To The Members,
HOMESFY REALTY LIMITED
Your directors are pleased to present the 13th Annual Report of “Homesfy Realty Limited” (“the Company”) on the business and operations and Audited Financial Statements of the Company for the year ended March 31, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The financial highlights for the financial year ended March 31, 2024 is summarized below:
2. OVERVIEW AND COMPANY PERFORMANCE:
During the year under review, the company has recorded a total revenue from operations of Rs 6,039.33 Lakh as compared to the previous year which was Rs 5,302.67/- Lakh recording a growth in revenue of 13.89%. Further during the year, the Company has earned net profit of Rs 374.65 Lakh as compared to net profitof Rs 247.96 Lakh in the previous year.
In the financialyear, the Company has made substantial strides in consolidating its position within the Indian real estate brokerage market. Despite a competitive landscape and economic fluctuations, our strategic focus on expansion, technology integration, and customer-centric services has propelled us to achieve notable growth.
Throughout the year, the Company demonstrated robust performance, with a remarkable 13.89% increase in overall revenue and growth in transaction volume compared to the previous year. Furthermore, profitability of Company has increased by 51.09% which shows effective management of cost and expenses. Our strategic expansion into new cities has successfully diversified our market reach and fortified our brand presence. Additionally, our targeted marketing initiatives and personalized client services have resulted in rise in customer satisfaction and repeat business. We continue to invest in our team, with enhanced training programs that have contributed to improvement in agent productivity and the Company has also granted Employee Stock Options to eligible employees after closure of financial year 2023-24. Moving forward, we remain committed to driving innovation and excellence, positioning the Company for sustained growth and leadership in India?s dynamic real estate brokerage sector.
The unwavering support and strategic guidance of our Board of Directors have been instrumental in the Company's achievements and growth over the past year. We deeply value their expertise and dedication, their ongoing engagement in high-level decision-making and their proactive approach to governance have provided the foundation for our success.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company is into the business of service provider of real estate brokerage industry, estate agents, managers housing and land agents, property dealers related activity. There is no change in nature of business of the Company during the year under review.
4. DIVIDEND:
In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any dividend for the financial year ended March 31, 2024.
5. RESERVES:
During the year under review, no amount was transferred to General Reserves, excluding surplus if any.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition of Board:
The Board of Directors of the Company comprises of 6 Directors as on financial year ended March 31, 2024, who have wide and varied experience in different disciplines and fields of corporate functioning. The composition of the Board consists of one Managing Director, one Executive Director, one Woman Non-Executive Director and Three Independent Non- Executive Directors.
The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.
The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024:
Appointment and Re-appointment:
No changes have taken place in the Board of your Company during the Financial Year 2023-24. However, post closure of financial year 2023-24, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on August 08, 2024, has appointed Ms. Shraboni Mazumder (DIN: 10729480) as an Additional Woman Independent (Non-Executive) Director on the Board, not liable to retire by rotation, for a term of five consecutive years commencing from August 08, 2024 up to August 07, 2029, subject to consent by the members of the Company at the ensuing Annual General Meeting (“AGM”).
Director retiring by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Mukesh Kumar Mishra (DIN: 06450500), Director of the Company retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment and your Board recommends his reappointment.
Cessation:
During the financial year under review, no Director has resigned from the Board of Director of the Company. However, Ms. Neha Idnany has resigned from the post of Woman Non-Executive Director of the Company effective from May 09, 2024.
Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:
The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
None of the Independent directors of your Company is disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management
Key Managerial Personnel (KMP):
The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2023-24:
Disclosures By Directors:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.
Disqualifications of Directors:
None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that.
7. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:
As on March 31, 2024, the following Directors on your Company?s Board were Independent Directors:
The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company?s website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/ Portal-PDF-Files/Nomination+and+Remuneration+policy.pdf
All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization programmes are for Independent Directors is available on the website of the Company and can be accessed through the web-link https://hfy-factsheet-projects.s3.ap-south-1.amazonaws. com/live/Portal-PDF-Files/Familirization+Programme+for+Independent+Directors.pdf
All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank? maintained by the IICA.
Familiarization Programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company.
8. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation), 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors. The Independent directors have set a formal process for evaluation of Board?s performance.
9. DEMATERIALIZATION OF SHARES:
All the Shares of your Company are in Dematerialization mode as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0N7F01017.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Company has a wholly owned subsidiary company in the name of “HOMESFY GLOBAL REALTY L.L.C” based in Dubai (UAE).
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part of Board's Report as “Annexure-A”.
11. BOARD MEETINGS:
The Board of Directors (herein after called as “the Board”) met 4 (Four) times during the year on May 27, 2023, August 19, 2023, November 04, 2023 and February 03, 2024 under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.
12. COMMITTEES OF THE BOARD:
Presently, the Board has following Statutory Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders? Relationship Committee.
