Your directors have pleasure in submitting their 45th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March, 2024.
The Company's financial performances for the year under review along with previousyear's figures are given hereunder:
Standalone
Consolidated
Particulars
For theYear ended31st March,2024
For the Yearended 31stMarch, 2023
For the Yearended 31stMarch, 2024
For theYear ended31st March,2023
Net Sales / Income fromBusiness Operations
-
81,80,640
93.25,980
Other Income
15,26,338
5,97,861
22,35,888
35,42,701
Total Income
1,04,16,528
1,28,68,681
Profit before Interest
(11,90,858)
(23,21,341)
(3,34,830)
(11,69,918)
Less:Interest
3,440
86,914
Profit beforeDepreciation
(3,38,270)
(12,56,832)
Less: Depreciation
1,176
3,195
4,86,886
5,07,063
Profit after depreciationand Interest
(11,92,034)
(23,24,536) (-
(8,25,156)
(17,63,895)
Less: Current IncomeTax
1,03,210
1,47,770
Less: Previous yearadjustment of IncomeTax,
Less: Deferred Tax
Net Profit after Tax
(23,24,536)
(9,28,366)
(19,11,665)
Dividend (includingInterim if any and final)
Net Profit after dividendand Tax
Amount transferred toGeneral Reserve
Balance carried toBalance Sheet
Total ComprehensiveIncome for the year
(11,55,182)
(24,65,636)
(8,91,514)
(20,52,765)
Earnings per share(Basic)
(0.07)
(0.13)
(0.05)
(0.10)
Earnings perShare(Diluted)
During the year under review, your Company has registered revenue as perStandalone & Consolidated financials of Rs. 15,26,338 and Rs. 1,04,16,528 against Rs.5,97,861/- and Rs. 1,28,68,681/-respectively in the previous year. The Profit/(Loss)after taxes as per Standalone & Consolidated financials in the current year is Rs.(11,92,034)and Rs. (9,28,366)respectively and Profit/(Loss) after taxes as perStandalone & Consolidated financials are (23,24,536) and Rs. (19,11,665) /-respectively in the previous year.
Cash and cash equivalents as per standalone and consolidated financials as on March31, 2024 was Rs. 2,21,388 and Rs. 67,25,688 respectively. The Company continues tofocus on judicious management of its working capital. Receivables, inventories andother working capital parameters were kept under strict check through continuousmonitoring.
The Board does not recommend any Dividend for the current financial year due toincurring losses during the year under review.
The Company has not transferred any amount to General Reserve.
Since there was no amount of unpaid/unclaimed Dividend, the Company is notrequired to transfer any amount to the Investor Education & Protection Fund as perprovisions of Section 125 of the Companies Act, 2013.
The Company has not accepted any deposits which would be covered under Section 73of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Pursuant to change of its name and Main objects in the year 2015-16, the Companyintends to monetize its real estate portfolio by getting into construction of masshousing project considering affordable housing project scheme.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THEFINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THEDATE OF THE REPORT
There are no material changes and commitment affecting the financial position of theCompany occurred from 31st March, 2024 till date of this report which are required tobe reported.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 theBoard hereby submits its responsibility Statement: —
(a) in the preparation of the annual accounts, the applicable accounting standardshave been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud andother 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
In pursuant to the provisions of the Companies Act, 2013 and the Articles ofAssociations of the Company, Mr. Ashwin Kumar Sharma retires by rotation and beingeligible, offer himself for re-appointment.
Name
Designation
Qualification
Age &Experience(Years)
Date of
Commencementof Employment
Mr. Ashwin KumarSharma
Director
Bachelor ofCommerce
46 years
December 12,2013
The following persons have been designated as key managerial personnel of theCompany pursuant to section 2(51) of the Companies Act, 2013 read with rulesframed thereunder:
1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)
2. Ms. Mohini Budhwani (Resigned w.e.f. 31st Dec 2023)
3. Ms. Hemanshi Lodaya (Appointed w.e.f. 26th March 2024)
4. Mr. Rajesh Mukane- Chief Financial Officer (CFO)
A calendar of Board Meetings, Annual General Meeting and Committee Meetings isprepared and circulated in advance to the Directors of your Company.
