Manual fire alarm activation devices such as manual call
points or pull stations.
2. Water Curtain System:
This system is required in all floors including parking area for
covering external wall openings as specified in the local codes on fire
services installations. This system is a sprinkler that produces a
water curtain. It can be controlled either manually or automatically to
let water flow to the object affected with fire. Water discharged from
the valves are blocked by the metallic part and the direction of the
water is changed by 180°. Because of the shape of the valve outlet, a
curtain-like spray pattern is formed and discharged to the objects
concerned.
TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. In Lacs)
Year 2014-15 2013-14
Foreign exchange earnings - -
Foreign exchange outgo 123.56 18.00
PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green
Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for
correspondences by Corporates to its shareholders through electronic
mode. All the shareholders who have not so far substituted / updated
their email id are requested to join the said program by sending email
of their preferred email addresses to the Registrar and Share Transfer
Agent [email protected] or to the Company on [email protected].
REGULATORY ACTION
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and future
operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial
position of the Company which have occurred after March 31, 2015 and
prior to May 15, 2015, being the date of this report.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis describing the Company's objectives, estimates, expectations
or predictions may be "forward-looking statements" within the meaning
of applicable securities laws and regulations. Actual results could
differ materiality from those expressed or implied. Important factors
that could make difference to the Company's operations include raw
material availability and its price, pricing in the Company's principle
markets, changes in Government regulations, Tax regimes and economic
developments within India.
APPRECIATION
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees of the Company and
its Associates at all levels and wish to convey their appreciation to
the Banks, Financial Institutions, Government Authorities, Customers
and other Business Associates for the excellent assistance and
co-operation received and wish to place on record their gratitude to
the Members for their trust, support and confidence reposed in the
Company.
For and on behalf of the Board of Directors
Place: Mumbai Rakesh Kumar Wadhawan
Date: May 15, 2015 Executive Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Eighteenth Annual Report
of your Company together with the "Management Discussion and Analysis
Report", "Corporate Governance Report", and "Audited Financial
Statements" for the Financial Year ended March 31, 2014.
1. FINANCIAL PERFORMANCE (Rs. In Lacs)
Standalone Consolidated
Particulars 2013-14 2012-13 2013-14 2012-13
Gross sales and
other receipts 94,044.27 1,15,361.33 95,364.41 1,06,522.67
Profit before
finance cost,
depreciation,
amortisation
exceptional
items and 77,297.12 1,18,268.31 97,493.09 1,31,290.98
taxation
Finance Cost 50,964.06 56,777.06 70,729.30 69,230.33
Depreciation and
Amortisation 780.06 781.98 7,857.47 8,453.97
Operational
profit before
exceptional items
and tax 25,553.00 60,709.27 18,906.32 53,606.68
Less: Exceptional
items - 44,198.45 - 44,198.45
Less: Provision
for Tax 1,068.06 1,972.83 1,137.40 2,051.70
Less: Minority
Interest - - 12.41 (4.67)
Add: Share of
profit/(loss)
of Associates - - - (28.99)
Profit for the
year 24,484.94 14,537.99 17,756.51 7,332.21
Balance
brought forward 3,846.94 3,804.35 (27,562.36) (20,404.56)
Add: Other
adjustments (140.11) (22.50) (123.23) (17.11)
Profit available
for appropriation 28,191.77 18,319.84 (9,929.08) (13,089.46)
Less: Transferred
to General Reserve - - - -
Less: Transferred
to Debentures
Redemption
Reserve 24,400.00 14,472.90 24,400.00 14,472.90
Closing Balance 3,791.77 3,846.94 (34,329.08) (27,562.36)
Net Worth 10,42,521.02 10,18,176.19 10,55,905.12 10,38,271.84
2. PERFORMANCE REVIEW
The Turnover of the Company decreased by 18.48% and stood at Rs.
94,044.27 lacs as against Rs. 1,15,361.33 lacs in the previous year. The
Company''s Profit from Operations for the year ended March 31, 2014
decreased by 57.91% to Rs. 25,553.00 lacs as against Rs. 60,709.27 lacs in
the previous year. However, the Net Profit for the year has increased
by 68.42% to Rs. 24,484.94 lacs as against Rs. 14,537.99 lacs in previous
year.
3. DIVIDEND
The results and financial position of the Company are set out in the
Financial Statements. With a view to reduce the cost base of the
Company and conserve the resources so as to meet the fund requirements
for Company''s on-going projects and also its growth plans, your
Directors have not recommended any payment of Dividend for the
Financial Year ended March 31, 2014.
4. MANAGEMENT''S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management''s Discussion
and Analysis, which forms part of this Report.
5. SUBSIDIARY COMPANIES
As at March 31, 2014, your Company has following subsidiaries:
Sr. Name of Subsidiary
No.
1 Blue Star Realtors Private Limited
2 BKC Developers Private Limited
3 Excel Arcade Private Limited
4 Guruashish Construction Private Limited
5 HDIL Entertainment Private Limited
6 HC Infracity Private Limited
7 Lashkaria Construction Private Limited
8 Mazda Estates Private Limited
9 Privilege Power and Infrastructure Private Limited
10 Ravijyot Finance and Leasing Private Limited
The Ministry of Corporate Affairs (MCA) vide its General Circular No.
3/2011 dated February 21, 2011 read together with General circular
No.2/2011 dated February 8, 2011 issued modifying their circular No.
5/12/2007ÂCL-III has granted general exemption under Section 212(8) of
the Companies Act, 1956 to Companies from attaching the accounts of
their subsidiaries in their annual reports subject to fulfillment of
certain conditions prescribed. The Board of Directors of the Company at
its Meeting held on May 23, 2014 in line with the circular of MCA have
passed the resolution granting the requisite approvals for not
attaching the Balance Sheet, statement of Profit & Loss, report of the
Board of Directors and Auditor''s report of each of the Subsidiary
Companies to the accounts of the Company for the year ended March 31,
2014. The Company will make available these documents/details upon
request by any Member of the Company at its Registered Office. As
required by Accounting StandardÂ21 (ASÂ21) prescribed by the Companies
(Accounting standards) Rules, 2006, the Company''s consolidated
financial statements included in this Annual Report incorporate the
accounts of its subsidiaries. A summary of key financials of the
subsidiaries of your Company is included and shown separately in this
Annual Report.
6. DEBENTURES
During the year under review, Company has not issued any Non
Convertible Debentures. However, out of the total Non-convertible
debentures issued in the earlier years by the Company, there has been
redemption of Non Convertible Debentures aggregating to Rs. 56,797.78
lacs.
7. SHARE CAPITAL
During the year under review, there has been no change in the issued,
subscribed and paid up share capital of the Company. The Equity Shares
of your Company continue to be listed on BSE Limited ("BSE") and
National Stock Exchange of India Limited ("NSE").
8. DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company Mr. Waryam Singh,
Mr. Ashok Kumar Gupta and Mr. Shyam Sunder Dawra are liable to retire
by rotation at the ensuing Annual General Meeting ("AGM") of the
Company and offer themselves for re-appointment.
