Your Directors have the pleasure of presenting the 85thAnnual Report with the Audited Statement of Accounts of the Company for the year ending 31st March 2024.
FINANCIAL PERFORMANCE
(Amt. in Rs. Lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Total Income
|
398.92
|
286.41
|
369.08
|
286.41
|
|
Profit/(Loss) before exceptional items and tax
|
(85.72)
|
(83.92)
|
(115.56)
|
(83.92)
|
|
Exceptional Items
|
-
|
-
|
-
|
-
|
|
Profit before tax from Continuing Operations
|
(85.72)
|
(83.92)
|
(115.56)
|
(83.92)
|
|
Tax Expense (Current and Deferred Tax)
|
336.75
|
56.48
|
336.75
|
56.48
|
|
Net Profit/(Loss) after Tax from Continuing Operations
|
(422.47)
|
(140.40)
|
(452.32)
|
(140.40)
|
|
Profit/ (Loss) before Tax From Discontinued Operations
|
(27.25)
|
(356.54)
|
(27.25)
|
(356.54)
|
|
Tax Expense of Discontinued Operations
|
(10.26)
|
(66.85)
|
(10.26)
|
(66.85)
|
|
Share of Profit of Associate Company
|
-
|
-
|
28.08
|
119.58
|
|
Net Profit / (Loss) for the year from discontinued & Continuing operations
|
(439.46)
|
(430.09)
|
(441.23)
|
(310.51)
|
|
Other Comprehensive Income
|
5.73
|
84.06
|
5.73
|
84.06
|
|
Total Comprehensive Income for the year, net of tax
|
(433.73)
|
(346.03)
|
(435.50)
|
(226.45)
|
Note:
Consolidated results show the company's sharein the net profit of the associate company,viz. Navasasyam Dandekar Private Limited.
DIVIDEND
Considering the Company's financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2023-24.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
1. This section includes discussion on the following matters within the limits set by the Company's Competitive position:
(A) OVERVIEW
G. G. Dandekar Properties Limited [Formerly known as G. G. Dandekar Machine Works Limited] (The Company) is addressing real estate business.
The Company during the year under review did not make any addition into the number of its properties. The commercial property in Pune is generating steady lease rental income in form of license fees for the company.
Considering the developments in the economic and commercial environment, the Company has diversified into real estate and leasing of property business by making modification in the object clause of Memorandum of the Company. The change in the object clause in the financial year 21-22 and the change in name of the Company in the year under review helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady returns over the long term, which shall ensure consistent value creation for the members of the company. The Company foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may positively impact the financial performance of the Company.
Associate Company:
The company has an associate company which was formed as joint venture company with subject experts who brought in with them rich industry experience in non-rice segment. The associate company has shown positive results and gains for the company. It has helped company to graduate from rice milling machinery business to various other grains, legumes, and spices etc.
The Company continues to operate in only one vertical commercial real estate - leasing of property.
(B) GLOBAL ECONOMY
"Global economy remains remarkably resilient, with growth holding steady as inflation returns to target," the IMF said while predicting the global real GDP growth at 3.2% for 2024 and 2025, the same rate as in 2023. Global real gross domestic product (GDP) growth is estimated at 3.2% in CY 2023, and projected to grow at the same rate in CY 2024 and CY 2025.
The IMF report attributed the slow pace of growth to several factors such as high borrowing costs, withdrawal of fiscal support, long-term effects of the COVID-19 pandemic, Russia's invasion of Ukraine, weak growth in productivity and increasing geoeconomic fragmentation. Global inflation moderated from its peak in the middle of CY 2022 while economic activity continued to grow, thus averting a possible global recession.
IMF expects global headline inflation to fall further from the annual average of 6.8% in 2023 to 5.9% in 2024 and to 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging markets and developing economies. Risks to the global outlook for 2024 seem broadly balanced. These risks arise from price spikes stemming from geopolitical tensions and regional conflicts such as those in Gaza, attacks in the Red Sea, and continued war in Ukraine, a slower than expected decline in core inflation and interest rates remaining higher than expected.
On the upside are factors such as a short-term fiscal boost as many countries go to elections in 2024, faster monetary policy easing, and increase in productivity from technologies such as artificial intelligence.