The Board of Directors of your Company met 5 times during 2023-24 i.e., on 29th May,2023, 14th August, 2023, 09th November, 2023, 13th February, 2024 and 26thMarch,2024 . The maximum time gap between any two consecutive meetings did notexceed one hundred and twenty days.
The Company has complied with the applicable Secretarial Standards in respect of allthe above-Board meetings.
All the directors were present in the above-mentioned Board meetings.
STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OFTHE COMPANIES ACT, 2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Name of Director
Median
Remuneration
Ratio
Mr. Sumesh BharatAggarwal
Nil
Name of KMP
F.Y. 23-24
F.Y. 22-23
%
Increased
Mr. Rajesh Mukane
CFO
4,78,667
p.a.
4,80,000 p.a.
Ms. Mohini Budhwani
CS
1,80,000
pa^
4,80,000
Ms. Hemanshi Lodaya(Company Secretary)w.e.f. 26th March 2024
4839
Mr. Sumesh Aggarwal
Executive
Note: Mr. Sumesh Aggarwal, CEO & Executive Director of the Company did not drawany remuneration during the F.Y. 2023-24 from the Company.
The Percentage increase in the median remuneration of the employees inthe financial year 2023-24 is 0 %
Permanent employees on the rolls of the Company as on March 31, 2024were 5.
(v) Average percentile increase already made in the salaries of theemployees other than the managerial personnel in the last financialyear and its comparison with the percentile increase in themanagerial remuneration and justification thereof and point out ifthere are any exceptional circumstances for increase in themanagerial remuneration
Average percentile increase for the employees for the F.Y. 2023-24 is 0%.The increment given to each individual employee was based on theemployees potential, experience, performance and contribution to theCompany's performance targets over a period of time and alsobenchmarked against Industry Standard.
The details of remuneration / commission received by the directors of the Companyfrom the holding Company / subsidiary Company are as follows:-
Nature
Company from
(Remuneration /
Amount
which this
Commission )
amount is drawn
Sumesh B. Agarwal
10,00,000/-
Ladam HomesPrivate Limited
Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Boardhas carried out an evaluation of its own performance, the directors individually as wellas the evaluation of the working of its Audit, Nomination & Remuneration Committees.
The Board has, on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors, Senior Management andtheir remuneration. The policy is available on the Company's website atwww.ladamaffordablehousing.com
As per Section 135(1) of Companies Act 2013, every company having net worth of Rs.Five hundred crore or more, or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during the immediately preceding financial yearshall constitute a Corporate Social Responsibility Committee. However the Companydoes not come under the purview of said criteria for complying CSR provisions duringthe period under review.
The Independent Directors meet at least once in a year, without the presence ofExecutive Directors or Management representatives.
The Independent Directors met on 13th February, 2024 during the Financial Year.
The Company proactively keeps its directors informed of the activities of theCompany, its management and operations and provides an overall industryperspective as well as issues being faced by the industry. The details of the same areavailable on the website of the Company.
Your Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section149(6) of the Companies Act, 2013 read with Schedules and Rules issued there underand under Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
M/s D.P Sarda & Company, Chartered Accountants, (Firm's Registration No. 117227W)are considered for re-appointment as Auditors of the Company for a term of four (4)consecutive years subject to approval of shareholders at the AGM held on 25thSeptember,2024. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
STATUTORY AUDITORS' REPORT (Qualification if any)
The observations of the Statutory Auditors, when read together with the relevantnotes to the accounts and accounting policies are self-explanatory and do not calls forany further comment.
There were no incidences of reporting of fraud by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companyhas appointed M/s. Ashita Kaul & Associates, a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the Financial Year 2023-24
The Secretarial Audit Report contains three qualifications given by the M/s. AshitaKaul & Associates, i.e.:
1. As per Regulation 31(2) of Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation, 2015 the entire shareholding ofPromoter(s) and promoter group needs to be in dematerialized form, however theabove requirement was not complied by the company as 8,00,000 shares of Mr.Bharat Bhushan Aggarwal (The Promoter of the company) was not inDematerialized form as the shares were pledged secure a loan taken by an associatecompany
Management Response: The shares are pledged to secure a loan taken by anassociate company and physical share certificates have been handed over toLender.