The above re-appointments form part of the Notice of the forthcoming
Eighteenth Annual General Meeting and the respective resolutions are
recommended for your approval.
Profile of the Directors retiring by rotation and proposed to be re
appointed as required under Clause 49 of the Listing Agreement, is part
of the explanatory statement to the Notice of the Eighteenth Annual
General Meeting.
In accordance with the provisions of Section 149 of the Companies Act,
2013 and the Rules made there under, which came into effect from April
1, 2014, approval of the Members will be sought at the ensuing Annual
General Meeting of the Company for formalizing the appointment of Mr.
Sunil Behari Mathur, Mr. Lalit Mohan Mehta, Mr. Shyam Sunder Dawra and
Mr. Raj Kumar Aggarwal as Independent Directors of the Company who are
not liable to retire by rotation, for a period of five years.
9. RESERVES
As per requirement of the provisions of Section 117(c) of the Companies
Act, 2013, your Company has transferred Rs. 24,400.00 lacs to Debenture
Redemption Reserve.
10. FIXED DEPOSITS
The Company has not accepted any deposits during the year under review
from the public within the meaning of Section 72 of the Companies Act,
2013.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors'' responsibility statement, it is hereby
confirmed:
a) That in the preparation of the annual accounts for the year ended
March 31, 2014, the applicable accounting standards have been followed
and no material departures have been made from the same.
b) That the Directors have selected such accounting polices 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 the year.
c) That 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.
d) That the Directors have prepared the annual accounts for the year
ended March 31, 2014, on a going concern basis.
12. CORPORATE GOVERNANCE
Corporate governance is a key to improving efficiency, transparency,
accountability and growth as well as enhancing investor''s confidence.
Your Company has adopted the Corporate Governance practices in all its
activities so as to conduct its affairs to ensure fairness to all
stakeholders. It is also a process of building positive relationship
and making a wider impact with greater commitment and trust, on all
with whom the Company has relationship. A report on Corporate
Governance together with a certificate received from M/s. Thar & Co.
Statutory Auditors of the Company confirming the compliance with the
provisions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement is given separately which forms part of this Report.
13. LISTING FEES
The equity shares of the Company are listed at the BSE and the NSE.
The Company has paid the applicable listing fees to the above stock
exchanges up to date. The Company''s shares are also traded in the
dematerialised segment for all investors compulsorily and the Company
had entered into agreements with the Central Depository Services
(India) Limited ("CDSL") and National Securities Depository Limited
("NSDL") for custodial services.
14. STATUTORY AUDITORS
M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the
Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment. Your Company has received
necessary certificate from Statutory Auditors to this effect and that
their reappointment, if made, will be in accordance with the provisions
of the Section 139, 141 and other applicable provisions of the
Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014 thereon.
As per the recommendation of the Audit Committee, the Board of
Directors proposes the reappointment of M/s. Thar & Co., Chartered
Accountants, as the Statutory Auditors of the Company for a term of two
financial years up to March 31, 2016, from the conclusion of the
ensuing AGM until conclusion of the twentieth AGM of the Company
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has adequate system of Internal Controls, to ensure that
all assets are safeguarded and protected against loss from unauthorised
use or disposal and commercial transactions are authorised, recorded
and reported correctly. Internal Control System of the Company has been
devised through its extensive experience that ensures control over
various functions in its business. The Internal Auditor directly
reports to the Board/ Audit Committee. The statutory audit of the
Company is conducted by M/s. Thar & Co. Chartered Accountants who
submit their reports to Board/ Audit Committee.The performance of the
Company is regularly reviewed by the Audit Committee and/or the Board
of Directors to ensure that it is in consonance with the overall
corporate policy and in line with pre-set objectives. To facilitate
improved efficiency in Business Operations, SAP Business ERP system is
being used for integrating all Business Functions of the Company from
Planning, Execution, Monitoring and Control of the Projects including
MIS of the Business Operations thereby enhancing the efficiency of the
Business Operations.
16. COST AUDITORS
In pursuance of Section 148 of the Companies Act, 2013 and Companies
(Audit and Auditors) Rules, 2014 thereon, your Directors have appointed
M/s. Ketki D. Visariya & Co., Cost Accountants, as the Cost Auditors to
conduct the Cost Audit for the financial year ending March 31, 2014.
17. INVESTORS'' RELATIONS AND GRIEVANCES
Investors'' relations have been cordial during the year. As a part of
compliance, the Company has formed Stakeholders Relationship Committee
to deal with the issues relating to investors. There were no investors''
grievances pending as on March 31, 2014. A confirmation to this effect
has been received from the Company''s Registrar and Share Transfer
Agent. The Company has separate Investor Relations department headed by
Mr. Hari Prakash Pandey designated as Vice President Finance and
Investor Relations.
18. PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green
Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for
correspondences by Corporates to its shareholders through electronic
mode. All the shareholders are requested to join the said program by
sending their preferred email addresses to the Registrar and Share
Transfer Agent.
19. CORPORATE SOCIAL RESPONSIBILITY
Your Company acknowledges and offers full support to Governments''
schemes for economically weaker sections. It endeavors to make a
constructive contribution to the underprivileged communities by
supporting socio-economic initiatives. It is the strong conviction that
benefit comes as much from its strong organizational pledge to
Corporate Governance, as from its pursuit and fulfillment of Corporate
Social Responsibility ("CSR").The details of the CSR activities
undertaken by the Company forms part of the Corporate Governance
Report. To this end, the Company has formed a Trust in the name of HDIL
Foundation.
20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 for the year ended March 31,
2014.
1. CONSERVATION OF ENERGY
Your Company is conscious about its responsibility to conserve energy,
power and other energy sources wherever possible. We emphasis towards a
safe and clean environment and continue to adhere to all regulatory
requirements and guidelines. The construction team under the able
guidance of expert engineers of the Company continuously strives and
devises various means to conserve energy and identify methods for
optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in
various phases like design, building and occupation by considering
various options and appropriate measures for energy conservation, use
of single glazing/double glazing, use of UPVC doors/windows, using BMS
systems etc.
2. RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development ("R&D") activity in
development of technology in the area of construction.
In today''s competitive market where it is obvious need to construct
with optimum cost, reduced schedule while maintaining highest standard
of quality, your Company is actively involved in R&D activities. Some
of them are: DOKA formwork
- Installation time is minimal as whole set (for each floor) can be
lifted using hydraulic equipments as a single unit.
ULMA formwork
- Comprises of aluminum components suitable for large areas and fast
erection.
- Very versatile, due to the possibility of changing beams direction
(in case design is not finalized).
- Excellent concrete finish. MIVAN formwork
- Most suitable for Indian conditions as a tailorÂmade aluminum
formwork for castÂinÂsitu fully concrete structure.
- Fast, easy erection, thus reducing requirement of highly skilled
labor.
All of the above can be repeated for several slab cycles unlike
conventional plywood shuttering and have longer shelf life.
Installation of safety apparatus for emergency evacuation purpose in an
unlikely event of hazard. Ingstrom Fire Escape Chutes
- Quick and easy to deploy, always ready to use.