(C) INDIAN ECONOMY
In 2023-24, as per current estimates, it is estimated to have grown 7.3 per cent on top of the 9.1 per cent (FY22) and 7.2 per cent (FY23) in the previous two years, and the economy is generating jobs. This impressive post pandemic recovery has seen the urban unemployment rate decline to 6.6 per cent. Since May 2023, the number of net new subscribers to EPFO in the age group 18-25 years has consistently exceeded 55 per cent of the total net new EPF subscribers. The government has extended the Pradhan Mantri Gharib Kalyan Anna Yojana for 80 crore citizens for five more years until December 2028.
Further, the government, despite the conflict in Ukraine and disrupted supplies, has managed crude oil purchases at the right price so that retail prices of petrol and diesel did not have to be increased for more than eighteen months. The government gave a 50-year interest-free loan of ?1 lakh crore to states in FY23 and announced another ?1.3 lakh crore of 50-year 12India's Economy to Rebound as Pandemic Prompts Reforms (imf.org)
The Indian Economy: A Review 6 interest-free loan in FY24. From April to November 2023, the states utilized more than ?97,000 crore out of the ?1.3 lakh crore of interest-free loans under the Special Assistance to states for Capital Investment that the Centre budgeted for Fy24. . Resultingly, the states are improving their infrastructure, like schools, rural roads, electricity provision, etc. States' capital expenditure was up more than 47 per cent in the six months between April-September 2023 compared to April-September 2022.
Resilient economy - what made India resilient ?
The word 'resilience' is defined in the Cambridge dictionary as “the ability of a substance to return to its usual shape after being bent, stretched, or pressed.” In recent years, if there is one major economy in the world that displayed that quality beyond any reasonable doubt, it is India. After the pandemic-induced contraction in FY21, the Indian economy recorded two years of above-7 per cent growth and looks set to repeat it for the third year in FY24. In the first half of the current financial year, the economy has grown 7.6 per cent in real terms compared to the first half of FY23. Barring unforeseen global developments and based on historical patterns of growth in the second half, the overall growth rate for the year may even exceed the Reserve Bank of India (RBI) projection of 7 per cent. The National Statistical Office, in its First Advance Estimates, has estimated India's real GDP to grow at 7.3 per cent in FY24, higher than the forecast made by various national and international agencies.
India's real GDP is estimated to grow at an average of 7.9 per cent between FY22 and FY24. Very few economies in the world, if any, have maintained the post-Covid recovery as consistently as the Indian economy has done.
From IMF world outlook regarding Indian economy:
The International Monetary Fund (IMF) has raised India's growth forecast for 2024-25 to 6.8% from 6.5% on the back of strong domestic demand and a rising working-age population.
The Reserve Bank of India, the country's central bank, estimates the economy to grow at 7% in the current financial year that started on April 1.
The IMF estimates Asia's third largest economy's gross domestic product to grow at 6.5% in the next financial year, it said in the World Economic Outlook released on 16 April 2024.The agency also revised upwards the growth figure for 2023-24 to 7.8% from 6.7% it had forecast in January. India's own official estimates had pegged growth at 7.6%.
Growth surprised on the upside in the second half of 2023 as robust domestic demand fuelled activity, especially in emerging Asian economies. Malaysia, the Philippines, Vietnam, and most notably India, recorded sizable positive growth surprises. Growth for the region reached 5 percent in 2023, much stronger than a growth of 3.9 percent in 2022, and this represents a 0.4 percentage points higher than what we had projected in the October 2023 Regional Economic Outlook, and the momentum carries over into 2024. We now project the region to grow by 4.5 percent in 2024 and upward revision of 0.3 percentage points relative to October. With this, Asia would contribute about 60 percent of global growth. The region is projected to grow by 4.3 percent in 2025.
The driver of growth- for India, we expect investment to contribute disproportionately to growth, much of it public, especially in India. In emerging Asia, outside China and India, robust private consumption will remain the main growth engine.
(D) INDUSTRY STRUCTURE AND DEVELOPMENT
Real Estate is one of the industries with the highest international recognition. It is divided into four sub-sectors: residential, retail, hotel, and commercial. The expansion of this sector is largely supported by the expansion of the business environment and the need for office space, as well as urban and semi-urban housing.
The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally. The real estate sector contributed around 7% to India's GDP in FY 201819, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270 industries.
