Ladam Affordable Housing Ltd
Directors Reports
To The Members,
Ladam Affordable Housing Limited, Thane
Your directors have pleasure in submitting their 44th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st
March, 2023.
FINANCIAL RESULTS
The Company's financial performances for the year under review along with previous
year's figures are given hereunder:
|
Standalone |
Consolidated |
Particulars |
For the Year ended 31st March, 2023 |
For the Year ended 31st March, 2022 |
For the Year ended 31st March, 2023 |
For the Year ended 31st March, 2022 |
Net Sales / Income from |
|
- |
93,25,980- |
49,571,172 |
Business Operations |
|
|
|
|
Other Income |
5,97,861 |
307,480 |
35,42,701 |
6,198,578 |
Total Income |
5,97,861 |
3,07,480 |
1,28,68,681 |
55,769,750 |
Profit before Interest |
(23,21,341) |
(2,168,479) |
(11,69,918) |
10,871,027 |
Less: Interest |
- |
- |
86,914 |
2,132,023 |
Profit before Depreciation |
(23,21,341) |
(2,168,479) |
(12,56,832) |
8,739,004 |
Less: Depreciation |
3,195 |
5,620 |
5,07,063 |
520,439 |
Profit after depreciation and Interest |
(23.24,536) |
(21.74,099) |
(17,63,895) |
8,218,565 |
Less: Current Income Tax |
- |
- |
1,47,770 |
2,628,872 |
Less: Previous year adjustment of Income Tax, |
- |
- |
- |
- |
Less: Deferred Tax |
- |
- |
- |
- |
Net Profit after Tax |
(23,24,536) |
(2,174,099) |
(19,11,665) |
5,589,693 |
Dividend (including |
- |
- |
- |
- |
Interim if any and final) |
|
|
|
|
Net Profit after dividend and Tax |
(23,24,536) |
(2,174,099) |
(19,11,665) |
5,589,693 |
Amount transferred to |
- |
|
- |
- |
General Reserve |
|
|
|
|
Balance carried to Balance Sheet |
(23,24,536) |
(21,74,099) |
(19,11,665) |
5,589,693 |
Total Comprehensive |
(24,62,508) |
(19,87,681) |
(20,52,765) |
5,776,111 |
Income for the year |
|
|
|
|
Earnings per share (Basic) |
(0.13) |
(0.12) |
(0.00) |
0.31 |
Earnings per |
(0.13) |
(0.12) |
(0.00) |
0.31 |
Share(Diluted) |
|
|
|
|
BUSINESS RESULTS
During the year under review, your Company has registered revenue as per Standalone
& Consolidated financials of Rs. 5,97,86/- and Rs. 1,28,68,681/- as against Rs.
307,480/- and Rs. 55,769,750/-respectively in the previous year. The Profit/(Loss) after
taxes as per Standalone & Consolidated financials in the current year is Rs.
(23,24,536) and Rs. (19,11,665) respectively and Profit/(Loss) after taxes as per
Standalone & Consolidated financials are (2,174,099) and Rs. 5,589,693/-respectively
in the previous year.
FINANCE
Cash and cash equivalents as per standalone and consolidated financials as on March 31,
2023 was Rs. 1,97,766/- and Rs. 70,58,006/- respectively. 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.
DIVIDEND
The Board does not recommend any Dividend for the current financial year due to
incurring losses during the year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no amount of unpaid/unclaimed Dividend, the Company is not required to
transfer any amount to the Investor Education & Protection Fund as per provisions of
Section 125 of the Companies Act, 2013.
DEPOSITS
The Company has not accepted any deposits which would be covered under Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Pursuant to change of its name and Main objects in the year 2015-16, the Company
intends to monetize its real estate portfolio by getting into construction of mass housing
project considering affordable housing project scheme.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
AND THE DATE OF THE REPORT
There are no material changes and commitment affecting the financial position of the
Company occurred from 31st March, 2023 till date of this report which are required to be
reported.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts, 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this 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; and
(e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(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.