- Users have the ability to control the speed of one''s own descent.
- Allows external means to control the speed of one''s descent to ground
level.
- Suitable for all ages and physical conditions of evacuees, including
physically impaired and unconscious people.
- Use of energy efficient CFL bulbs for internal and external lighting
purpose
- In comparison to incandescent lamps they save almost 50% energy.
- Glass coating process enables excellent lumen maintenance all
throughout its life span.
- RoHS (Restriction of Hazardous Substances Directive) compliant unit
design.
- Study, Analysis and use of various shuttering patterns for economy,
conservation of time and better quality of work.
- Substitution of Diaphragm wall with sheet piling as shoring options.
- Study, Analysis and use of composite structure in place of
conventional structure.
- Optimization of resources and their recycling for further use.
- Use of environment friendly materials and developing green building
concept.
- Analysis and study of trade off among various services for
optimization.
Emphasis is given on time, cost and quality and setting an efficient
trade-off among these three variables of Project management in R&D
efforts.
3. TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
21. PARTICULARS OF EMPLOYEES
Your Directors place on record their appreciation for the contribution
made by the employees of the Company at all levels. Relations between
employees and the management continued to be cordial during the year.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all the Members of the
Company, excluding the Statement of Particulars of Employees. Any
member interested in obtaining a copy of the said statement may write
to the Company Secretary of the Company.
22. ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees of the Company and
its group Companies at all levels and wish to convey their appreciation
to the Banks, Financial Institutions, Government Authorities, customers
and other business associates for the excellent assistance and
co-operation received and wish to place on record their gratitude to
the members for their trust, support and confidence.
For and on behalf of the Board of Directors
Place: Mumbai Rakesh Kumar Wadhawan
Date: May 23, 2014 Executive Chairman
Mar 31, 2013
Dear Members,
The Directors present the 17th Annual Report of your Company on the
affairs of the Company together with the "Management Discussion and
Analysis", "Corporate Governance Report", and "Audited Financial
Accounts" for the Financial Year ended 31st March, 2013.
1. FINANCIAL PERFORMANCE
(March In Lacs)
Particulars Standalone Consolidated
2012-13 2011-12 2012-13 2011-12
Gross sales and
other receipts 1,15,361.33 1,06,667.64 1,06,522.39 2,05,583.54
Profit before
finance cost,
depreciation,
amortisation
exceptional 1,18,268.31 1,00,184.55 1,31,290.98 1,55,685.65
items and taxation
Finance Cost 56,777.06 57,803.38 69,230.33 62,466.49
Depreciation
and
Amortisation 781.98 844.17 8,453.97 8,582.59
Operational
profit before
exceptional
items and tax 60,709.27 41,537.00 53,606.68 84,636.57
Less: Exceptional
items 44,198.45 44,198.45 782.34
Less: Provision
for Tax 1,972.83 2,841.32 2,051.70 2,904.30
Less: Minority
Interest (4.67) (2.53)
Add: Share of
profit/floss)
of Associates (28.99) 29.00
Profit for the
year 14,537.99 38,695.68 7,332.21 80,981.46
Balance brought
forward 3,804.35 46,402.46 (20,404.56) 30,889.73
Add: Other adjustments (22.50) 956.21 (17.11) 974.25
Profit available
for appropriation 18,319.84 86,054.35 (13,089.46)1,12,845.44
Less: Transferred
to General
Reserve
Less: Transferred
to Debentures
Redemption Reserve 14,472.90 82,250.00 14,472.90 1,33,250.00
Closing Balance 3,846.94 3,804.35 (27,562.36) (20,404.56)
Net Worth 10,18,176.19 10,660.70 10,38,271.84 10,30,967.24
2. PERFORMANCE REVIEW
The Turnover of the Company increased by 8.15% and stood at Rs.
1,15,361.33 lacs as against Rs. 1,06,667.64 lacs in the previous year.
The Company''s Profit from Operations for the year ended 31st March,
2013 increased by 46.16% to Rs. 60,709.27 lacs as against Rs. 41,537.00
lacs in the corresponding period in the previous year.
3. DIVIDEND
The results and financial position of the Company are set out on page
no. 29 of the financial statements. With a view to reduce the cost base
of the Company and conserve the resources so as to meet the fund
requirements for Company''s on-going projects and also its growth plans,
your Directors have not recommended any payment of dividend for the
year 2012-13.
4. MANAGEMENT''S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management''s Discussion
and Analysis, which forms part of this Report.
5. SUBSIDIARY COMPANIES
As at 31st March, 2013, your Company has following subsidiaries:
SR. NO. NAME OF THE SUBSIDIARIES
1 Blue Star Realtors Private Limited
2 BKC Developers Private Limited
3 Excel Arcade Private Limited
4 Guruashish Construction Private Limited
5 HDIL Entertainment Private Limited
6 HC Infracity Private Limited
7 Lashkaria Construction Private Limited
8 Mazda Estates Private Limited
9 Privilege Power and Infrastructure Private Limited
10 Ravijyot Finance and Leasing Private Limited
The Ministry of Corporate Affairs (MCA) vide its General Circular No.
3/2011 dated 21st February, 2011 read together with General circular
No. 2/2011 dated 8th February, 2011 issued modifying their circular No.
5/12/2007ÂCL-III has granted general exemption under Section 212(8) of
the Companies Act, 1956 to Companies from attaching the accounts of
their subsidiaries in their annual reports subject to fulfillment of
certain conditions prescribed. The Board of Directors of the Company
at its Meeting held on 29th May, 2013 in line with the circular of MCA
have passed the resolution granting the requisite approvals for not
attaching the Balance Sheet, statement of Profit and Loss, report of
the Board of Directors and Auditor''s report of each of the Subsidiary
Companies to the accounts of the Company for the year ended 31st March,
2013. The Company will make available these documents/details upon
request by any Member of the Company at its Registered Office. As
required by Accounting Standard-21 (AS-21) prescribed by the Companies
(Accounting standards) Rules, 2006, the Company''s consolidated
financial statements included in this Annual Report incorporate the
accounts of its subsidiaries. A summary of key financials of the
HDILSubsidiaries is included and shown separately in this Annual
Report.
6. DEBENTURES
During the year under review. Company has not issued any
Non-convertible Debentures. However, out of the total Non- convertible
debentures issued in the earlier years by the Company, there has been
redemption of Non-Convertible Debentures aggregating to Rs. 31,393.30
lacs.
7. SHARE CAPITAL
During the year under review, there has been no change in the issued,
subscribed and paid-up share capital of the Company. The Equity Shares
of your Company continue to be listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE).
8. DIRECTORS
At the 17th Annual General Meeting, Shri Raj Kumar Aggarwal, Shri Lalit
Mohan Mehta and Shri Sunil Behari Mathur retire by rotation and being
eligible, offerthemselves for re-appointment. The above
re-appointments form part of the Notice of the forthcoming 17th Annual
General Meeting and the respective resolutions are recommended for your
approval. Profile of the Directors retiring by rotation and proposed
to be re appointed as required under Clause 49 of the Listing
Agreement, is part of the explanatory statement to the Notice of the
17th Annual General Meeting.
