Poddar Housing & Development Ltd

Dear Shareholders,

The Directors are pleased to present herewith the 41^st Annual Report of your Company, Poddar Housing and Development Limited along with the Audited Financial Statements for the Financial Year ('FY') ended March 31,2023.

(Rs. in Lakhs)

PERFORMANCE DURING THE YEAR

The standalone total revenue from operations decreased for the financial year 2022-2023 which stood at Rs.2,706.94 lakhs as compared to Rs. 6,350.20 lakhs in the previous year. However, during the year the company has incurred a net Loss after tax of Rs.7065.76 lakhs after tax as compared to the loss of Rs. 1,726.05 in the previous year.

The consolidated total revenue from operations for the year stood at Rs. 2.984.40 lakhs as compared to Rs. 6,553.80 lakhs in the previous year. The Consolidated net loss after tax for the year stood at Rs. 5,690.65 lakhs as compared to Rs. 2,901.65 lakhs in the previous year.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2022-23 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors' Report are forming part of this Annual Report.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India forms an integral part of this Report.

TRANSFER TO GENERAL RESERVE

During the year under review, there was no amount transferred to reserves of the Company.

DIVIDEND

In view of the losses incurred by the Company, your Directors do not recommend any dividend on equity shares for the financial year ended March 31, 2023.

The Company's distribution of dividend policy is available on our website, at https://www.poddarhousing.com

SHARE CAPITAL

The authorized share capital of your Company remains unchanged at 70,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital of the Company is 63,15,400 equity shares of Rs. 10/- each fully paid, aggregating Rs. 6,31,54,000. There has been no change in the issued, subscribed and paid-up capital of the Company during the year under review.

FINANCE

Cash and cash equivalent as at 31^st March 2023, was Rs. 55.12 Lakhs. During the year, the Company continues to focus on judicious management of its construction finance, Inter Corporate Deposit Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CHANGE IN NATURE OF BUSINESS

During the financial year 2022-2023 there has been no change in nature of business

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In compliance with Section 134(3)(l) of the Act, there are no material changes and commitments/events subsequent to the date of financial statements till the date of this report, affecting the financial position of the company.

The Company continues to maintain a positive outlook for the next financial year and will continue to monitor changes in future economic conditions.

SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by any regulators, courts or tribunals which would impact the going concern status of the company and also the Company's future operations.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9 containing details as on the financial year ended March 31, 2023 as required under Section 92 (3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules 2014, is available on website at https://www.poddarhousing.com

Listing / Delisting of equity shares

During the financial year 2022-2023, the Company has not delisted any equity shares on any of the stock exchanges. The number of equity shares listed remained unchanged throughout the year.

INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS

During the financial year 2022-2023, the Company has not inducted any strategic and financial partners

DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Details relating to deposits to be confirmed pursuant to Rule 8 of Companies (Accounts) Rules, 2014:

(a) accepted during the year - Nil

(b) remained unpaid or unclaimed as at the end of the year - Nil

(c) any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved - Not Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year 2022-2023 were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has formulated a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.poddarhousing. com. The particulars as required under the Companies Act, 2013 is furnished in "Annexure A" to this report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are detailed in Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As required under section 135 of the Companies Act, 2013, the Company has formed CSR committee and in past Company has spent funds by undertaking the specified and permissible activities for education, health and public hygiene under various CSR activities.

During the financial year, 2020-2021, 2021-2022 and 2022-2023, the Company had operational losses and hence there is no CSR liability for the financial year 2022-2023.

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate

Governance Report that forms part of this Report and marked as Annexure B

RISK MANAGEMENT POLICY

The Audit Committee closely monitors all risks that could have a negative impact on the Company. PHDL Management Team encompasses practices related to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, legal and compliance risks to achieving our key business objectives. Risks which were reviewed by the Audit Committee are Liquidity Risk, Regulatory Risk, Property Market Risk, Macro Economic Risk and Land title risk. The focus of risk management is to assess risks and deploy mitigation measures.

In accordance with Regulation 17(9) SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (herein after called Listing Regulations) the Board members have formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. Risk assessment and minimization procedures are set out to achieve the key objectives.

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 also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

WHISTLE BLOWER POLICY

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available at the website of the company: www.poddarhousing.com. The policy focuses on promoting ethical behavior in all its business activities and encourages employees to report concerns and unethical behavior, actual or suspected fraud or violation of the company's code of conduct and ethics. Under the said mechanism, employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use this mechanism.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company affirms that no director/ employee of the Company has been denied access to the Chairman of the Audit Committee and that no compliant was received during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment-free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment, including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.

