Narendra Properties Ltd

TRANSFER TO RESERVES

Your Directors have not transferred any amount to any reserves during the year.

DIVIDEND

The Board of Directors have recommended dividend of Re.1/- (i.e., 10%) (previous year 10%) per equity share of Rs.10/- each fully paid up. Dividend is subject to approval of members at the ensuing 29th Annual General Meeting (29th AGM) and shall be subject to deduction of income tax at source, to the extent applicable. The dividend will be disbursed after the same is approved by the members at their ensuing AGM.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any amount to be transferred to Investor Education and Protection Fund as required under the provisions of Section 125(2) of the Companies Act, 2013.

MANAGEMENT'S DISCUSSION AND ANALYSIS

A. Industry Structure and Developments

Your Company is a building construction company. It undertakes development projects of residential and commercial multi-storied apartment complexes. The operations of the Company are presently confined to localities in and around Chennai and its suburbs.

B. Segmentwise Performance

Your Company undertakes construction projects at Chennai and its suburb. The activities of your Company falls under single segment namely Construction of Buildings (Residential & Commercial).

C. Financial Performance with Respect to Operational Performance

Your Company reported a total income of Rs. 1,949.027 lakhs during the year ended 31st March 2024 as against Rs. 1,123.593 lakhs during the previous year. The Profit after tax was Rs. 224.646 lakhs for the year ended 31.3.2024 as against Profit after tax of Rs. 429.802 lakhs achieved during the previous year.

The value of contract work-in-progress of projects at cost which are at various stages of progress as on 31^st March 2024 is Rs. 1,725.548 lakhs as against Rs. 3,101.329 lakhs during the previous year and the same is disclosed as inventories in the Balance sheet as on 31^st March 2024.

Your Company owns immovable properties at Sholinganallur, Chennai which is a fast growing suburban area. The Company proposes to utilize the same as appropriate to enhance shareholder value as per the emerging business circumstances.

D. Outlook

Your Company will be concentrating in the execution of the existing projects on hand. Launch of further projects depends upon the demand in the present market.

E. Risks & Concerns

The primary concern is fluctuating market conditions that affect the demand in the luxury market segment.

F. Internal Control Systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition.

G. Human resources and industrial relations

Your company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

H. Significant changes in Key Financial Ratios

The Key Financial Ratios applicable to the operations of the Company and changes thereon along with the explanation is furnished in Note 30 annexed to Balance sheet as on 31-03-2024.

Disclosure of Accounting Treatment

The Company has not made any alternative treatment which is in variance with the Indian Accounting Standard. The treatment of various financial items vis-?-vis the prescribed accounting standard is disclosed Note 1 to 3 annexed to Financial Statements which is self-explanatory.

CREDIT RATING

Your Company has not issued any financial instruments requiring to be rated by credit rating agencies during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2024, 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;

ii. 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, 2024 and of the profit of the Company for the year ended on that date;

iii. 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;

iv. the Directors have prepared the annual accounts on a ‘going concern' basis;

v. 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

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with all the material requirements of Corporate Governance prescribed under Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance as required under regulation 34(3) read along with Schedule V of the said regulation is annexed and it forms part of this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transactions which were considered material as per the policy adopted by the Company and for which the Company has already obtained the members approval at the previous AGM is disclosed in Form AOC-2 annexed to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company at www.narendraproperties.com.

Your Directors draw attention of the members to Note 24: Notes to the financial statements for the year ended March 31, 2024 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

The Company is not under obligation to constitute a Risk Management Committee since it does not form part of prescribed group of companies required to do so.

Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company both internal and external. The Board of Directors periodically reviews the potential risks affecting the business of the Company and remedial measures undertaken by the management of the Company in mitigating those risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness has surfaced with regard to those internal controls in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is duly constituted as per the requirements of section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.