9. RESERVES
As per requirement of the provisions of Section 117(c) of the Act, your
Company has transferred Rs. 14,472.90 lacs to Debenture Redemption
Reserve.
10. FIXED DEPOSITS
The Company has not accepted any deposits during the year under review
from the public within the meaning of Section 58Aofthe Companies Act,
1956.
11. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the provisions of
Section 217 (2AA) of the Companies Act, 1956, with respect to
Directors'' responsibility statement, it is hereby confirmed:
a) That in the preparation of the annual accounts for the year ended
31st March, 2013, the applicable accounting standards have been
followed and no material departures have been made from the same.
b) That the Directors have selected such accounting polices 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 the year.
c) That 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.
d) That the Directors have prepared the annual accounts for the year
ended 31st March, 2013 on a going concern basis.
12. CORPORATE GOVERNANCE
Corporate governance is a key to improving efficiency, transparency,
accountability and growth as well as enhancing investor''s confidence.
Your Company has adopted the Corporate Governance practices in all its
activities so as to conduct its affairs to ensure fairness to all
stakeholders. It is also a process of building positive relationship
and making a wider impact with greater commitment and trust, on all
with whom the Company has relationship.
A report on Corporate Governance together with a certificate received
from M/s. Thar & Co. Statutory Auditors of the Company confirming the
compliance with the provisions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is given separately which forms part
of this Report.
13. LISTING FEES
The equity shares of the Company are listed at the Bombay Stock
Exchange Limited (BSE) and the National Stock
Exchange of India Limited (NSE). The Company has paid the applicable
listing fees to the above stock exchanges up to date. The Company''s
shares are also traded in the dematerialised segment for all investors
compulsorily and the Company had entered into agreements with the
Central Depository Services (India) Limited (CDSL) and National
Securities Depository Limited (NSDL) for custodial services.
14. STATUTORY AUDITORS
M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the
Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Your Company has
received necessary certificate from Statutory Auditors to this effect
and that their re-appointment, if made, will be in accordance with the
provisions of the Section 224 (1B) of the Companies Act, 1956.
As per the recommendation of the Audit Committee, the Board of
Directors proposes the re-appointment of M/s. Thar & Co., Chartered
Accountants, as the Statutory Auditors of the Company. As regards the
Auditors observation with respect to delay in statutory dues and
payment of dues to banks and financial institutions, we refer to clause
No. 9(a)(b) of Annexure to indepedent Auditors'' Report on page no. 26
&27 of the attached report, the Company is in process of settling these
dues. As regards observations made by the Auditors regarding MIAL,
please refer to note on page no. 25 of the Annual report. The Company
will initiate appropriate action based on the advice of its legal
counsels.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has
adequate system of Internal Controls, to ensure that all assets are
safeguarded and protected against loss from unauthorised use or
disposal and commercial transactions are authorised, recorded and
reported correctly. Internal Control System of the Company has been
devised through its extensive experience that ensures control over
various functions in its business. The internal auditor directly
reports to the Board/Audit Committee. The statutory audit of the
Company is conducted by M/s. Thar & Co. Chartered Accountants who
submit their reports to Board/Audit Committee.The performance of the
Company is regularly reviewed by the Audit Committee and/or the Board
of Directors to ensure that it is in consonance with the overall
corporate policy and in line with pre-set objectives.
To facilitate improved efficiency in Business Operations, SAP Business
ERP system is being used for integrating all Business Functions of the
Company from Planning, Execution, Monitoring and Control of the
Projects including MIS of the Business Operations thereby enhancing the
efficiency of the Business Operations.
16. COST AUDITORS
In pursuance of Section 233-B of the Companies Act, 1956, your
Directors have appointed Messrs. Ketki D. Visariya & Co., Cost
Accountants, as the Cost Auditors to conduct the Cost Audit for the
financial year ending 31st March, 2013.
17. INVESTORS'' RELATION AND GRIEVANCES Investors'' relations have been
cordial during the year. As a part of compliance, the Company has
formed Investor Grievance and Share Transfer Committee to deal with the
issues relating to investors. There were no investors'' grievances
pending as on 31st March, 2013. A confirmation to this effect has been
received from the Company''s Registrar and Share Transfer Agent. The
Company has separate Investor Relations department headed by Mr. Hari
Prakash Pandey designated as Vice President Finance and Investor
Relations.
18. PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green
Initiative undertaken by the Ministry of Corporate Affairs (MCA) for
correspondences by Corporates to its shareholders through electronic
mode. All the shareholders are requested to join the said program by
sending their preferred email addresses to the Registrar and Share
Transfer Agent.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
Your Company acknowledges and offers full support to Governments''
schemes for economically weaker sections. It endeavors to make a
constructive contribution to the underprivileged communities by
supporting socio-economic initiatives. It is the strong conviction that
benefit comes as much from its strong organizational pledge to
Corporate Governance, as from its pursuit and fulfillment of Corporate
Social Responsibility. The details of the CSR activities undertaken by
the Company forms part of the Corporate Governance Report. To this
end, the Company has formed a Trust in the name of HDIL Foundation.
20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 217(1 )(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 for the year ended 31st March,
2013.
1. CONSERVATION OF ENERGY
Your Company is conscious about its responsibility to conserve energy,
power and other energy sources wherever possible. We emphasis towards a
safe and clean environment and continue to adhere to all regulatory
requirements and guidelines. The construction team under the able
guidance of expert engineers of the Company continuously strives and
devises various means to conserve energy and identify methods for
optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in
various phases like design, building and occupation by considering
various options and appropriate measures for energy conservation, use
of single glazing/ double glazing, use of UPVC doors/windows, using BMS
systems etc.
2. RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development (R & D) activity in
development of technology in the area of construction.
In today''s competitive market where it is obvious need to construct
with optimum cost, reduced schedule while maintaining highest standard
of quality, your Company is actively involved in R&D activities. Some
of them are: DOKA formwork
- Installation time is minimal as whole set (for each floor) can be
lifted using hydraulic equipments as a single unit.
ULMA formwork
- Comprises of aluminum components suitable for large areas and fast
erection.
- Very versatile, due to the possibility of changing beams direction
(in case design is not finalized).
- Excellent concrete finish. MIVAN formwork
- Most suitable for Indian conditions as a tailor-made aluminum form
work for cast-in-situ fully concrete structure.
- Fast, easy erection, thus reducing requirement of highly skilled
labor.
All of the above can be repeated for several slab cycles unlike
conventional plywood shuttering and have longer shelf life.
Installation of safety apparatus for emergency evacuation purpose in an
unlikely event of hazard.
Ingstrom Fire Escape Chutes
- Quick and easy to deploy, always ready to use.
- Users have the ability to control the speed of one''s own descent.
- Allows external means to control the speed of one''s descent to ground
level.
- Suitable for all ages and physical conditions of evacuees, including
physically impaired and unconscious people.
