DIRECTORS' REPORT The Directors take pleasure in presenting the Thirty Forth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2016. 2. DIVIDEND Considering the Company's performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Rs. 1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2016. The total dividend outgo including tax thereon will be Rs. 114.02 Lacs (Previous Year Rs. 113.67 Lacs.) 3. TRANSFER TO RESERVES Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to transfer Rs. 5.00 Crore to the general reserve. 4. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2016 was Rs. 6,31,54,000 (face value Rs. 10 each). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. 5. FINANCE Cash and cash equivalent as at 31st March 2016, was Rs.253.34 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. 6. DEPOSITS The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 8. PERFORMANCE DURING THE YEAR The Company has performed reasonable well, in the last Financial year, in the context of the un-precedented regulatory challenges, the state of the Indian economy and the real estate sector in particular. The Company was unable to launch new projects due to regulatory issues, beyond our control, which affected the launch of several new projects - these projects are now expected to be launched in Q3 and Q4 of 2016-2017. The Maharashtra Government was expected to finalise the DCR for 2034 in March 2015 but this was delayed and is expected to be completed by October 2016. There was a PIL against the KDMC which halted all projects in the KDMC for a year and has only recently been lifted. The Company had 2 major projects under construction and delivery over the last year - Poddar Samuddhi Evergreens, Badlapur and Poddar Navjeevan, Atgaon (Shahapur). We delivered 98% of Phase 3 (718 out of 744) apartments of the Poddar Samruddhi Evergreens project and 83% of Phase 1 (470 out of 585 apartments) of the Poddar Navjeevan, Atgaon project. The Company has completed projects with a Saleable Area of approximately 1.63 million Sq.ft., comprising of a total of 3,757 units, including 3,582 residential units and 175 retail (kirana) shops located within the integrated projects, in the last 4 years. New deal flow was robust with the Company has acquired an additional approx 18 acres of land for the affordable housing segment, situated at Village Mharal, Taluka Kalyan, District Thane, Maharashtra. The Company has also entered in to a Joint Venture Agreement with Satre Infrastructure Private Limited to develop a new SRA Housing Project at Chembur, Taluka Kurla, Mumbai. The Company achieved a Consolidated Turnover and Other Income of Rs. 154.53 Crores as against Rs. 118.78 Crores during the previous year. The Company has earned Consolidated Net Profit of Rs. 16.65 Crores for the year ended after providing depreciation and Tax as against a profit of Rs. 21.65 Crores during the previous year. The Company is debt free, without any long term or short term borrowings including working capital for construction. 9. CORPORATE SOCIAL RESPONSIBILITY As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene. During the year the Company takes CSR initiative which is mainly focused on promoting education. In this connection the Company during the year under consideration made donations of Rs.38.35 Lacs. A detailed list of the contributions made is Annexed herewith as "Annexure A". 10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The policy is available on the Company Website at: <http://www>. poddardevelopers.com_Risk Management Policy 11. WHISTLE BLOWER POLICY The Company Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company at : <http://www>. poddardevelopers.com_Whistle Blower Policy. 12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16 - No of complaints received: NIL - No of complaints disposed off: NIL 13. SUBSIDIARY COMPANY The Company has two subsidiaries and a Joint Venture Company viz. as follows: Subsidiaries: 1. Poddar Habitat Private Limited 2. Poddar Housing, FZC Joint Venture: 3. Viva Poddar Housing Private Limited There was no activity in Company's Indian subsidiary except Poddar Habitat Private Limited during the year under consideration. The salient financial statements of the subsidiaries are given herein below: Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary Companies is given herein below: The audited financial statements, the Auditors Report thereon and the Board's Report for the year ended 31st March, 2016 for each of the Company's subsidiaries are available on the Company website: www.poddarhousing.com The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same. Poddar Natural Resources and Ores Limited, Poddar Infrastructure Private Limited and Poddar Leisure Infrastructure Private Limited have ceased to be a Subsidiary company of Poddar Housing and Development Limited w.e.f. 24th September 2015 during the year under consideration. Other then above no Company has become or ceased to be a Subsidiary, Joint Venture or Associate company of Poddar Housing and Development Limited during the year under consideration. 14. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. 