The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms, promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e-commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.
(E) OPPORTUNITIES AND THREATS
The demand for commercial real estate has increased as a result of the booming economy and the returning workers to offices, as was previously said however with another issue that is becoming more significant is the rise of co-working spaces. Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the increase in demand.
Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.
Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it profitable for developers. This has fueled the creation of a number of new office space projects that are currently under construction and will be open soon.
Threat related real estate industry include following amongst others:
1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes leadership economic environment gets influenced. A war between the countries may affect the real estate industry.
2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.
3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry.
4. Natural disaster-When natural disaster occurs, it affects the real estate industry adversely.
(F) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE
Your company continues to operate in 1 segment only which is real estate leasing of property.
In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by
Mercer's 21st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income. The city's real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. India's Smart Cities Mission has driven the growth of Pune's urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.
(G) OUTLOOK
Commercial Real Estate in India:
India's commercial real estate market has been steadily growing, and the rise of small and medium real estate land developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of robust office infrastructure has increased the country's economic activity, creating opportunities for real estate-focused startups.
Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and automobile industries. It is home to many large corporations, including Amazon, TATA, and Infosys, making it an ideal location for commercial real estate investments.
The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers. India's population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. India's urban population is expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage is expected to translate into increased real estate demand.
The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing investments.
The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the positive sentiments in these markets resulting in growing property sales.
(H) RISK AND CONCERNS
The Company continues to operate in Real-estate- leasing of property since the FY 2022-23. Though this business in the evolving stage, following risks are identified:
• Geographic risk - The Company's focus on a few areas could affect growth.
• Funding risk -The Company is regular in repayment of the loan availed.
• The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023. Outstanding amount of borrowing as on 31 March 2024 stands to ? 437.09 lakhs. The Company has a strong debt-equity ratio.
• Competition risk - The Company's expertise in project planning and execution, along with the expertise of its directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in real estate segment.
Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further investments in development of projects.
(I) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.
(J) COMPANY'S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Standalone:
During the financial year under review, your company has achieved turnover of Rs. 296.02 Lakhs (previous year Rs. 250.89 Lakhs). The Loss before exceptional items and tax for the period is Rs. 85.72 Lakhs (as against loss of Rs. 83. 92 Lakhs during the previous year). The net loss for the period is Rs.439.46 Lakhs (as against net loss Rs. 430.09 Lakhs during the previous year).
Consolidated (Includes PAT of Associate Company proportionate to Company share):
During the financial year under review, your company has achieved turnover of Rs. 296.02 Lakhs (previous year Rs. 250.89 Lakhs). The loss before exceptional items and tax for the period is Rs. 115.56 Lakhs (as against loss of Rs. 83. 92 Lakhs during previous year). The net loss for the period is Rs. 441.23 Lakhs (as against net loss Rs. 310.51 Lakhs during previous year).
(K) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED
During the year under review, there was no material development in human resources. The Company seeks to recruit and retain quality industry professionals and provide them with a performance-oriented environment.
During the financial year, total workforce of the Company stands at 5, as on 31st March 2024, the number of employees was 3.
(L) ENVIRONMENT
The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.
(M) CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
(N) LISTING FEES
The annual listing fees for the year under review have been paid to BSE Limited, where your Company's shares are listed.
(O) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2024, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.
There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.
The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:
|
Sr.
no.
|
Particulars
|
Ratio as on 31 March 2024
|
Ratio as on 31 March 2023
|
Percentage of change
|
Explanations, if any
|
|
1.
|
Debtors' Turnover*
|
202.21
|
63.09
|
220.52
|
Marginal increase in revenue and improvement in debtors recovery
|
|
2.
|
Creditors' Turnover*
|
5.68
|
0.00
|
0.00
|
-
|
|
3.
|
Inventory
|
0.00
|
0.57
|
(100)
|
Manufacturing activities discontinued in FY 2022-23, No inventory and goods purchases during the year
|
|
4.
|
Interest Coverage Ratio
|
3.64
|
1.52
|
139.87
|
Improvement in EBITDA due to increase in Other Income.
|
|
5.
|
Current Ratio*
|
5.04
|
5.35
|
(5.83)
|
-
|
|
6.
|
Debt Equity Ratio*
|
0.09
|
0.09
|
4.03
|
-
|
|
7.