The Independent Directors Mr. Babubhai P Patel and Mr. K S Subramanian have vacated office on 31st March 2024, upon completion of their tenure of appointment. The Independent Director Ms.Kavita Patel was appointed to hold office for a period of five years from 27th December 2021 to 26th December 2026 approved by the shareholders vide special resolution passed through Postal Ballot through Electronic Voting on 28th February 2022. The Independent Directors Mr. Narendra Kumar Lunawath and Mr. Aravind Kumar Ayush Jain was appointed to hold office for a period of five years from 10th August 2023 to 9th August 2028 approved by the shareholders vide special resolution passed at their 28th Annual General Meeting held on 28th September 2023. The Non-Independent Directors Mr. Narendra C Maher and Mr. Narendra Sakariya retired by rotation at the 28th AGM held on 28th September 2023 and have not been re-appointed in deference to their desire.

The Non-Independent Director Mrs. Preethi S Maher has resigned as Director due to her pre-occupations with effect from 31st March 2024.

Other than the above, none of the other Independent Directors have resigned during the year before the expiry of his / her term of appointment and there was no other change in the overall composition of the Board of Directors of the Company.

The Company has in place all the KMPs required to be appointed u/s 203 of the Companies Act, 2013. Mr. Chirag N Maher is the Managing Director & Chief Executive Officer, Mr. Jitesh D Maher is the Chief Financial Officer and Ms. Khadija Shabbir Bharmal is the Company Secretary appointed u/s 203 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

A familiarization program was conducted on 7th February 2024 for the Independent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. All the Directors attended the Familiarization programme. The details of the familiarization program conducted for Independent Directors has also been uploaded at the website of the Company at www.narendraproperties.com.

The Company has formulated Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, Key Managerial Personnel and other employees which has been put up on the website of the Company at www.narendraproperties.com.

AUDITORS & AUDITORS' REPORT Statutory Audit

The Statutory Auditors M/s SANJIV SHAH & ASSOCIATES, Chartered Accountants, Chennai, have conducted statutory audit for the year ended 31st March 2024 and their report to members is annexed hereto. The Auditors have issued an un-modified opinion on the Financial Statements audited by them for the year ended 31st March 2024.

Secretarial Audit

The Board had appointed Mr. Gopikrishnan Madanagopal, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this report.

Internal Audit

Mr. R Mugunthan, Independent Practicing Chartered Accountant is the Internal Auditor of the Company as required under section 138 of the Companies Act, 2013. The Internal Auditor reports to the Audit Committee and the periodical reports submitted by him are reviewed by the Audit Committee and the Board. No adverse findings were reported by the Internal Auditor during the year.

DISCLOSURES

Corporate Social Responsibility (CSR)

Your Board of Directors evaluated the Company's obligation u/s 135(1) of the Companies Act, 2013, to carry out CSR activities and are of the opinion that the Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities during the year ended 31st March 2024. In view of this no CSR activities was carried out during the year ended 31st March 2024.

Audit committee

The Audit Committee constituted by the Board satisfies the requirements prescribed under section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations. All the recommendations made by the Audit Committee during the year have been accepted by the Board.

Vigil Mechanism

The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at www.narendraproperties.com.

Meetings of Board

During the year six meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities provided.

The particulars of Investments made & Loans given Note 5: Notes to Financial Statements. The Company has not given any guarantees and has not provided any security during the year.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

As the Company is basically a construction company, the Provisions of Sec. 134 (3) (m) of the Companies Act, 2013, so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency during the year.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual return of the Company in Form MGT-7 for FY 2023-24 is available on the Company's website at www.narendraproperties.com.

Particulars of Employees and related disclosures

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed to this report.

Employees Stock Option Scheme

The Company has not formulated any Employees Stock Option scheme.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under the said Act during the year.

General

Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year: i. No deposits were accepted attracting the provisions of section 73 - 76 of the Companies Act, 2013. ii. The Company has not issued any equity shares during the year with differential rights as to dividend, voting or otherwise. iii. The Company has not issued any shares (including sweat equity shares) to any of its employees during the year. iv. The Company does not have any subsidiary, Joint venture or associate companies and as such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise. v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. vi. There were no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2024 and the date of this report. vii. The Board has reviewed the system in place to monitor compliance with all the applicable laws relating to Company's domain of operation and it has not come across any material non-compliance with such laws during the year. viii. The Company has not done any valuation or availed any one time settlement of loans from Banks or Financial Institutions during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company's Bankers HDFC Bank Limited, Bank of Baroda, Tamilnad Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.