15. DIRECTORS In terms of provisions of the Section 152(6) of the Companies Act, 2013, Dilip J. Thakkar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. The profile of director seeking reappointment pursuant to Regulation 36 of the (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges is included in the annual report. Other than this No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year 4 Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given the Report on Corporate Governance 16. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 17. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company. 2. The percentage increase in the remuneration of Chief Financial Office and Company Secretary, Key Managerial Persons (KMP) in the financial year was 12.50%. 3. The percentage increase in the median remuneration of employees in the financial year: 12.50%. 4. Average percentage increase in salaries of non-managerial employees was 11.50% as compared to average percentage increase in managerial remuneration which was 12.2%. 5. Number of Permanent employees on the rolls of the company as on March 31, 2016: 136 Nos. 6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration 7. There has been no increase in the remuneration paid to the Executive Director as well as the sitting fees paid to the Independent Directors and Non executive Director. During the year there has been an increase in Sales by 32.06% and increase by 25.66% in PAT. Taking into consideration the above increase as well as performance of individual employees, the average increase in remuneration for the year is 11.50%. 8. Comparison of remuneration of the Key Managerial Personnel against the performance of the Company": i) Change in sales of the Company : 32.06% increase ii) Change in the PAT of the Company: 25.66% decrease iii) Change in the remuneration of Key Managerial Persons (KMP) 12.2% 9. Variation in Market capitalization 2015 : Rs. 908.15 cr 2016 : Rs. 716.79 cr Price earning Ratio as on 31st March 2016: 24.95 Price earning Ratio as on 31st March 2015: 39.16 18. DIRECTORS RESPONSIBILITY To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: I. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; II. that they 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 at the end of the financial year and of the profits of the Company for that year; III. that proper and sufficient care has been taken 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; IV. that the annual accounts have been prepared on a 'going concern' basis. V. that the company has laid down internal financial controls and such internal financial controls are adequate and operating effectively VI. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 19. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at: <http://www.poddardevelopers.com_Related> Party Transaction Policy. The particulars as required under the Companies Act, 2013 is furnished in "Annexure B" to this report. 20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 21. STATUTORY AUDITORS The Members at the Thirty Third Annual General Meeting approved the appointment M/s. R. S. Shah & Company, Chartered Accountants, Mumbai as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of 1 years till the conclusion of the Thirty Fifth Annual General Meeting to be held in 2017. M/s. R. S. Shah & Company has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Auditors for the FY 2016-2017. There is no Qualifications made by the Auditor in their Report, as emphasis of the Auditor in their Report are self explanatory and require no separate comments. 22. COST AUDITORS In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company wasrequired to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICAI). For FY 2016-2017, the Company propose to appoint M/s Nayana Premji Savala, Cost Auditors (Firm Registration No. 100214) for the audit of the cost records. They would be required to submit the reports by 29th September, 2017. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's approval for the ratification of remuneration payable to M/s Nayana Premji Savala, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting. 23. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Dinesh Deora, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C". 24. CONSERVATION OF ENERGY AND TECHNOLOGIES Information relating to Conservation of Energy, Technology absorption etc pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company. Foreign Exchange earnings and outgo are furnished in "Annexure D" to this report. 25. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E". 26. CORPORATE GOVERNANCE We comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on corporate governance. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report. 27. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report. 28. EMPLOYEES RELATIONS The employees' relation at all levels and at all units continued to be cordial during the year. 29. ACKNOWLEDGEMENTS The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution. For and on Behalf of the Board Poddar Housing and Development Limited (Formerly known as Poddar Developers Limited) DIPAK KUMAR PODDAR EXECUTIVE CHAIRMAN Date: May 16, 2016 Place: Mumbai |