DIRECTORS
1. Mr. Sumesh Aggarwal- Executive Director
2. Mr. Ashwin Kumar Sharma- Non- Executive Director
3. Mr. Jayaprasad Pillai- Independent, Non-Executive Director Mrs. Geethu
Padavale - Independent, Non-Executive Director
In pursuant to the provisions of the Companies Act, 2013 and the Articles of
Associations of the Company, Mr. Sumesh Aggarwal retires by rotation and being eligible,
offer himself for reappointment.
Name |
Designation |
Qualification |
Age & Experience |
Date of Commencement |
|
|
|
(Years) |
of Employment |
Mr. Sumesh |
Chief |
Bachelor of |
51 years and |
01/04/1992 |
Aggarwal |
Executive Officer |
Commerce |
31 years of experience |
|
KEY MANAGERIAL PERSONNEL:
The following persons have been designated as key managerial personnel of the Company
pursuant to section 2(51) of the Companies Act, 2013 read with rules framed thereunder:
1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)
2. Ms. Mohini Budhwani- Company Secretary
3. Mr. Rajesh Mukane- Chief Financial Officer (CFO)
MEETINGS
A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared
and circulated in advance to the Directors of your Company.
The Board of Directors of your Company met 5 times during 2022-23 i.e., on 06th
May, 2022, 25th May,2022, 12rd August, 2022, 12th
November, 2022 and 13th February, 2023. The maximum time gap between any two
consecutive meetings did not exceed one hundred and twenty days.
The Company has complied with the applicable Secretarial Standards in respect of all
the above-Board meetings.
All the directors were present in the above-mentioned Board meetings.
STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT,
2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
(i) The ratio of remuneration of each Director to the Median remuneration of the
employees of the Company for the F.Y. 2022-23
Name of Director |
Median |
Remuneration |
Ratio |
Mr. Sumesh Bharat Aggarwal |
Nil |
Nil |
Nil |
(ii) The Percentage increase in remuneration of each Director, CFO, CEO, CS, if any, in
the financial year.
Name of KMP |
Designation |
F.Y. 21-22 |
F.Y. 22-23 |
% Increased |
Mr. Rajesh Mukane |
CFO |
480,000 p.a. |
480,000 p.a. |
- |
Ms. Mohini Budhwani |
CS Executive |
40000 |
480,000 p.a. |
- |
Mr. Sumesh Aggarwal |
Director |
- |
- |
- |
Note: Mr. Sumesh Aggarwal, CEO & Executive Director of the Company did not draw any
remuneration during the F.Y. 2022-23 from the Company.
(iii) The Percentage increase in the median remuneration of the Employees in the
Financial Year.
The Percentage increase in the median remuneration of the employees in the financial
year 2022-23 is 0 %
(iv) The Number of Permanent employees on the rolls of the Company Permanent employees
on the rolls of the Company as on March 31, 2023 were 5.
(v) Average percentile increase already made in the salaries of the 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
Average percentile increase for the employees for the F.Y. 2022-23 is 0%. The increment
given to each individual employee was based on the employees potential, experience,
performance and contribution to the Company's performance targets over a period of time
and also benchmarked against Industry Standard.
REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY: The details of
remuneration / commission received by the directors of the Company from the holding
Company / subsidiary Company are as follows:-
Name of Director |
Nature (Remuneration / Commission ) |
Amount |
Company from which this amount is drawn |
Sumesh B. Agarwal |
Remuneration |
5,00,000/- |
Ladam Homes Private Limited |
BOARD & COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the
SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration Committees.
POLICY ON DIRECTOR'S APPOINTMENT AND THEIR REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The policy is available on the Company's website at
www.ladamaffordablehousing.com
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135(1) of Companies Act 2013, every company having net worth of Rs. Five
hundred crore or more, or turnover of Rs. One thousand crore or more or a net profit of
Rs. Five crore or more during the immediately preceding financial year shall constitute a
Corporate Social Responsibility Committee. However the Company does not come under the
purview of said criteria for complying CSR provisions during the period under review.