Use of energy efficient CFL bulbs for internal and external lighting
purpose.
- In comparison to incandescent lamps they save almost 50% energy.
- Glass coating process enables excellent lumen maintenance all
throughout its life span.
- RoHS (Restriction of Hazardous Substances Directive) compliant unit
design.
Study, Analysis and use of various shuttering patterns for economy,
conservation of time and better quality of work.
Substitution of Diaphragm wall with sheet piling as shoring options.
Study, Analysis and use of composite structure in place of conventional
structure.
Optimization of resources and their recycling for further use.
Use of environment friendly materials and developing green building
concept.
Analysis and study of trade off among various services for
optimization.
Emphasis is given on time, cost and quality and setting an efficient
trade-off among these three variables of Project management in R & D
efforts.
3. TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs.in Lacs)
Year 2012-13 2011-12
Foreign exchange earnings
Foreign exchange outgo 29.63 50.33
21. PARTICULARS OF EMPLOYEES
Your Directors place on record their appreciation for the contribution
made by the employees of the Company at all levels. Relations between
employees and the management continued to be cordial during the year.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this
Report and Accounts are being sent to all the Members of the Company,
excluding the Statement of Particulars of Employees. Any member
interested in obtaining a copy of the said statement may write to the
Company Secretary of the Company.
22. ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees of the Company and
its Group Companies at all levels and wish to convey their appreciation
to the Banks, Financial Institutions, Government Authorities, customers
and other business associates for the excellent assistance and
co-operation received and wish to place on record their gratitude to
the members for their trust, support and confidence.
For and on behalf of the Board of Directors
Place: Mumbai Rakesh Kumar Wadhawan
Date: 29th May, 2013 Executive Chairman
Mar 31, 2012
The Directors are pleased to present the 16th Annual Report of your
Company on the business and operations of the Company together with the
"Management Discussion and Analysis", "Corporate Governance
Report", and "Audited Financial Accounts" for the Financial Year (FY)
ended 31st March, 2012.
1. FINANCIAL PERFORMANCE
(Rs in Lacs)
Particulars Standalone Consolidated
2011-12 2010-11 2011-12 2010-11
Gross sales and other
receipts 1,06,667.64 1,92,275.96 2,05,765.86 1,89,659.52
Profit before finance
cost, depreciation,
amortisation 1,00,214.49 1,64,260.93 1,55,713.25 1,69,390.45
exceptional items
and taxation
Finance Cost 57,833.31 57,690.31 62,494.09 62,426.21
Depreciation and
Amortisation 844.18 724.92 8,582.59 8,375.64
Operational
profit before
exceptional
items and tax 41,537.00 1,05,845.70 84,636.57 98,588.60
Less: Exceptional
items - 449.57 782.34 449.57
Less: Provision
for Tax 2,841.32 15,754.62 2,904.30 15,904.62
Less: Minority
Interest - - (2.53) 56.69
Add: Share of
profit/(loss) of
Associates - - 29.00 (2.06)
Profit for the year 38,695.68 89,641.51 80,981.46 82,175.66
Balance brought
forward 46,402.46 58,292.41 30,889.73 50,289.29
Add: Other adjustments 956.21 94.96 974.25 51.19
Profit available
for appropriation 86,054.35 1,48,028.88 1,12,845.44 1,32,516.14
Less: Transferred
to General Reserve - 58,292.41 - 58,292.41
Less: Transferred
to Debentures
Redemption Reserve 82,250.00 43,334.00 1,33,250.00 43,334.00
Closing Balance 3,804.35 46,402.47 (20,404.56) 30,889.73
Net Worth 10,03,660.70 9,63,708.85 10,30,967.24 9,48,703.66
2. PERFORMANCE REVIEW
The Turnover of the Company decreased by 44.52% and stood at Rs
106,667.64 lacs as against Rs 192,275.96 Lacs in the previous year. The
Company's Profit from Operations for the year ended 31st March, 2012
decreased by 60.76 % to Rs 41,537.00 lacs as against Rs 105,845.70 lacs
in the corresponding period of the previous year. During the year,
Company's standalone net debt has been reduced by almost Rs 45,456.32
lacs, currently standing at Rs 374,083.11 lacs (10.83% lower than the
previous year). Company has launched residential projects admeasuring
8,50,680 sq. ft.
3. DIVIDEND
With a view to conserve the resources and to meet the fund requirements
for Company's on-going projects and also its growth plans, your
Directors have not recommended any payment of dividend for the year
2011-12.
4. MANAGEMENT'S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management's Discussion
and Analysis, which forms part of this Report.
5. SUBSIDIARY COMPANIES
As at 31st March, 2012, your Company has following subsidiaries:
Sr.
No Name of the Subsidiaries
1 Blue Star Realtors Private Limited
2 BKC Developers Private Limited
3 Excel Arcade Private Limited
4 Guruashish Construction Private Limited
5 HDIL Entertainment Private Limited
6 Lashkaria Construction Private Limited
7 HDIL Commercial Properties Private Limited (up to 30.06.2011)
8 Mazda Estates Private Limited
9 Privilege Power and Infrastructure Private Limited
10 Ravijyot Finance and Leasing Private Limited
11 HC Infracity Private Limited (with effect from 30.11.11)
Review of Operations and future plans of some of the Subsidiary
Companies:
1. Blue Star Realtors Private Limited: The Company has received
notification for IT-SEZ in Kochi. The Company proposes to monetize the
same through strategic Joint Venture (JV) and Private Equity
Investment.
2. Guruashish Construction Private Limited: The Company has a large
Residential and Commercial project at Siddhartha Nagar at Goregaon
Mumbai for 1,65,800 sq. mtr. of construction valued at Rs 48500.00
lacs.
3. HDIL Entertainment Private Limited: The Company proposes to spread
its presence by opening of 3 screens in at a Multiplex Delhi, 2 screens
in Multiplex at Baramati Near Pune, add 2 screens in a Multiplex at
Mumbai and add
5 more screens in a Multiplex at Kolkata in the year 2012-13. The
Company intends to reach its target of 100 screens all over India by
the year 2014.
4. Privilege Power and Infrastructure Private Limited: The
Company is holding large land bank in Vasai and Virar belt having huge
growth potential and proposes to monetize this very soon.
5. HC Infracity Private Limited: The Company is engaged in to Real
estate development and has been allotted land in Yamuna expressway
project in Delhi.
The Ministry of Corporate Affairs (MCA) vide its General Circular No.
3/2011 dated 21st February, 2011 read together with General circular
No. 2/2011 dated 8th February, 2011 issued modifying their circular No.