Audit Committee:
The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31, 2024, the Audit Committee comprised of 3 (three) members with 3 (three) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director. Three Meetings of the Audit Committee held during the Financial Year 2023-24 on May 27, 2023, August 19, 2023 and November 04, 2023. The requisite quorum was present for all the meetings.
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management?s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy.
Nomination and Remuneration Committee (“NRC”):
The Board has constituted a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Three Meetings of the Nomination and Remuneration Committee held during the Financial Year 2023-24 on May 27, 2023, August 19, 2023 and February 03, 2024. The requisite quorum was present for all the meetings.
The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the Company?s nomination process including succession planning for the senior management and the Board and screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.
The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company?s Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company and the same is available on Company?s website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Nomination+and+Remuneration+policy.pdf
Stakeholders? Relationship Committee (“SRC”):
The Board has constituted a Stakeholders? Relationship Committee in compliance with the provisions of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has constituted the Stakeholder?s Relationship Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) comprising of the following Directors as on March 31, 2024:
One Meeting of the Stakeholders? Relationship Committee held during the Financial Year 2023-24 on May 27, 2023. The requisite quorum was present for all the meetings.
The Stakeholders? Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.
The SRC also reviews:
a) The measures taken for effective exercise of voting rights by the shareholders;
b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;
c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.
13. CORPORATE GOVERNANCE:
Pursuant to provisions of Reg.15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.
The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance does not form part of Annual Report.
14. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:
As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of Ind AS w. e. f. April 15, 2017.
As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with Ind AS for preparation of financial statements beginning with period on or after April 01, 2017.
15. AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, M/s. Venus Shah & Associates, Chartered Accountants (Firm Registration No. 120878W were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 17 th Annual General Meeting to be held in the calendar year 2028.
In accordance with Notification No. GSR 432(E) issued on May 07, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.
16. AUDITOR?S REPORT:
During the year under review, the Auditor?s Report contains the following qualifications/ adverse remarks.
Clause No. 03 of Audit Report: We are still awaiting the year-end balance confirmation certificates for trade receivables, trade payables and other advances. ln their absence, we find it challenging to confirm whether any additional provisions are needed for these balances as of the reporting date.
The Board?s reply to the same is, “While email approvals for recording of revenue are in place, due to industry practices, it was not possible to obtain email confirmations of year end balances of about 25% of trade receivables. As regards trade payables and other advances, it is difficult to obtain balance confirmations”.
There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports other than mentioned above.
17. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financialcontrol system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:
During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143(12).
19. RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.
The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
21. 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:
During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company?s operations in future.
22. DEPOSITS:
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under during the Financial Year 2023-24, have been provided in the Notes to the Financial Statement.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the nature of business activities of the Company, your directors have nothing significant to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.
Foreign exchange earnings and outgo:
25. PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of transactions entered into with Related parties have been disclosed in the Financial Statements. During the financial year under review, all transactions entered into with related parties are in ordinary course of business and thus do not fall under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.
26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.
27. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:
During the year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.
28. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women?s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:
a) No. of Complaints received: NIL
b) No. of Complaints disposed: NIL
Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has formed POSH committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
30. MANAGERIAL REMUNERATION:
The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure-B” to this Report.
31. PARTICULARS OF EMPLOYEES:
The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company. There were no Employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
32. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
The Board of Directors of your Company, had appointed M/s. MNB & CO. LLP, Practicing Company Secretary, as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report submitted by M/s. MNB & CO. LLP, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as “Annexure-C” to this Board?s Report.
33. APPOINTMENT OF INTERNAL AUDITOR:
Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has appointed Ms. Surabhi Kishor Kolekar, Assistant Manager, Finance Department, as the Internal Auditor of the company, for the financialyear 2023-2024.
34. COST RECORDS:
During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
35. COST AUDIT:
During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-section (2) of Section 148 of the Companies Act, 2013.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.
37. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
38. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.
39. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any equity shares under Employee?s Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014. However, after closure of financial year 2023-24, the Company granted 4,311 Employee Stock Options to eligible employees.
40. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.
41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).
42. DIRECTORS? RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating management, your Directors make the following statement and confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
c) the directors 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;
d) the directors have prepared the annual accounts on a going concern basis; and
e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.
43. ANNUAL RETURN:
Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https://www.homesfy.in/ .
44. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.
45. DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR:
46. VIGIL MECHANISM (WHISTLE BLOWER POLICY):
In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/ Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Managing Director in exceptional cases, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company?s operations, business performance or reputation.
This Policy is also applicable to your Company?s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https:// hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Vigil+Mechanism. pdf
47. POLICIES OF THE COMPANY:
The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company?s website viz., https://www.homesfy.in/investor_corner , pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.
48. CAUTIONARY STATEMENT:
Statement in the Annual 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. Although the expectations are based on reasonable assumptions, the actual results might differ.
49. ACKNOWLEDGEMENT:
Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.