SEPARATE INDEPENDENT DIRECTORS MEETINGS
The Independent Directors meet at least once in a year, without the presence of
Executive Directors or Management representatives. The Independent Directors met on 12th
November 2022 during the Financial Year.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. The details of the same are available on the website
of the Company.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with Schedules and Rules issued there under and under Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
STATUTORY AUDITORS
M/s D.P Sarda & Company, Chartered Accountants, (Firm's Registration No. 117227W)
was appointed as an Auditor of the Company for a term of five (5) consecutive years at the
AGM held on 30th September, 2019. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
STATUTORY AUDITORSREPORT (Qualification if any)
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not calls for any
further comment.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
SECRETARIAL AUDITOR
Pursuant to 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. Ashita Kaul & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report contains three qualifications given by the M/s. Ashita
Kaul & Associates, i.e.:
1. One Promoter Shareholder and Some Shareholders of the Company have not
dematerialized their entire Shareholding in Compliance with the Provisions of the
Depositories Act, 1996 and the Byelaws framed thereunder and continue to hold shares in
Physical Form.
Management Response: 8 Lakhs shares of the Promoters are pledged to secure a loan taken
by an associate company and physical share certificate may have been handed over, hence
the Promoters Shares are not dematerialized, and The Management has sent letters to all
its public shareholders requesting them to demat their shares and hence many shareholders
have approached their DP for dematerializing their shares. The Management will
continuously try to reach out to the shareholders requesting them to Demat the Shares and
work towards having all the Shares of the Company gets Dematerialized.
2. Company missed to disclose the details of resignation of Mrs. Yamini Sejpal,
Independent Director in the format prescribed as per Regulation 30(6) read with schedule
III of SEBI (LODR) Regulations.
Management Response: In the hurry of meeting the timelines of disclosure, inadvertently
and without any malafide intention, the Company missed to disclose the details of
resignation of Mrs. Yamini Sejpal, Independent Director in the format prescribed as per
Regulation 30(6) read with schedule III of SEBI (LODR) Regulations.
3. Delay in submission of Board Meeting outcome of Financial Results for the
Quarter ended December 2022.
Management Response: Due to technical issues of system and Power failure we were unable
to upload the outcome within the time limited as prescribed under Regulation 30(6) and
SEBI III of SEBI (LODR)REGULATIONS,2015. Further, we state that due to circumstances which
was not in scope of human control we had tried our best to upload the same without any
malafide intention.
ANNUAL RETURN
As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2022-23
is put up on the Company's website and can be accessed at:
http://www.ladamaffordablehousing.com/Draft_Form_MGT_7_LAHL_2022-23.pdf
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary/ Joint Venture/Associate Company is
furnished in Annexure B and attached to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 are
furnished in Annexure C and are attached to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of
Contracts or Arrangements made with related parties made pursuant to Section 186 are
furnished in Annexure D and are attached to this report.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Corporate Governance requirements under Companies Act
2013 and as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A Separate Section on Corporate Governance under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from
Practicing Company Secretary confirming the Compliance, is annexed and forms part of the
Annual Report.
The Company has complied with the Secretarial Standards issued by Institute of Company
Secretaries of India on Meeting of the Board of Directors and General Meetings.
INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to provide reasonable
assurance that the Company's established policies and procedure have been followed.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a proper and adequate internal control system for all its activities
including safeguarding and protecting its assets against any loss from its unauthorized
use or disposition. All transactions are properly documented, authorized, recorded and
reported correctly. The Company has well defined Management Reports on key performance
indicators. The systems are reviewed continuously and its improvement and effectiveness is
enhanced based on the reports from various fields. Normal foreseeable risks to the
companys assets are adequately covered by comprehensive insurance.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore, no
particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts)
Rules, 2014, in respect of conservation of energy and technology absorption. Further,
there were no foreign exchange earnings and outgo during the year under review.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
SHARES a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
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 the Directors and the designated employees have confirmed
compliance with the Code.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with various Regulations of the SEBI (Listing obligations and disclosure
requirements) Regulations, 2015 entered in with the Stock Exchange, a separate section on
Management Discussion and Analysis that includes details on the state of affairs of the
Company as required to be disclosed in the Directors Report forms part of this Annual
Report.