5/12/2007ÃCL-III has granted general exemption under Section 212(8)
of the Companies Act, 1956 to Companies from attaching the accounts of
their subsidiaries in their annual reports subject to fulfillment of
certain conditions prescribed. The Board of Directors of the Company at
its Meeting held on 30th May, 2012 in line with the circular of MCA
have passed the necessary resolution granting the requisite approvals
for not attaching the Balance Sheet, statement of Profit & Loss
Account, report of the Board of Directors and report of the auditors of
each of the Subsidiary Companies to the accounts of the Company for the
fiscal year 2011-12. The Company will make available these
documents/details upon request by any Member of the Company at its
Registered Office. As required by Accounting Standard-21 (AS-21)
prescribed by the Companies (Accounting standards) Rules, 2006, the
Company's consolidated financial statements included in this Annual
Report incorporate the accounts of its subsidiaries. A summary of key
financials of the HDIL Subsidiaries is also included in this Annual
Report.
6. DEBENTURES
During the year under review, the Company has issued on private
placement basis Secured Non-Convertible Redeemable Debentures of Rs 10
lacs each aggregating to Rs 9,250.00 lacs to various financial
institutions/banks. Out of total Debentures issued, debentures
amounting to Rs 166,750.00 lacs are listed on Bombay Stock Exchange
Limited (BSE).The Debentures were given "A" rating by CARE.
An amount of Rs 82,250.00 lacs have been transferred to Debenture
Redemption Reserve.
7. SHARE CAPITAL
Pursuant to the approval of the shareholders, the Company had on 9th
September, 2010 issued and allotted 2,60,00,000 Share Warrants to Mr.
Sarang Wadhawan Promoter of the Company on preferential basis. Out of
the said warrants your Company has converted 40,00,000 warrants into
equity shares of Rs 10/- each at a premium of Rs 265/- per equity share
as on 31st March 2012. Subsequent to the issue of Equity Shares, the
paid up Share Capital of the Company has been increased from Rs
41,500.40 lacs to Rs 41,900.40 lacs. The said 40,00,000 Equity Shares
are listed on the Bombay Stock Exchange Limited (BSE) and National
Stock Exchange of India Limited (NSE).
As per regulation 75 of the Securities and Exchange Board of India
(Issue of Capital And Disclosure requirements) Regulations, 2009
amended upto 30/01/2012, the Warrants so issued needs to be fully
subscribed and converted within 18 months from the date of warrants so
issued. As on 31st March, 2012, outstanding 2,20,00,000 share warrants
were not converted in to equity shares until the expiry of the 18
months period ending on 8th March, 2012 and accordingly the money lying
with the Company against the outstanding warrants has been forfeited.
The Equity Shares of your Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India
Limited (NSE).
8. DIRECTORS
At the 16th Annual General Meeting, Shri Waryam Singh, Shri Ashok Kumar
Gupta and Shri Satya Pal Talwar retire by rotation and being eligible,
offer themselves for re-appointment. The above re-appointments form
part of the Notice of the forthcoming 16th Annual General Meeting and
the respective resolutions are recommended for your approval.
Profile of the Directors retiring by rotation and proposed to be re
appointed as required under Clause 49 of the Listing Agreement, is part
of the explanatory statement to the Notice of the 16th Annual General
Meeting.
During the period under review, the composition of the Board underwent
the following change:
Shri Surinder Kumar Soni has resigned from the directorship of the
Company w.e.f. 15th November, 2011 due to his health related issues.
The Board would like to place on record it's appreciation towards the
contribution and guidance received from him during his tenure.
9. RESERVES
Your Company has transferred Rs 82,250.00 lacs to Debenture Redemption
Reserve.
10. FIXED DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956, during the year
under review.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' responsibility statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts for the year ended
31st March, 2012, the applicable accounting standards have been
followed and no material departures have been made from the same.
b) That the Directors have selected such accounting polices and applied
them consistently and made judgements 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 the year.
c) That 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.
d) That the Directors have prepared the annual accounts for the year
ended 31st March, 2012 on a going concern basis.
12. CORPORATE GOVERNANCE
Your Company acknowledges its responsibilities to its Stakeholders and
believes that Corporate Governance helps to achieve commitment and
goals to enhance stakeholder value by focusing towards all
stakeholders. Your Company maintains highest levels of transparency,
accountability and good management practices through the adoption and
monitoring of corporate strategies, goals and procedures to comply with
its legal and ethical responsibilities. Your Company is committed to
meeting the aspirations of all our stakeholders.
The Company is fully committed to and continues to follow procedures
and practices in conformity with the Code of Corporate Governance
enshrined in the Clause 49 VI of the Listing Agreement. A detailed
report on Corporate Governance forms part of this Report. The Auditors'
Certificate on compliance with Corporate Governance requirements by the
Company is attached to the Corporate Governance Report.
13. SECRETARIAL AUDIT
As per SEBI requirement, Secretarial Audit is being carried out at
specific periodicity by a practicing Company Secretary. The findings of
the audit have been satisfactory.
14. LISTING FEES
The equity shares of the Company are listed at the Bombay Stock
Exchange Limited (BSE) and the National Stock Exchange of India Limited
(NSE). The Company has paid the applicable listing fees to the above
stock exchanges up to date. The Company's shares are also traded in the
dematerialised segment for all investors compulsorily and the Company
had entered into agreements with the Central Depository Services
(India) Limited (CDSL) and National Securities Depository Limited
(NSDL) for custodial services.
15. STATUTORY AUDITORS
M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the
Company retires at the ensuing Annual General Meeting and offers
themselves for re-appointment. A Certificate from them has been
received to the effect that their re-appointment as Statutory Auditors
of the Company, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956.
With respect to the Auditors observation regarding the payment of
statutory dues mentioned in their report, the Company has made payment
of such dues subsequently.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The management continuously reviews the internal control systems and
procedures for the efficient conduct of the Company's business. The
Company adheres to the prescribed guidelines with respect to the
transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. The Internal Auditor of the
Company conducts the audit on regular basis and the Audit Committee
actively reviews internal audit reports and effectiveness of internal
control systems.
Internal Control Systems are implemented to safeguard the Company's
assets from loss or damage, to keep constant check on the cost
structure, to prevent revenue leakages, to provide adequate financial
and accounting controls and implement accounting standards.
To facilitate improved efficiency in Business Operations, SAP Business
ERP system is being used for integrating all Business Functions of the
Company from Planning, Execution, Monitoring and Control of the
Projects including MIS of the Business Operations thereby enhancing the
efficiency of the Business Operations. As mandated by the Central
Government the Company is taking necessary steps to comply with the
requirement of maintaining cost account record.
17. INVESTORS' RELATION AND GRIEVANCES
Investors' relations have been cordial during the year. As a part of
compliance, the Company has formed Investor Grievance and Share
Transfer Committee to deal with the issues relating to investors. There
were no investors' grievances pending as on 31st March, 2012. A
confirmation to this effect has been received from the Company's
Registrar and Share Transfer Agent.
18. PARTICIPATION IN THE GREEN INITIATIVE
Your Company continues to wholeheartedly participate in the Green
Initiative undertaken by the Ministry of Corporate Affairs (MCA) for
correspondences by Corporates to its shareholders through electronic
mode. All the shareholders are requested to join the said program by
sending their preferred e-mail addresses to the Registrar and Share
Transfer Agent.
19. CSR ACTIVITIES
The details of the CSR activities undertaken by the Company forms part
of the Corporate Governance Report.