|
Return on Capital employed
|
(0.01)
|
(0.07)
|
(81.88)
|
Improvement in EBIT as compared to previous year.
|
|
8.
|
Return on investment
|
0.14
|
1.39
|
(90.06)
|
Major investment sold during FY 2022 - 23
|
|
9.
|
Return on Equity Ratio
|
(0.09)
|
(0.08)
|
10.29
|
-
|
|
10.
|
Net Profit Margin* (%)
|
(110.16)
|
(141.39)
|
22.08
|
-
|
|
11.
|
Operating Profit Margin (%) continued operations
|
(1.43)
|
(0.56)
|
155.03
|
The company during the previous year discontinued its manufacturing activities. Reduction in the ratios due to current year’s loss as compared to last year.
|
|
12.
|
Operating Profit Margin (%) dis-continued operations
|
(1.19)
|
(20.05)
|
(94.08)
|
Note:
Last year figures are re-grouped/updated as necessary.
* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.
There are no sector specific equivalent ratios for disclosure by the Company.
RETURN ON NET WORTH:
Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:
|
Sr.
no.
|
Particulars
|
Ratio as on 31 March 2024 in Rs.
|
Ratio as on 31 March 2023 in Rs.
|
% of change
|
Explanations
|
|
1.
|
Net Worth
|
(9.24)
|
(6.75)
|
36.94
|
Loss for FY 24 includes provision for taxes (Rs.307.80 lakhs) and Loss for FY 23 includes impairment to Fixed Assets(Rs.211.57 lakhs)
|
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
ANNUALRETURN:
As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2022-23 is available on the web-link : https://www.ggdandekar.com/wp-content/uploads/2023/12/G-G-Dandekar-Properties-Limited-Annual-return-form-MGT-7-FY-22-23-pdf.pdf and the Annual Return for Financial Year 2023-24 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Five (5) Meetings of the Board of Directors were convened and held on 10 April 2023, 30 May 2023, 08August 2023, 09November 2023 and06 February 2024. The intervening gap between the Meetings was within the period prescribed under the Act.
|
Date on which meeting was held
|
Total strength of the Board
|
Number of directors present
|
|
10 April 2023
|
5
|
5
|
|
30 May 2023
|
5
|
5
|
|
08 August 2023
|
5
|
5
|
|
09 November 2023
|
5
|
5
|
|
26 December 2023
|
5
|
5
|
|
06 February 2024
|
5
|
5
|
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors' Responsibility Statement, your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;
b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the loss of the Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and
f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b)& 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Company's website.
All the Independent Directors of the Company have enrolled themselves in the data bank with the 'Indian Institute of Corporate Affairs', New Delhi, India and eligible Independent Directors have completed the proficiency test.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/03/Nomination-and-Remuneration-Policv G.-G.-Dandekar-Properties-Limited.pdf
AUDITORS
a. Statutory Auditor
As per the provisions of Section 139 of Companies Act 2013, M/s C N K J M B S& Associates, Chartered Accountants, Pune was appointed in the 80th AGM held on 27.09.2019 for a period of five years. The tenure of the Auditors would be completed on the conclusion of the 85thAnnual General Meeting as contemplated by the provisions of Section 139 of the Companies Act, 2013. The Board of Directors in its meeting held on 30 May 2024, has recommended reappointment of the statutory auditors for next term of 5 years till conclusion of the 90th Annual General Meeting of the members of the Company.
The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The auditor's report does not contain any qualification, reservation, adverse remark or disclaimer.
b. Secretarial Auditor
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 Mr. Mahesh Athavale, Partner -Kanj & Co LLP, Practicing Company Secretary (Membership No. FcS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company.
c. Cost Auditor
As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.
d. Internal Auditor
As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CA Aditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.
EXPLANATION ON COMMENTS OF STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORT:
Statutory Audit Report
There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J M B S & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.
Secretarial Audit Report
The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as 'Annexure I'.
Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remark which is self-explanatory.