COMMITTEES OF THE BOARD
The Board has constituted various committees which are constituted in compliance with
the applicable provisions of Act and Listing Regulations. Detailed Composition of all the
Committees held during the year under review is provided in Corporate Governance Report of
the Company.
a. AUDIT COMMITTEE
The Company has duly constituted Audit Committee comprising of Mr. Jayaprasad Pillai,
Independent Director (Chairperson), Mr. Sumesh Aggarwal, Executive Director and, Mrs.
Geethu Padavale (Appointed w.e.f. March 30, 2022). The terms of reference, Scope and
powers of Audit Committee are in line with the applicable provisions of the Act &
Listing Regulations. Company Secretary acted as secretary to the committee.
b. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration Committee comprising of
Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma,
Executive Director, and Mrs. Geethu Padavale (Appointed w.e.f. March 30, 2022). The
Remuneration Policy is available on the Company's website at
www.ladamaffordablehousing.com c. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholders Relationship Committee comprising of Mr.
Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Non-
Executive Director and Mr. Sumesh Aggarwal, Executive Director. The terms of reference,
Scope and powers of SRC are in line with the applicable provisions of the Act and Listing
Regulations.
WHISTLE BLOWER POLICY
As required under Regulation 22 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective
Whistle Blower Policy to deal with the instances of fraud and mismanagement. The policy is
available on the Company's website at www.ladamaffordablehousing.com. The policy provides
for adequate safeguard against the victimization of the employees.
RISK MANAGEMENT POLICY
Your Company has framed a Risk Management Policy to monitor the risk and manage
uncertainty and changes in internal and external environment to limit negative impacts and
capitalize on opportunities.
PARTICULARS OF EMPLOYEES
The applicable information required pursuant to section 197 of the Companies Act, 2013
read with rule (5) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014 in respect of employees are as under:
Sr. No. |
Name |
Designation |
Median remuneration of Employees |
Ratio |
% increase |
|
|
|
in Rs. |
|
|
1 |
Ms. Mohini Budhwani |
Company Secretary |
40,000 |
- |
- |
3 |
Mr. Rajesh Mukane |
Chief Financial Officer |
40,000 |
- |
- |
Details of top ten employees in terms of the remuneration and employees in receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule
5(3) of the said rules, which form part of the Director's Report, will be made available
to any member on request, as per provisions of Section 136(1) of the Act.
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 and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress the complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. There were no cases reported during the financial
year ended March 31, 2023.
SAFETY
The Management is committed to ensure safety of its employees, plant and community at
all its operations. The safety Management system has been established, communication,
involvement, motivation, skill development, training and health have been identified as
the key drivers for safe working environment. These initiatives have resulted in reducing
the injuries and lost time significantly.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carried forward
all its operations and procedures following environment friendly norms with all necessary
clearances.
ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
Disclosure of reason for difference between valuation done at the time of taking Loan
From bank and at the time of one-time settlement
There was no instance of onetime settlement with any Bank or Financial Institution.
Disclosure of proceedings pending or application made under Insolvency and Bankruptcy
Code, 2016
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
Sd/- |
Sd/- |
|
Mr. Sumesh Aggarwal |
Mr. Jayaprasad Pillai |
|
Director |
Director |
|
Din:00325063 |
Din: 01560300 |
Registered Office: |
|
|
Ladam House, C-33, |
|
|
Opp. ITI, Wagle Industrial Estate, |
|
|
Thane (W) 400604 |
|
|
Date: August 14th, 2023 |
|
|
Place: Thane |
|
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