AFFLUENCE

DLF REAL ESTATE BUILDERS LIMITED
Regd. Office: 1E Jhandewalan Extension, Naaz Cinema Complex, New Delhi – 110055
CIN : U70200DL2008PLC182853 

DIRECTORS’ REPORT
To
The Members,

Your Directors have pleasure in presenting their 8th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2015.
 Financial Results

                                                                                                       (Amount in Rs.)

During the period under review, your Company did not undertake any major business activities.

Dividend

In view of the losses during the year under review, your Directors do not recommend any dividend for the financial year 2015-16. 

Transfer to Reserve

During the year under review, your Directors do not propose to transfer any amount to reserve.

Public Deposits

The Company has not accepted/ renewed any deposit(s) from the public during the year under review.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 and rules made there under, form part of the notes to the Financial Statements provided in this Annual Report.

Particulars of contracts or arrangements with related parties

Section 134(3)(h) of the Companies Act, 2013 requires that the report of the Board of Directors shall include particulars of contracts or arrangements with related parties as referred to in sub-section (1) of Section 188 of the said Act. During the period 2015-16, the Company has not entered into any related party contracts or arrangements as covered under Section 188(1) of the said Act. All other related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval.

Holding Company

During the year under review, your Company continues to be Subsidiary of DLF Home Developers Limited. DLF Limited is the Ultimate Holding Company of your Company.

Directors’ Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i)     in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii)     they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit and loss of the company for that period;

(iii)      they Have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv)     they have prepared the annual accounts on a going concern basis;

(v)      they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

Since the Company do not have any employee, the provisions of Section 197 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is not applicable.

Auditors

The Auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N / N500013), were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 6th Annual General Meeting till the conclusion of 11th Annual General Meeting i.e for period of Five Years (subject to ratification of their appointment at every annual general meeting). The Board of Directors recommend ratification of appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants, to hold office from the conclusion of 8th Annual General Meeting till the conclusion of the 9th annual general meeting. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Auditors’ Report           

There is no qualification or adverse remarks in the Auditors’ Report on the Financial Statement of the Company.  The Report is self-explanatory and therefore, in the opinion of the Directors, does not call for any further explanation.

Directors

Pursuant to Section 152 of the Companies Act, 2013 Mr. Arvind Singh  (DIN 02254826) liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.  The Board of Directors recommend his re-appointment.

Board Evaluation

Pursuant to the provisions of the Act, the evaluation of Board, Committee(s) and individual Directors was carried out based on the structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company etc.

The evaluation process also focused on various aspects of the Board and Committees functioning such as composition of Board and Committees, experiences and competencies, performance of specific duties etc. further separate exercise was carried out to evaluate the performance of individual directors on parameters such as attendance, participation, contribution and independent judgement. The Directors expressed their satisfaction with the evaluation process.

Meeting of Board of Directors 

In terms of the provisions of the Section 134(3)(b) and 173 of the Companies Act, 2013, the Board met 5 (Five) times during the Financial year 2015-16 viz., 18th May,11th August, 29th October, 2015, 25th January, and 29th March 2016. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Committees of Board of Directors

In accordance with the provisions of the Companies Act, 2013, following Committee(s) have been constituted:

• Audit Committee
• Nomination and Remuneration Committee
 
(i) Audit Committee

In compliance with the provisions of Section 177 of the Act, the Audit Committee comprises the following Members:-

All decisions / matters as recommended by the Audit Committee were accepted by the Board of Directors.

During the Financial year 2015-16, Four meeting of the Audit Committee were held on 18th May,11th August, 29th October, 2015 and 25th January 2016.

(ii) Nomination and Remuneration Committee

In compliance with the provisions of Section 178 of the Act, the Nomination & Remuneration Committee comprises the following Members:-

During the year 1(one) Nomination and Remuneration Committee was held on 18th May, 2015.

Remuneration Policy

The Company has, based on the recommendation of the Nomination & Remuneration Committee and approval of the Board, formulated Nomination and Remuneration Policy for selection and appointment of Directors and Key Managerial Personnel. The Nomination and Remuneration Policy containing guiding principles for Board Evaluation criteria.  The same is available at the registered office of the Company during business hour on all working day of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo, etc .

The particulars required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given at Annexure-A hereto and form part of this Report.

Extract of Annual Return

The extract of the Annual Return in MGT Form 9 as provided under Section 92(3) is annexed herewith as Annexure “B”

Risk Management & Internal financial control

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company is continuously reviewing the internal financial control systems and risk management process to further strengthen the same. These are tested and significant audit observations and follow up actions thereon are reported to the Audit Committee.

Acknowledgement

Your Directors wish to place on record their gratitude for assistance and co-operation received from the stakeholders, Bankers, vendors, customers and business associates who have extended their valuable sustained support and encouragement during the year under review. 
 
For and on behalf of the Board of Directors
 


(Debashis Mukherjee)         (Atul Srivastava)
 Director                                   Director
 DIN 02319895                   DIN 01802182  

Place:  Gurgaon 
Dated:  20.05.2016
 
Annexure-A

Disclosure of particulars u/s 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014  are given as under:

A. CONSERVATION OF ENERGY:

B. TECHNOLOGY ABSORPTION:

For and on behalf of the Board of Directors
 


(Debashis Mukherjee)    (Atul Srivastava)
 Director                         Director
 DIN 02319895             DIN 01802182  

Place:  Gurgaon
Dated:  20.05.2016

Review of Operations and Future Outlook During the period under review, your Company did not undertake any major business activities.

A.        CONSERVATION OF ENERGY:   (a) the steps taken or impact on conservation of energy: Nil (b) the steps taken by the company for utilising alternate sources of energy   Nil (c) the capital investment on energy conservation equipments   Nil  

B.         TECHNOLOGY ABSORPTION:     (a) the efforts made towards technology absorption None (b) the benefits derived like product improvement, cost reduction, product development or import substitution N.A (c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-   The details of technology imported   The year of import   Whether the technology been fully absorbed   if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.     N.A (d) The expenditure incurred on Research and Development   None

C.        FOREIGN EXCHANGE EARNINGS AND OUTGO:                            (f) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow (Amount/Rs. in Lacs) 2015-16         2014-15 NIL                      NIL NIL                      NIL        

Directors’ Responsibility Statement In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: (i)     in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii)     they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit and loss of the company for that period; (iii)      they Have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv)     they have prepared the annual accounts on a going concern basis; (v)      they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.