The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2023-24 and the response of the management to the same:
|
Sr. No.
|
Observations of the secretarial auditor
|
Response of the management to the same
|
|
1.
|
The Company formulated in the year under report the orderly succession plan for appointment to the board of directors and senior management regulation 17(4) of SEBI (LODR) Regulations, 2015 in the meeting of Board of Directors held on August 8, 2023.
|
There was a change in Board of Directors and Compliance management personnel, during FY 2022-23, the Board of Directors became stable and orderly succession plan was worked out in due course of time and was adopted on 08 August 2023.
|
|
2.
|
The Company has not yet adopted risk assessment and minimization procedures as per Regulation 17(9)(a) and (b) of SEBI (LODR) Regulations, 2015.
|
The various presentations made at the meetings of Audit committee and Board of Directors from time to time are the procedures to inform the members of the Board of Directors about risk assessment and minimization procedures. The thorough discussions at meetings held at regular intervals are in our view sufficient to inform the members of the Board about the risks.
When events occur which are not in ordinary course of business, specific discussion takes place, opinions from experts are placed before the Board members.
|
|
3.
|
The Chairperson of the Audit Committee was not present in the Annual General Meeting held on September 26, 2023. This is non-compliance of Regulation 18(d) of the SEBI (LODR) Regulations, 2015.
|
Due to some important travel plan and difference in the time zone of 2 countries, the Chairperson of audit committee could not attend the AGM held on 26 September 2023.
|
|
4.
|
There was a delay of one day in giving prior intimation to the stock exchange of Board Meeting held on May 30, 2023 for considering and approving audited standalone and consolidated financial results for the quarter and year ended March 31,2023 as required pursuant to Regulation 29(1) (a) of SEBI (LODR) Regulations, 2015.
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Inadvertent delay.
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5.
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The Company intimated to the Stock Exchange the outcome of Board Meeting held on 30th May 2023 with a delay of 35 minutes beyond stipulated timeframe as mentioned in Regulation 30(6) of SEBI (LODR) Regulations, 2015.
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The notes forming part of the financial statements were revised on the basis of discussion at the meeting therefore more time was required to submit the results along with revised notes with stock exchange.
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Sr. No.
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Observations of the secretarial auditor
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Response of the management to the same
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6.
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There was delay of 6 hours and 42 minutes in submission of the proceedings of Annual General Meeting held on 26th September 2023 with Stock Exchange as per the stipulated timeframe under Regulation 30(6) of SEBI (LoDR) Regulations, 2015.
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The scrutinizer’s report was awaited in order to submit outcome of the AGM - resolutions were passed or not was to determined based on scrutinizers report, therefore could not submit within prescribed time.
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7.
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The Company submitted information regarding loss of share certificates and issue of duplicate certificates received on April 13, 2023 and May 31, 2023 respectively to the Stock Exchange with a delay of 7 days and 40 days beyond the stipulated timeframe as per Regulation 39(3) of SEBI (LODR) Regulations, 2015.
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Inadvertent delay.
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8.
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There was delay of 1 year 1 month from conclusion of six months from the change of activities of the Company, for changing the name of the Company in order to comply with Regulation 45 of SEBI (LoDr) Regulations, 2015.
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The Company had been taking steps to change its name-due to technical issues related to Ministry of Corporate Affairs V3 portal, the company has made couple of unsuccessful attempts for reservation of proposed name.
The company has prepared a draft application to be sent to SEBI regarding the matter. The same has been sent over mail for review/comments to your office.The company in its meeting of Board of Directors held on 30 May 2023 has passed a resolution for change in name subject to the approval of the shareholders to be obtained in due course.
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9.
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The Company did not procure and attach certificate from a Practicing Chartered Accountant as contemplated by Regulation 45(3) of the SEBI (LODR) Regulations, 2015 to the postal ballot notice issued to shareholders on June 28, 2023. The Company placed the certificate from Practicing Chartered Accountant before members in the postal ballot notice dated December 26, 2023.
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Inadvertent non-compliance-the Company ratified the noncompliance by placing certificate from practicing company secretary before members in the postal ballot notice dated December 26, 2023.The Company received approval of members on January 25, 2024 and complied with the provision of the said regulation.
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10.
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The Company failed to comply with Section 108 of the Companies Act 2013 read with Rule 20 Companies (Management and Administration) Rules, 2014 and Regulation 47 of the SEBI (LODR) Regulations, 2015 as the Company had not published the Notice of the Annual General Meeting simultaneously with the submission of the same to the stock exchange in English language national daily newspaper and in one daily newspaper published in the language of the region, where the registered office of the Company is situated.
