To the Members,
The Board of Directors of your Company have pleasure in presenting the
19th Annual Report of the Company alongwith the Audited statement of
accounts and the Auditor''s Report for the year ended 31st March, 2011.
FINANCIAL RESULTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2011 31.03.2010
Gross Income 771.46 773.74
Profit before Interest,
Depreciation & Tax 648.07 475.36
Less / (Add) : Prior Period
Items expenses / (income) 0.28 (0.76)
Less : Interest 266.43 349.13
Less : Provision / Reversal
of Depreciation 0.86 (2.78)
Less : Provision for Taxes 99.81 (13.70)
Net Profit after Tax 280.69 143.47
Less : Special Reserve
(U/s 45-1C, RBI Act, 1934) 56.14 28.69
Profit Brought Forward 612.53 497.75
Balance carried forward
to Balance Sheet 837.08 612.53
FINANCIAL PERFORMANCE OF THE COMPANY
Total revenues for the year ended March, 31, 2011 amounted to Rs.
771.46 Lacs as compared to Rs. 773.74 Lacs in the previous year. Profit
before interest, depreciation and taxes for the financial year 2011,
amounted to Rs. 648.07 Lacs as against Rs. 475.36 Lacs in the last
year. The Profit after Tax for the financial year is Rs. 280.69 Lacs as
against Rs. 143.47 Lacs in the previous financial year, however, for
the financial year ended 31st March, 2011, the surplus carried to the
Balance Sheet amounted to Rs. 837.08 Lacs as against the surplus of Rs.
612.53 Lacs in the last financial year ended 31st March, 2010.
The higher profit is largely attributable to reduction in
administrative cost and low interest cost.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC
within the provisions of the NBFC (Reserve Bank of India) Directions,
1998. The Company continues to comply with all the requirements
prescribed by the Reserve Bank of India as applicable to it.
DIVIDEND
The Board of Directors does not recommend any dividend on the Equity
Shares of the Company for the current financial year.
SHARE CAPITAL
During the year 2010-11 the Company after obtaining the approval of the
members issued 2000000 convertible warrants on 21st May 2010 to one of
the Promoter and to two other members other than promoters. The said
warrants were issued @ Rs. 23.54 per warrant with a right to subscribe
equal number of equity shares on conversion of Rs. 10/- each within a
period of 18 months from the date of allotment of these warrants. The
Company has converted the aforesaid warrants and issued 2000000 equity
shares of the Company on 20th November 2010.
PUBLIC DEPOSITS
Your Company has neither accepted any Public Deposits during the year
nor the Company has any plan to accept any deposits from the public.
SUBSIDIARY COMPANIES
The Company has two wholly owned subsidiaries namely Moon Orchid
Housing Private Limited and Meadow Real Estate Private Limited. These
subsidiary companies are non-material unlisted subsidiaries of the
Company.
In view of the general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its General Circular
No.2/201 1dated 08-02-2011 the Balance Sheet, Profit and Loss Account,
Report of the Board of Directors and Report of the Auditors of the
Subsidiary Companies, have not been attached to the Balance Sheet of
your Company. The financial information relating to all the Subsidiary
Companies, in the aggregate, has been disclosed in the consolidated
financial statements, as required by the Central Government as part of
its approval. Further,
- The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request.
- Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has
prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued by
the Institute of Chartered Accountants of India. Audited Consolidated
Financial Statements along with the Auditors'' Report are annexed with
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
In accordance with the provision of the Companies Act, 1956 and
Articles of Association of the Company Mr. Chand Krishna Tikku retires
at the 19th Annual General Meeting and being eligible offers himself
for reappointment. A brief resume of Director being re-appointed,
nature of his expertise in the specific functional areas is mentioned
in the Corporate Governance section. Other details of Directors and
names of companies in which they hold the Directorship and / or
Membership / Chairmanship of Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement, is given in the Statement of
Corporate Governance elsewhere in the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Profit & Loss
Account of the Company, the applicable accounting standards have been
followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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
profit or loss of the Company for that period;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS'' REPORT
M/s H. V & Associates, Chartered Accountants, Statutory Auditors of the
Company whose firm name has been changed to H.K.Chhabra & Co., will
retire at the conclusion of the forthcoming Annual General Meeting are
recommended for re-appointment of the Company''s Auditors. A letter from
them confirming that, if they are re-appointed as the Statutory
auditors of the Company, such appointment will be in accordance with
the provisions of Section 224(1B) of the Companies Act, 1956, and they
are not disqualified in terms of Section 226 of the Companies Act,
1956, from being appointed as the Statutory Auditors of the Company,
has been received. The notes to the accounts referred to in the
Auditors'' Report are self-explanatory and therefore, do not call for
any further comments.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
Your Company has not accepted any Fixed Deposits during the year under
review.
The Equity shares of the Company are listed at Delhi Stock Exchange
Ltd, and Bombay Stock Exchange Ltd. and the Annual Listing fees have
been paid to each of these Stock Exchanges.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement is
annexed to this Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended
March 31, 2011, was submitted to the Board of Directors at their
meeting held on August 9, 2011. The certificate is attached to the
Report on Corporate Governance.
Group coming within the definition of groups defined in the Monopolies
and Restrictive Trade Practices Act, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition
of group as defined in the Monopolies and Restrictive Trade Practices
Act, 1969 (54 of 1969) :
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
Or any other Company, firm or trust promoted or controlled by the
above. The above disclosure has been made; inter alia, for the purpose
of Regulation 3(1)(e) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their appreciation
for the commitment displayed by employees, in the performance of the
Company during the year.
For and on behalf of the Board of Directors
Ramesh Peer Govind Prasad Agrawal
Managing Director Director
New Delhi
9th August, 2011
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