Statement of the Complaints, if any received by the Company

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES / AND ITS PERFORMANCE

The Company has one subsidiary and a Joint Venture Company as follows:

Wholly Owned Subsidiary*

1) Poddar Habitat Private Limited

*(During the year under review, the company has disposed off investment & accordingly M/s Poddar Buildtech Private Limited and M/s Poddar Buildcon Private Limited ceased to be subsidiaries of the company.)

Joint Venture:

Viva Poddar Housing Private Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies is given herein below:

The audited financial statements, the Auditors Report thereon and the Board's Report for the year ended 31st March, 2023 for the above subsidiary are available on the Company's website: www.poddarhousing.com.

The Company will make available, the audited financial statements of the subsidiary Company i.e Poddar Habitat Private Limited to any Member of the Company on a request from a member.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association Mr. Rohitashwa Poddar (DIN 00001262), retires by rotation at the forthcoming Annual General Meeting, and being eligible offer himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming AGM on the terms and conditions mentioned in the Notice convening the AGM.

During the financial year Mr. Dilip J. Thakkar and Mr. Shrikant Tembey, Independent Directors of the Company have resigned from the Directorship w.e.f.29.09.2022 and 14.02.2023 respectively

In the current financial year 2023-2024, the Board of Directors in its meeting held on 23^rd May, 2023 appointed Mr. Suman Kumar Verma as an Independent Director.

Further your company at its Extra Ordinary General Meeting held on 22^nd August, 2023 the members of the Company approved and regularized appointment of Mr. Suman Kumar Verma as an Independent Director for a period of five years by passing ordinary resolution.

The Independent Directors confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

During the current financial year 2023-2024 Mr. Haroon Noor Mohamed Mansuri has been appointed as Company secretary & CFO of the Company w.e.f.04.09.2023.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) and 25 of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct. In the opinion of the Board of Directors, the independent directors fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management.

Further all the independent directors have confirmed that they are registered with the Independent Directors database.

Further, a familiarization program has been conducted for Independent Directors and the details are uploaded on the company website https://www.poddarhousing.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the new independent directors with the company, an information kit containing documents about the company - such as its Annual Reports, Investor Presentations and Code of Conduct of Directors and the Memorandum and Articles of Associ- ation were provided to them. The new independent director indi- vidually meets with board members and senior management. Visit to sites are also organized for the director. The top management also has one on one discussion with the newly appointed directors to familiarize with the company and its operations.

The cumulative hours spent by each of the Independent Director in this programme was approximately two hours.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134 of Companies Act, 2013 and SEBI's Listing Regulations, the Board has adopted a formal Annual performance evaluation of the Board, its Committees and Individual Directors including the Chairman and executive Directors. The exercise was carried out during the year through a structured evaluation process starting with a questionnaire sent to all Directors followed by discussions in specific manner covering various levels and aspects such as composition of the Board and its Committees, effectiveness of the process, and actual functioning, etc.

Separate exercises were carried out to evaluate the performance of individual Directors on specific parameters in board meeting held during the financial year 2022-2023.

The Chairpersons of the respective Committees, shared their views with the Board. The Directors express their satisfaction on implementation of evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy on Nomination and Remuneration which lays down the framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board Members, KMP and Senior Managerial Person. The Nomination and Remuneration Policy has been posted on the Company's website www. poddarhousing.com and the salient features of the policy form a part of the Annual report.

PARTICULARS OF EMPLOYEES AND THEIR DISCLOSURES:

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on any working day.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI's Listing Regulations"), the operations of the company are reviewed in detail in the Management Discussion and Analysis Report are forming part of Report.

DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The IND AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy in use.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND FINANCIAL CONTROLS

The Company has an effective Internal Control System, which commensurate with the size and scale of its operations.

The Company has in place adequate internal financial controls for ensuring efficient conduct of its business in adherence with laid- down policies; safeguarding of its assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information, which is commensurate with the operations of the Company.

M/s. Sunny Shah & Co., Chartered Accountants, are appointed with scope of the Internal Audit duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of statement of operations procedure, instruction manuals, accounting policy and procedures. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

Statutory Auditors and Audit Report

M/s. Bansal Banasal & Co, Chartered Accountants having Firm Registration No. 100986W, Mumbai were appointed as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 40^th AGM of the Company held on 29^th September,2022 , till the conclusion of the ensuing 45^th AGM to be held in the calendar year 2027.