20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in terms of Section 217(1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, for the year ended 31st March 2012.
1. CONSERVATION OF ENERGY
Your Company is conscious about its responsibility to conserve energy,
power and other energy sources wherever possible. We emphasis towards a
safe and clean environment and continue to adhere to all regulatory
requirements and guidelines. The construction team under the able
guidance of expert engineers of the Company continuously strives and
devises various means to conserve energy and identify methods for
optimum use of energy.
Initiatives are taken for energy efficiency systems for Buildings in
various phases like design, building and occupation by considering
various options and appropriate measures for energy conservation, use
of single glazing/ double glazing, use of UPVC doors/windows, using BMS
systems etc.
2. RESEARCH AND DEVELOPMENT
The Company has undertaken Research and Development (R&D) activity in
development of technology in the area of construction.
In today's competitive market where it is obvious need to construct
with optimum cost, reduced schedule while maintaining highest standard
of quality, our Company is actively involved in R&D activities. Some of
them are;
- Substitution of Diaphragm wall with sheet piling as shoring options.
- Study, Analysis and use of composite structure in place of
conventional structure.
- Study, Analysis and use of various shuttering patterns for economy
and conservation time.
- Optimisation of resources and their recycling for further use.
- Use of environment friendly materials and developing green building
concept.
- analysis and study of trade off among various services for
optimisation.
Emphasis is given on time, cost and quality and setting an efficient
trade off among these three variables of Project management in R&D
efforts.
3. TECHNOLOGICAL ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs in Lacs)
Year 2011-12 2010-11
Foreign exchange earnings - -
Foreign exchange outgo 50.31 268.75
21. PARTICULARS OF EMPLOYEES
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels.
Relations between employees and the management continued to be cordial
during the year.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all the Members of the
Company, excluding the Statement of Particulars of Employees. Any
member interested in obtaining a copy of the said statement may write
to the Company Secretary of the Company.
22. ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees of the Company and
its subsidiaries at all levels and wish to convey their appreciation to
the Banks, Financial Institutions, Government Authorities, customers
and other business associates for the excellent assistance and
co-operation received and wish to place on record their gratitude to
the members for their trust, support and confidence.
For and on behalf of the Board of Directors
Place: Mumbai Rakesh Kumar Wadhawan
Date: 30th May, 2012 Executive Chairman
Mar 31, 2011
The Directors are pleased to present the 15th Annual Report on the
business and operations of the Company together with the audited
accounts for the financial year ended 31st March, 2011.
1. FINANCIAL PERFORMANCE
(Rs. In Lacs)
Particulars 2010-11 2009-10
Gross sales and other receipts 1,92,276 1,59,958
Profit before interest, depreciation, 1,64,374 1,25,680
amortisation and taxation
Interest 57,796 51,642
Depreciation and Amortisation 725 510
Operational profit before tax 1,05,853 73,528
Less: Exceptional items 450 -
Less: Provision for Tax and other 15,667 13,862
adjustments
Profit afiter taxation and 89,736 59,666
other adjustments
Balance brought forward 58,292 60,542
Profit available for appropriation 1,48,028 1,20,208
Less: Transferred to General Reserve 58,292 -
Less: Debentures Redemption Reserve 43,334 61,916
Profit carried to Balance Sheet 46,402 58,292
Net Worth 9,63,709 7,11,774
2. OPERATIONS
The Turnover of the Company increased by 20.20% and stood at Rs. 1,92,276
lacs as against Rs. 1,59,958 Lacs in the previous year. The Companys
Profit from Operations for the year ended 31st March, 2011 increased by
43.35 % to Rs. 1,05,403 lacs as against Rs. 73,528 lacs in the
corresponding period of the previous year. Company launched
Residential as well as Commercial projects admeasuring 57,40,218 sq.
fit. of saleable area. Details of Projects forms part of the
Managements Discussion and Analysis forming part of the report
appearing separately in the annual report.
During the year under review there was accidental fire on 18th
November, 2010 at the office premises due to this, the equipments,
computer systems, statutory records, registers, correspondence and
drawing plans were extensively damaged. Exceptional loss of Rs. 450 lacs
represents net write off to Profit and Loss Account on account of
accidental fire. There was no casualty in the said mishap.
3. DIVIDEND
With a view to control Inflationary trend, Government/RBI has
implemented such policy that restricts the investments in the real
estate sector, thereby, affecting availability of liquidity in the
business. Given the circumstances, Board deems it fit not to recommend
payment of any Dividend for the year and conserve resources.
4. MANAGEMENTS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Managements Discussion
and Analysis, which forms part of this Report as Annexure II.
5. SUBSIDIARY COMPANIES
As at 31st March, 2011, Your Company had 10 subsidiaries as listed
below:
1. Blue Star Realtors Private Limited;
2. BKC Developers Private Limited;
3. Excel Arcade Private Limited;
4. Guruashish Construction Private Limited;
5. HDIL Commercial Properties Private Limited (formerly known as HDIL
Leisure Pvt. Ltd.)
6. HDIL Entertainment Private Limited;
7. Lashkaria Construction Private Limited; (w.e.f. 12th October, 2010)
8. Mazda Estates Private Limited;
9. Privilege Power and Infrastructure Private Limited and
10. Ravijyot Finance and Leasing Private Limited
All the above companies are non-material, non-listed subsidiary
companies as defined under Clause 49 of the Listing Agreements entered
into with the stock exchanges.
The Ministry of Corporate Affairs (MCA) vide its Circular No.
5/12/2007 Ã CL-III dated 8th February, 2011 has granted general
exemption under Section 212(8) of the Companies Act, 1956 to companies
from attaching the accounts of their subsidiaries in their annual
reports subject to fulfillment of certain conditions prescribed. The
Board of Directors of the Company at its Meeting held on 27th May, 2011
noted the provisions of the circular of MCA and passed the necessary
resolution granting the requisite approvals for not attaching the
Balance Sheet, Profit and Loss Account, report of the board of
directors and report of the auditors of each of the subsidiary
companies to the accounts of the Company for fiscal 2011. The Company
will make available these documents/details upon request by any Member
of the Company at its Registered Office and also at the registered
offices of the concerned subsidiaries. As required by Accounting
StandardÃ21 (AS Ã 21) issued by the Institute of Chartered Accountants
of India, the Companys consolidated financial statements included in
this Annual Report incorporate the accounts of its subsidiaries. A
summary of key financials of the HDIL Subsidiaries is also included in
this Annual Report.
6. DEBENTURES
During the year under review, the Company has issued on private
placement basis Secured Non-Convertible Redeemable Debentures of Rs. 10
lacs each aggregating to Rs. 35,000 lacs to various financial
institutions/banks. Debentures amounting to Rs. 157,500 lacs out of total
Debentures aggregating to Rs. 1,66,750 lacs are listed at Bombay Stock
Exchange Limited (BSE). During the year, Non-Convertible Redeemable
Debentures aggregating to Rs. 28,820 lacs have been redeemed. The
Companys debt has been rated by CARE with "A+" rating.