2. As per Regulation 30(6) of Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation,2015, the listed entity is requiredto disclose to stock exchange of all events specified in Part A of Schedule III, whereinthe outcome of board meeting held to consider Financial Results needs to beintimated within 30 minutes, however the company failed to submit the outcome ofBoard meeting for the half year ended 30th September,2023 due to unexpectednetwork issues which were out of company's control.
Management Response : Due to unfortunate circumstances and unexpectednetwork issues company was unable to upload the outcome within the timelimited as prescribed under Regulation 30(6) and SEBI III of SEBI(LODR)REGULATIONS ,2015. Further, we state that due to circumstances which was not inscope of human control we had tried our best to upload the same without anymalafide intention.
4. As per Regulation 23(9) of Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation, 2015, the listed entity isrequired to submit to the stock exchanges disclosures of related party transactions inthe format as specified by the Board from time to time. The company failed to submitdisclosure of related party transaction to BSE for the half year ended 30thSeptember, 2023 due to misinterpretation of the regulations. However, correctivemeasures were implemented, and the disclosure was submitted on November 11,2023.
Management Response: Due to misinterpretation, there was a delay in disclosingrelated party transactions. Corrective measures are taken. Disclosure was madeon November 11, 2023.
5. According to Regulation 34 of SEBI (LODR) Regulations,2015 failed to submit AnnualReport within the period prescribed and subsequently BSE had withdrawn the Fine.
Management Response: We had submitted Annual report under Reg 34 (1) on theBSE Website dated 24th August, 2023 and also on the Company's Website within theprescribed time Limit. As a proactive measure to address this concern, we hadrefiled the annual report.
6. According to Regulation 32(1) of Chapter (V) of SEBI (Delisting of Equity Shares)Regulation 2021 The company has received show cause notice from CSE providing afinal opportunity to comply with the provisions for listing its equity shares with CSEand The Notice states that failure to comply will result in compulsory delisting fromCSE under SEBI (Delisting of Equity Shares) Regulation 2021. The company has paidthe Annual Listing Fees along with interest of Rs. 4,62,194.70 and is process ofrevocation of suspension from CSE.
Management Response: The Company has paid the Annual Listing Fees and is inthe process of revocation of suspension and is complying with the compliance ofCSE
7. According to Regulation 32(1) of Chapter V of SEBI (Delisting of Equity Shares)Regulation 2021, a stock exchange can delist a company's shares based on rules underthe Securities Contracts (Regulation) Act, 1956. The company has failed to submitcompliances to Calcutta Stock Exchange (CSE) and failed to revoke suspension of thecompany. As a result, Central Depository Services (India) Limited (CDSL) has freezedthe demat account of Mr. Sumesh Aggarwal (Chairperson, Promoter, CEO), Mr. AshwinKumar Sharma (Non-Executive Independent Director), and Ms. Geetu Padavale (Non¬Executive Independent Director).
Management Response: The Company is in the process of revocation of suspensionand is complying with the compliance of CSE.
As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2023¬24 is put up on the Company's website and can be accessed at:
http://www.ladamaffordablehousing.com/Form MGT 7 FY 2023-24 final draft.pdf
The details of financial performance of Subsidiary/ Joint Venture/Associate Company
is furnished in Annexure B and attached to this report.
The particulars of Loans, guarantees or investments made under Section 186 are
furnished in Annexure C and are attached to this report.
The particulars of Contracts or Arrangements made with related parties madepursuant to Section 186 are furnished in Annexure D and are attached to this report.
The Company has complied with the Corporate Governance requirements underCompanies Act 2013 and as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. A Separate Section on Corporate Governance underSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along withthe Certificate from Practicing Company Secretary confirming the Compliance, isannexed and forms part of the Annual Report.
The Company has complied with the Secretarial Standards issued by Institute ofCompany Secretaries of India on Meeting of the Board of Directors and GeneralMeetings.
The Company's internal Auditors had conducted periodic audit to provide reasonableassurance that the Company's established policies and procedure have been followed.
The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transactions are properly documented, authorized, recordedand reported correctly. The Company has well defined Management Reports on keyperformance indicators. The systems are reviewed continuously and its improvementand effectiveness is enhanced based on the reports from various fields. Normalforeseeable risks to the company's assets are adequately covered by comprehensiveinsurance.
