Your Directors, with great pleasure present the 29th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2024
1. FINANCIAL RESULTS
PARTICULARS
|
(Fig in Rs.) 2023-24
|
(Fig in Rs.) 2022-23
|
Income
|
20,11,10,570.00/-
|
2,35,98,150.14/-
|
Expense
|
19,45,71,900.00/-
|
1,88,88,600.01/-
|
Profit(before tax)
|
65,38,670.00/-
|
47,09,549.13/-
|
Tax Expense
|
17,46,840.00/-
|
16,05,328.00/-
|
Profit/(loss) for the period
|
47,91,830.00/-
|
31,04,221.13/-
|
Other Comprehensive income
|
-
|
-
|
Total Period for the year
|
47,91,830.00/-
|
31,04,221.13/-
|
2. DIVIDEND
In view of the business condition, during the year the Board of Directors of your Company regret their inability to recommend any dividend for the year ended on 31 st March, 2024.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for theFinancial Year 2023-2024
4. TRANSFER OFUNPAID AND UNCLAIMED AMOUNT TO II PI
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of Share application Money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government and there provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.
5. DEPOSITORY SYSTEM
Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, 88.00% of the equity shares of the Company were heldin dematerializedform.
6. CHANGESIN THE NATURE OFBUSINESS
There has been no change in thenature of the business of the Company during theFinancial Year 2023-2024
7. MATERIAL CHANGES AND COMMITMENTS
There werenomaterial changes and commitments that occurred subsequent to the end of the financial year till the date of this report, which affects the financial position of the Company.
8. CHANGE IN SHARE CAPITAL
There is no change in share capital structure ofthe Company during the financial Year 2023-2024
9. FIXED DEPOSITS
The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 ofthe Companies Act, 2013 and other relevant provisions ofthe Companies Act, 2013 and the rules framed there under apply
10. HUMANRESOURCESDEVELOPMENT
Many initiatives have been taken to support business through organizational efficiently, process change support and various employee engagement programs which has helped the Organization to achieve higher productivity level. A significant effort has also been undertaken to develop leadership as well as functional capacities in order to meet future talent requirement.
The Company's HR process such as hiring and on-boarding, fair transparent on line performance evaluation and talent management process, state-of-the-art workmen development process and market assigned policies have been seen as benchmark practice in the Industry. The Employees are encouraged to express their views and are empowered to work independently. TheEmployees are given the opportunity to learn through various small project which make them look at initiatives from different perspectives and thus provide them with the platform to become result oriented. The Management of the Company enjoy cordial relation with its employees at all levels. The Board of Directors wish to place its highest appreciation for the contribution made by all the employees in achieving growth of the Company.
11. SUBSIDIARY COMPANIES
The Company does not have any Subsidiary Company.
12. CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The report on Corporate Governance for the financial year ended March 31, 2024, as per regulation 34(3) read with Schedule V oftheSEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms apart of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report. Although this is not applicable to company
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of the Company is covered under Ann ex ure A which forms part of this report.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) the Act, and based on the representations received from the management, the directors hereby confirm that:
i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating tomaterial departures.
ii. 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 as at March 31, 2 024 and of the profit of the Company for the year ended on March 31,2 024.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts for financial year ended March 31,2 024 on a'going concern'basis.
v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are ad equate and have been opera ting efficiently.
vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
15. AUDITORS
STATUTORY AUDITORS
The auditor i.eM/s. B Sreenivasa & Co., Chartered Accountants (Firm Registration No. 009287S ) were last appointed by theMembers in theAnnual General Meeting held on 27 th September, 2022 tohold the office of statutory auditors for a term of5 years.
For Financial Year 2023-24, there is no adverse remark or qualification in the Statutory Auditor's Report as annexed. The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.
SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board appointed Mr. Deepak Sadhu, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report of the Company for theFinancial Year 2023-24 is annexed to this Report.
16. AUDITOR’S AND SECRETARIAL AUDITOR’S RE PORT
Thereport of the Statutory Audi tors and Secretarial Audi tor alongwith notes to Schedules is enclosed to this Report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
17. FRAUD REPORTING:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed thereunder either to the Company or to the Central Government.
18. BOARD’S RESPONSE ON THE REMARKS MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS
There were no qualifications, reservations and adverse remarks made by the statutory auditors in their Audit Report and by the Company Secretary in practice in their Secretarial Audit report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-1 to this Report.