The requirement for the annual ratification of auditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018 and therefore, the Board has not proposed the ratification of appointment of the said auditor at the ensuing AGM of the Company. As required under the provisions of Section 139(1) of the Act, the company has obtained a written certificate from the Auditors to the effect that they confirm with the limits specified in the said Section and they have also given their eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Act.

The Audit Report on the financial statements for the financial year 2022 - 2023 does not contain any qualifications, reservations or adverse remarks.

The statutory auditors are also required to issue the Independent Auditor's Report. The report issued thereupon has been attached along with the Standalone and Consolidated Financial Statements, respectively. The Board believes that systems in place provide a reasonable assurance that the Company's internal financial controls are designed effectively and are operating as intended.

Information referred in Auditor's Report are self-explanatory and do not call for any further comments.

Internal Auditors and Internal Audit Report

M/s. Sunny Shah & Company, Chartered Accountants (Firm Registration No. 140697W), Mumbai were appointed as Internal Auditors of the Company for conducting Internal Audit for the financial year 2022-2023. The quarterly Internal Audit Reports were discussed by the Audit Committee and Board of Directors in their respective meetings.

Further, the Board of Directors has approved the re- appointment of M/s. Sunny Shah & Company, Chartered Accountants (Firm Registration No. 140697W), Mumbai as Internal Auditors at their meeting held on 23^rd October, 2023 for conducting the Internal Audit of the Company for the financial year 2023-2024.

Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records. The accounts and records are made and maintained accordingly by the Company. M/s VJ Talati & Co, (Firm Registration No. R00213), Mumbai were appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2022-2023.

Further, the Board of Directors has approved the appointment of M/s VJ Talati & Co, Cost Accountants (Firm Registration No. R00213), Mumbai as Cost Auditors at their meeting held on 23^rd October, 2023 for conducting the Audit of the cost records maintained by the Company for the financial year 2023-24. The Remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 50,000/- plus applicable GST and reimbursement of traveling expenses and out of pocket expenses (at actuals) to the Cost Auditors to be ratified by the shareholders at the 41^st AGM.

Secretarial Auditors and Secretarial Audit Report

M/s. DM & Associates Company Secretaries LLP, Company Secretaries (Firm Registration No. L2017MH003500), Mumbai were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2022-2023.

The Secretarial Audit Report dated 14^th November, 2023 for the financial year 2022-2023, in form MR-3, Annexure-D.

Further, the Board of Directors has approved the re- appointment of DM & Associates, Company Secretaries LLP (Firm Registration No. L2017MH003500), Mumbai as Secretarial Auditors at their meeting held on 23^rd October, 2023 for conducting the Secretarial Audit of the Company for the financial year 2023-2024

REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 and disclosure as to foreign exchange earnings and outgo.

CONSERVATION OF ENERGY :

Technology absorption :

FOREIGN EARNINGS & OUTGO

CORPORATE GOVERNANCE REPORT

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. Report on Corporate Governance for financial year 2022-2023 is annexed to this report Annexure-E.

BOARD POLICIES:

The Company seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed Companies. The policies are available on the Company's website, at https://www.poddarhousing.com.

The policies are reviewed periodically by the Board and updated as and when required.

The details of the policies are provided in Annexure F of this report

Certificate on Compliance of Corporate Governance by the Company, Declaration on Code of Conduct by the Managing Director, Certificate from the Practicing Company Secretary for Non disqualification of Directors and Certificate from Managing Director and CFO of the Company in respect of financial and cash flow statements are attached with this report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01^st October 2017. The Company is in compliance with the revised secretarial standards.

INSURANCE

Your company has taken appropriate insurance for all assets against foreseeable perils.

ONE TIME SETTLEMENT OF LOAN OBTAINED FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, the Company has not obtained one- time settlement of loan from the banks or financial institutions.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

The details of unpaid / unclaimed dividend and shares transferred to the IEPF in compliance with the provisions of the Companies Act, 2013, has been provided in the Corporate Governance Report.

APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There was no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended March 31,2023, the Board of Directors to the best of its knowledge and belief confirm that :-

1) in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

2) have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

3) 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;

4) the annual accounts have been prepared on a 'going concern' basis.

5) the Company has laid down internal financial controls and such internal financial controls are adequate and operating effectively.

6) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, vendors, central and state governments for their support, and look forward to their continued assistance in the future. We thank our employees at all levels for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication, and commitment to your Company.