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Inadvertent non-compliance.
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11.
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The Company failed to disseminate the disclosures in respect of the outcome of Board meeting dated August 08, 2023 and number of programs attended by independent directors during the period under review under Regulation 46(2) and regulation 30 (8) of SEBI (LODR) Regulations, 2015 on its website.
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Details of familiarization programs imparted to the independent directors are available on website. However, during the period under review number of programs attended by independent directors (during the year and on a cumulative basis till date) was not included for certain period. Currently required details are available in the document placed on the website.
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12.
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The Company has filed few e-forms with the Ministry of Corporate Affairs website with payment of additional fees.
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Inadvertent delay in filing.
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PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. Theinvestmentin property is continued: Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8 13, CTS no. 1409 1410 Erandwane, Pune 411004.
Company has sold following investments in shares during the year under review
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Date of Sale
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Name
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No of Shares
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Sale Proceeds*
(Rs. in Lakhs)
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08-08-2023
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Kirloskar Management Services Private Limited
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3,75,000
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62,92,500
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08-08-2023
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S. L. Kirloskar CSR Foundation
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1,000
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10,000
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Total
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63,02,500
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Note:
Values of sale proceeds are given net of brokerage.
The Company has received payment against sale of shares as mentioned above. The profit earned by the Company from sale of investment was Rs. 25.42 Lakhs.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:
The contracts or arrangements entered into by the Company with Related Parties during the financial year 2023-2024 were at arm's length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015including amendments are applicable to the Company for FY 2023-24 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The policy on Related Party Transactions as adopted by the Board is uploaded on the Company's website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.
STATE OF COMPANY'S AFFAIRS:
Discussion on the state of Company's affairs has been covered in the Management Discussion and Analysis Report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There was no material change in real estate activities between the date of balance sheet and date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy and Technology Absorption:
Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as 'Annexure II’
B. Foreign exchange earnings and Outgo:
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Sr.
No.
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Particulars
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2023-24
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2022-23
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1.
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Foreign Exchange earned in terms of actual inflows during the year
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Nil
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Nil
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2.
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Foreign Exchange outgo during the year in terms of actual outflows
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Nil
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Nil
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RISK MANAGEMENT PLAN:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As on 31st March 2024, net worth of the Company is 46.69 croreswhich is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore.The provisions of section 135 of the Companies Act, 2013 arenon-applicable to the Company for FY 2023-24. The Board of Directors of the Company constituted the Corporate Social Responsibility committee on 30 May 2022however, it was not required to spend any amount on CSR activitiesin FY 2023-24.
In the meeting of Board of Directors held on 30 May 2024, the Board of Directors has unanimously resolved and dissolved the Corporate Social Responsibility committee.
BOARD EVALUATION:
Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee of the Board has been carried out.
The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.
The manner in which the evaluation has been carried out is provided below.
Criteria for performance evaluation:
The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:
i. Attendance for the meetings, participation and independence during the meetings;
ii. Interaction with Management;
iii. Role and accountability of the Board and
iv. Knowledge and proficiency.
DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):
Your Company has an associate company 'Navasasyam Dandekar Private Limited' (NDPL). Your company holds 49% of equity share capital in the Associate Company.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited)for the year 2023-24and profit after tax is consolidated with the company's financial results in proportion of company's shareholding in associate company. Associate company has clocked a turnover of Rs. 2,800.27 Lakhs in the financial year ended on March 31st 2024 (previous year Rs. 3146.54 Lakhs), profit before tax is Rs. 72.76 Lakhs (previous year Rs. 291.83 Lakhs) and profit after tax is Rs. 55.21 Lakhs (previous year Rs. 236.22 Lakhs).
On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company& was allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/- per share aggregating to Rs. 380.01 Lakh.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of business and the Company continues to operate in real estate leasing activities only.
DEPOSITORY SYSTEM
Your Company's equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2024, 96 % of the equity shares of the Company were held in dematerialised form.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2023-24:
In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Pranav Deshpande (DIN: 06467549) will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The resolution seeking Members' approval for his re-appointment forms part of the AGM
Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.