2 0. ANNUAL RETURN
In compliance with the provisions of section 134 (3)(a) of Companies Act, 2013 , the extract of Annual Return of the company as per Sub-Section (3) of Section 92 of the act is available on the company website of the company www.kmfbuilders.com
21. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
22. DETAILS OFDIRECTORSORKMP’S APPOINTMENT ORRESIGNATIONDURING THE YEAR
There is ano change in director during the year;
Retirement
Mr. Kavita Chadha, Director, retires by rotation and being eligible, has offered her for re-appointment. The Board recommends the same for your approval.
The brief resume of the Directors seeking appointment in the forthcoming Annual General Meeting, in Pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Annual General Meeting Notice.
23. DIRECTORS AND KEYMANAGERIAL PERSONNEL:
In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the
Companies Act, Mrs.KavitaChadha(DIN: 03304018) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.
Mr. Gorve Chadha (DIN: 06407884) - Executive Chairman and Managing Director, Ms. Manisha Chadha - Chief Financial Officer andMs.PriyankaBehl- Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report. Mr. Chirag Sal aria and Mr. Mani Suresh Babu are Non Executive Directors ofthe company.
24. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) ofthe Companies Act, 2013, that he met the criteria of independence as laid out in sub-section (6) ofSection 149 of the Companies Act, 2013 and the Regulation 16( 1 )(B) of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.
In compliance with the rule 6(1) ofthe Companies (Appointment and Qualification of Directors) Rules, 2014, all the independent directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority ofthe independent directors ofthe Company have served as directors or key managerial personnel in listed companies or in an unlisted public company having a paid-up share capital ofRs. 10 crore or more for aperiod not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors)Rules, 2014.
CEO /CFO CERTIFICATION:
As required by Regulation 17(8) of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 2023-24 has been submitted to theBoard and the copy thereof is contained in Annual Report as Ann ex ure B.
2 5. BO ARD DIVERSITY
A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity.
26. POLICYONDIRECTORS’APPOINTMENTANDREMUNERATION:
Thepolicy ofthe Company on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) ofthe Companies Act,is appendedasAnnexurellltothisReport
2 7. BO ARD EVALUATION
The performance ofthe whole-time Director, KMP and Senior Management Personnel is evaluated at regular intervals (half yearly/ yearly) by the whole-time Directors/ Managing Director, as applicable. The performance evaluation of In dependent Directors shall be done by theBoard, excluding the Director being evaluated, basis the contributions made to the Board deliberations on various matters including business strategy, financial strategy, operations, cost and risk management, etc., and suggestions given in this regard.
A separatemeeting ofthe indepen dent directors (“Annual ID meeting”) was convened, which reviewed the performance of theBoard (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows - Performance evaluation ofDirectors:
♦ Attendance at Board or Committee meetings
♦ Contribution at Board or C omm i tte e m ee tin gs
♦ Guidance/support to management outsideBoard/Committee meetings
Performance evaluation ofBoard and Committees:
♦ Degree of fulfilment of key responsibilities
♦ Board Structure and composition
♦ Effectiveness ofBoard Processes, information and functioning
♦ Boardcultureanddynamics
♦ QualityofrelationshipbetweenBoardandManagement
♦ Efficacy of communication with external stakeholders
28. MEETINGS OF THE BOARD
A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met seven times during the financial year, the details of which are given in the Corporate Governance Report which is annexed and forms apart of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 andtheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
29. NUMBER OFMEETINGS OF THE BOARD:
The Board met 12 (Twelve) times in the financial year ended April 25,2023, May 30, 2023, June 15, 2023, July 25,2023, August 14, 2023, August21,2023,October 12,2023 , November 14, 2023, December 15, 2023, January 17, 2024, February 14,2024 and March 30,2024.
30. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company comprises of Independent and Executive members. Board Elect Mr. Chirag Salaria as Chairman and Ms. Manisha Chadha .The Board has accepted all recommendations made by the Audit Committee during the year.
The composition and other relevant details of other board level committees i.e. Nomination and Remuneration Committee and Stakeholders Relationship Committee are disclosed separately in the Corporate Governance Report which is annexed to and forms apart of this Report.
31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr. Gorve Chadha, Managing Director and forms part of the Annual Report.
32. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
33. PARTICULARS OFLOANS, GUARANTEES AND INVESTMENTS
The 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 statement and areas follows:
The company has given loan ofRs. 3,96,38,632/- to M/sRGGC Builders Private Limited, the amount of loan are within the limits prescribed under section 186(2) of the companies act, 2013
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All con tracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract / arrangement / transaction of material nature with any of the related parties which are in conflict with the interest of the Company. Related party disclosures are given in the notes to the financial statement.
35. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE COMPANY’S GOING CONCERN STATUS AND OPERATIONS IN FUTURE
During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.
36. ADEQUACY OFINTERNAL FINANCIAL CONTROL
The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of company's business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements.
37. RISKMANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
38. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Go vemanceReport which forms part of the Annual Report.
39. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 forms part of this Annual Report.
40. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.
41. CORPORATE SOCIAL RESPONSIBILITY:
A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. This is not applicable on our company.
42. DISCLOSURE UNDER SECTION 23 OFTHE SEXUAL HARASSMENT OFWOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESS AL), ACT, 2013
The Company's policy on prevention of sexual harassment of women provides fortheprotection of women employees at the workplace and for prevention andredressal of such complaints. There were no complaints pending for the redressal at the beginning of the year andno complaints received during the financial year.
43. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act read with Rule5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.
44. PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-
(a) ratio of the remuneration of each director to the median remuneration of the employees of the company
for the financial year;
(Amount in Rs.)
S.No.
|
Name
|
Designation
|
CTC
|
MedianEmployeesalary
|
Ratio
|
1.
|
GorveChadha
|
Managing Director
|
12,00,000
|
604000
|
0.99:1
|
2.
|
Kavita Chadha
|
Director
|
4,20,000
|
604000
|
0.69:1
|
(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year; There is no increase in the remuneration of Company Secretary.
(c) The percentage increase in the median remuneration of employees in the financial year - There was average in themedian remuneration of employees in the financial year.
(d) The number of permanent employees on the rolls of company: There were 10 permanent employees on the rolls of Company as on March 31,2024.
(e) The explanation on the relationship between average increase in remuneration and company
performance;-Thereisaverageincreasein theremuneration of employees in the last financial year.
(f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;
Particulars
|
Amount (Rs.)
|
Remuneration of Key Managerial Personnel (KMP) during financial year 2023-2024 (aggregated)
|
16,20,000/-
|
Revenue from operations
|
20,10,90,068.74/-
|
Remuneration (as % of revenue)
|
0.08%
|
Profit before tax (PBT)
|
65,38,673.58/-
|
Remuneration (as % ofPBT)
|
24.77%
|
(g) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year; -
Particulars
|
Unit
|
As at 01st April 23
|
As at 31 st Mar 24
|
Variation
|
Closing rate of share at BSE
|
Rs.
|
3.47
|
6.83
|
96.82%
|
EPS (Consolidated)
|
Rs.
|
0.25
|
0.39
|
56%
|
(h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -
There is no average increase in salaries of employees in 2023-24.
Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company
Particulars
|
Managing Director
|
Chief Financial Officer
|
Company Secretary
|
Remuneration
|
12,00,000
|
-
|
3,23,535
|
Revenue
|
20,10,90,068.74
|
20,10,90,068.74
|
20,10,90,068.74
|
Remuneration (as % of revenue)
|
0.60
|
0
|
0.16
|
Profits before tax (PBT)
|
65,38.673.58
|
65,38.673.58
|
65,38.673.58
|
Remuneration (as % of PBT)
|
18.35
|
0
|
4.95
|
(I) The key parameters for any variable component of remuneration availed by the directors;
There is no variable component in the remuneration availed by the Directors.
(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;
MariagingDirectoristhehighestpaidDirector.NoemployeereceivedremunerationhigherthantheManagingDirector.
(l) Affirmation that the remuneration is as per the remuneration policy of the Company
It is hereby affirmed that the remuneration paid during the Financial Year ended 31st March, 2024 is as per the Remuneration Policy of the Company.
45. PECUNIARYRELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
46. LISTING
TheEquity shares of your company were listed at Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. However, the Delhi Stock Exchange Limited has been de-recognized as a Stock Exchange during the year, so, presently the Company is listed on Bombay Stock Exchange Limited only. The Company has paid listing fees to the Bombay Stock Exchange for the year 2023-2024.
47. STATUTORYDISCLOSURES
NoneoftheDirectorsofyour Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
48. APPRECIATION
Yours Directors wish to extend their appreciation to business associates for their support and contribution during the year. Yours Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.
The Directors also acknowledge the hard work, dedication and commitment of the employees.
By order of the Board of Directors
Place: Delhi GorveChadha
Date:31/08/2024 (Chairman & Managing Director)
DIN:06407884
Add: - U-2 Green Park Main Delhi-110016
|