Your Company is not engaged in any manufacturing activities and therefore, noparticulars are required to be disclosed under the Rule 8(3) of the Companies(Accounts) Rules, 2014, in respect of conservation of energy and technologyabsorption.
Further, there were no foreign exchange earnings and outgo during the year underreview.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
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 aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relationto the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All the Directors and the designatedemployees have confirmed compliance with the Code.
In compliance with various Regulations of the SEBI (Listing obligations and disclosurerequirements) Regulations, 2015 entered in with the Stock Exchange, a separatesection on Management Discussion and Analysis that includes details on the state ofaffairs of the Company as required to be disclosed in the Directors Report forms partof this Annual Report.
The Board has constituted various committees which are constituted in compliancewith the applicable provisions of Act and Listing Regulations. Detailed Composition ofall the Committees held during the year under review is provided in CorporateGovernance Report of the Company.
The Company has duly constituted Audit Committee comprising of Mr. JayaprasadPillai, Independent Director (Chairperson), Mr. Sumesh Aggarwal, Executive Directorand, Mrs. Geethu Padavale, Non-Executive Independent Director. The terms ofreference, Scope and powers of Audit Committee are in line with the applicableprovisions of the Act & Listing Regulations. Company Secretary acted as secretary tothe committee.
The Company has duly constituted Nomination & Remuneration Committeecomprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. AshwinKumar Sharma, Executive Director, and Mrs. Geethu Padavale, Non-ExecutiveIndependent Director. The Remuneration Policy is available on the Company's websiteat www.ladamaffordablehousing.com
The Company has duly constituted Stakeholders Relationship Committee comprisingof Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin KumarSharma, Non- Executive Director and Mr. Sumesh Aggarwal, Executive Director. Theterms of reference, Scope and powers of SRC are in line with the applicable provisionsof the Act and Listing Regulations.
As required under Regulation 22 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, the Company has aneffective Whistle Blower Policy to deal with the instances of fraud andmismanagement. The policy is available on the Company's website atwww.ladamaffordablehousing.com. The policy provides for adequate safeguardagainst the victimization of the employees.
Your Company has framed a Risk Management Policy to monitor the risk and manageuncertainty and changes in internal and external environment to limit negativeimpacts and capitalize on opportunities.
The applicable information required pursuant to section 197 of the Companies Act,2013 read with rule (5) of the Companies (Appointment and Remuneration ofManagerial Personnel), Rules, 2014 in respect of employees are as under:
Sr.
No.
Medianremunerationof Employeesin Rs.
increase
1
Ms. Mohini Budhwani(Resigned w.e.f. 31stDec 2023)
Company
Secretary
20,000
2
Ms. Hemanshi Lodaya(Appointed w.e.f. 26thMarch 2024)
25,000
3
Chief FinancialOfficer
40,000
Details of top ten employees in terms of the remuneration and employees in receipt ofremuneration as prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, as amended, containing detailsprescribed 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.
The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention,Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set upto redress the complaints received regarding sexual harassment. All employees(permanent, contractual, temporary, trainees) are covered under this policy. Therewere no cases reported during the financial year ended March 31, 2024.
The Management is committed to ensure safety of its employees, plant and communityat all its operations. The safety Management system has been established,communication, involvement, motivation, skill development, training and health havebeen identified as the key drivers for safe working environment. These initiatives haveresulted in reducing the injuries and lost time significantly.
The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures following environment friendly norms withall necessary clearances.
Your directors place on records their sincere thanks to bankers, business associates,consultants, and various Government Authorities for their continued supportextended to your Companies activities during the year under review. Your directorsalso acknowledge gratefully the shareholders for their support and confidencereposed on your Company.
There was no instance of onetime settlement with any Bank or Financial Institution.
No application was filed for corporate insolvency resolution process, by a financial oroperational creditor or by the company itself under the IBC before the NCLT.
Mr. Sumesh Aggarwal Mr. Jayaprasad Pillai
Director Director
Din:00325063 Din: 01560300
Ladam House, C-33,
Opp. ITI, Wagle Industrial Estate,
Thane(W) 400604Date: August 13th, 2024Place: Thane