During the year under review, no new director or KMP was appointed, however, after end of financial year under review, based on the recommendation of the Nomination and Remuneration Committee and Board of Directors:
1. Mr. Purab Gujar (DIN: 01186763) was appointed as an Additional Director Non-Executive Non-independent Directorand he was designated as Chairperson of the Board of Directors w.e.f. 30.05.2024.
2. Mrs. Vibha Surana (DIN: 08017202) was appointed as an Additional Director Non-Executive Non-independent Director w.e.f. 30.05.2024.
The Board of Directors recommend the members to approve appointments of Mr. Purab Gujar and Mrs. Vibha Surana at the ensuing 85th Annual General Meeting.
During the year under review, no director or KMP resigned from the posts, however, after end of financial year under review:
1. Mr. Pawan Rathi, Independent Director ceased to be Independent Director w.e.f. 16.05.2024due to completion of his tenure on 15.05.2024. The Company received letter from him expressing his unwillingness to get re-appointed. The said letter was filed with BSE Limited on 15.05.2024.
2. Mrs. Smita Raichurkar, Non-Executive Non-independent Director, resigned as Director w.e.f. 30.05.2024 due to her pre-occupation.
The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors appointed during the year, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company's operations in future.
The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements.
Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
BOARD COMMITTEES:
Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently four committees of the Board, namely:
Ý • Audit Committee
Ý • Nomination & Remuneration Committee
Ý • Stakeholders' Relationship Committee
Ý • Corporate Social Responsibility Committee (dissolved w.e.f. 30 May 2024)
The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/
During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.
INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The relevant information pursuant to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure III' to this report.
VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism ('the Policy'). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.
No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.
The policy has also been uploaded on the Company's website.Web-link to access the same is below: https://www.ggdandekar.com/wp-content/uploads/2024/03/Whistle-Blower-Policy G.-G.-Dandekar-Properties-Limited.pdf FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of 'Code of Conduct for the Board of Directors and Senior Management of the Company', 'Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives
of Designated Persons of the Company', 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company' (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.
The details of the familiarization program have been put on the website of the Company which can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/05/Familiarization-programme-for-independent-directors v1.pdf
CODEOF CONDUCT
The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Company's website, which can be accessed athttps://www.ggdandekar.com/wp-content/uploads/2024/03/Code-for-Board-of-Directors-and-Senior-Management G.-G.-Dandekar-Properties-Limited.pdf
All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of this Report.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Company has obtained Directors' and Officers' liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.
CASH FLOW
A cash flow statement for the year ended 31st March 2024 is attached to the Balance Sheet as a part of Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company has formed CSR committee however, the provisions of section 135 read with Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR activities was not applicable during the year under review.
CORPORATE GOVERNANCE:
As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 continued to be applicable to the Company for FY 2023-2024.
The Company during the year under review complied with the same except the following:
1. The orderly succession plan for appointment to the Board of Directors and senior management was adopted on August 8, 2023.
2. Risk Management framework has been formulated; however, risk assessment and minimization procedures are yet to be adopted.
3. Absence of the Chairperson of the Audit Committee at the Annual General Meeting held on September 26, 2023 due to unavoidable reason.
4. During the year under review, the break-up of number of familiarization programs attended by independent directors in during the year and on a cumulative basis till date was not available for a period on the website.
In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure A to the said report and forms part of the Annual Report.
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.
No complaints were received during the year 2023-24.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 including amendments thereunder, forms part of this report. In terms of Section 136 (1) of the Companies Act, 2013 & Rules thereof including amendments thereunder, the Directors' Report is being sent to the shareholders without this Annexure. A copy of this annexure will be made available in electronic form to the Members on request raised by them on the dedicated email id of the Company at cs@ggdandekar.com.
DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:
There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2023-24 requiring the disclosure under section 197(14) of the Companies Act, 2013.
EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGMENTS
Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees, and bankers, during the year under the report.
For and on behalf of the Board of Directors
Purab Gujar Pranav Deshpande Sanket Deshpande
Chairperson Non-Executive Director Executive Director Independent Director
DIN:01186763 DIN: 06467549 DIN: 03383916
Address: Dhanashree Society, Address: 181, Sanjeevan Society, Address: New Manisha Nagar,
Karve Nagar, Pune 411052 Sahakar Nagar, Pune 411009 Kalyan West- Mumbai 421301
Place : Pune Date : 25 July 2024
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