An amount of Rs. 43,334 lacs has been transferred to Debenture Redemption
Reserve.
7. SHARE CAPITAL
During the year 2010-2011, your Companys issued, subscribed and paid
up share capital has increased in the following manner:
1. On 29th July, 2010, Company has allotted 50,00,000 equity shares of
Rs. 10/- each at a premium of Rs. 230/- per equity share from the balance
50,00,000 warrants issued to Mr. Rakesh Kumar Wadhawan, Promoter of the
Company on preferential basis as per SEBI (ICDR) Regulations, 2009.
Subsequent to the issue of Equity Shares to Mr. Rakesh Kumar Wadhawan,
the paid up Share Capital of the Company has been increased from Rs.
36,684.26 lacs to Rs. 37,184.26 lacs.
2. On 17th September, 2010, Company has allotted 43,161,310 equity
shares of Rs. 10/- each at a premium of Rs. 258.18/- per equity share
aggregating to Rs. 1,15,750 lacs to Qualified Institutional Buyers.
Subsequent to the issue of Equity Shares to the Qualified Institutional
Buyers, the paid up Share Capital of the Company has been increased
from Rs. 37,184.26 lacs to Rs. 41,500.40 lacs.
Pursuant to the approval of shareholders in the 14th Annual General
Meeting for issue of Convertible Warrants to Mr. Sarang Wadhawan, your
Company have allotted 2,60,00,000 Convertible Warrants of Rs. 10/- each
at a premium of Rs. 265/- per Warrant to Mr. Sarang Wadhawan, Promoter of
the Company. Company has received the subscription amount as prescribed
under SEBI (ICDR), Regulations, 2009 from Mr. Sarang Wadhawan.
The Paid-up Share Capital of your Company as on 31st March, 2011 was Rs.
41,500.40 lacs comprising of 41,50,03,986 Equity Shares of Rs. 10/- each.
The Equity Shares of your Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India
Limited (NSE).
8. DIRECTORS
Mr. Sarang Wadhawan has been re-appointed as a Managing Director of the
Company for the period of five years with effect from 1st April,
2011.The terms and conditions of his re-appointment, including his
remuneration, are subject to approval of the Members.
At the 15th Annual General Meeting, Mr. Lalit Mohan Mehta, Mr. Shyam
Sunder Dawra and Mr. Sunil Behari Mathur retire by rotation and being
eligible, offer themselves for re-appointment.
The above re-appointments form part of the Notice of the forthcoming
15th Annual General Meeting and the respective resolutions are
recommended for your approval.
Profile of the Directors, as required under Clause 49 of the Listing
Agreement, is part of the explanatory statement to the Notice of the
15th Annual General Meeting.
9. GROUP
The names of the Promoters and entities comprising the group are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 as Annexure
IV.
10. RESERVES
Your Company has transferred Rs. 43,334 lacs to Debenture Redemption
Reserve and Rs. 58,292 lacs to General Reserve. With this addition, the
total General Reserves of the Company stood at Rs. 3,27,662 lacs.
During the year, due to issue of equity shares by way of QIP/ allotment
of warrants there has been addition of Rs. 1,38,462 lacs to Securities
Premium Account.
11. CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the cash flow statement for the year ended
31st March, 2011 is annexed hereto.
12. FIXED DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956, during the year
under review.
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts for the year ended
31st March, 2011, the applicable accounting standards have been
followed and no material departures have been made from the same.
b) That the Directors have selected such accounting polices 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 the year.
c) That 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.
d) That the Directors have prepared the annual accounts for the year
ended 31st March, 2011 on a going concern basis.
14. CORPORATE GOVERNANCE
We adhere to the principles of Corporate Governance mandated by the
Securities and Exchange Board of India and have implemented all the
prescribed stipulations. As required by Clause 49 VI of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report as Annexure III. The Auditors Certificate on compliance with
Corporate Governance requirements by the Company is attached to the
Corporate Governance Report.
The Board of Directors has perused the Corporate Governance Voluntary
Guidelines 2009 issued by the Ministry of Corporate Affairs and have
already adopted most of the recommendations of the guidelines and
recognises the importance of continuous assessment of governance
practices to create long-term value for the stakeholders. The board
would consider adopting the remaining provisions of the said guidelines
as and when deemed appropriate.
15. SECRETARIAL AUDIT
As per SEBI requirement, Secretarial Audit is being carried out at
specific periodicity by a practicing Company Secretary. The findings of
the audit have been satisfactory.
16. LISTING FEES
The equity shares of the Company are listed at the Bombay Stock
Exchange Limited (BSE) and the National Stock Exchange of India Limited
(NSE). The Company has paid the applicable listing fees to the above
stock exchanges up to date. The Companys shares are also traded in the
dematerialised segment for all investors compulsorily and the Company
had entered into agreements with the Central Depository Services
(India) Limited (CDSL) and National Securities Depository Limited
(NSDL) for custodial services.
17. AUDITORS
M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the
Company retires at the ensuing Annual General Meeting and offers
themselves for re-appointment. A Certificate from them has been
received to the effect that their re-appointment as Statutory Auditors
of the Company, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The management continuously reviews the internal control systems and
procedures for the efficient conduct of the Companys business. The
Company adheres to the prescribed guidelines with respect to the
transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. The Internal Auditor of the
Company conducts the audit on regular basis and the Audit Committee
actively reviews internal audit reports and effectiveness of internal
control systems.
Internal Control Systems are implemented to safeguard the Companys
assets from loss or damage, to keep constant check on the cost
structure, to prevent revenue leakages, to provide adequate financial
and accounting controls and implement accounting standards.
19. INVESTORS RELATION AND GRIEVANCES
Investors relations have been cordial during the year. As a part of
compliance, the Company has formed Investor Grievance and Share
Transfer Committee to deal with the issues relating to investors. There
were no investors grievances pending as on 31st March, 2011. A
confirmation to this effect has been received from the Companys
Registrar and Share Transfer Agent.
Green Initiative
Recently Ministry of Corporate Affairs (MCA) has initiated
correspondences by Corporates to shareholder through electronic mode;
the Company has decided to participate wholeheartedly in the said
initiative. All the shareholders are requested to join the said program
by sending their preferred e-mail addresses to the Registrar and Share
Transfer Agent.
20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in terms of Section 217(1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, are set out in the Annexure I to this
report.
21. PARTICULARS OF EMPLOYEES
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels.
Relations between employees and the management continued to be cordial
during the year.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all the Members of the
Company, excluding the Statement of Particulars of Employees. Any
member interested in obtaining a copy of the said statement may write
to the Company Secretary of the Company.
22. ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees of the Company and
its subsidiaries at all levels and wish to convey their appreciation to
the Banks, Financial Institutions, Government Authorities, customers
and other business associates for the excellent assistance and
co-operation received and wish to place on record their gratitude to
the members for their trust, support and confidence.
For and on behalf of the Board of Directors
Date: 27th May, 2011 Rakesh Kumar Wadhawan
Place: Mumbai Executive Chairman
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