The Directors are pleased to present the 18th Annual Report of the
Company, together with the Audited Statements of Accounts for the year
ended 31st March 2012.
The financial results of the Company during the year under review are
(Amount in Rs. lakhs)
Year Ended Year Ended
PARTICULARS 31.03.2012 31.03.2011
Total Turnover 1827.96 576.57
Gross Profit/ (Loss) 1288.09 385.64
Add : Exceptional Items - 183.65
(a) Depreciation 15.18 14.29
(b) Finance Cost 395.58 73.88
(c) Provision for Income Tax 168.33 102.40
Net Profit/(Loss) 708.99 378.72
General Reserve 100.00 100.00
Proposed Dividend 120.42 120.42
Tax on Dividend 19.53 19.53
Accumulated Profits 2183.39 1714.36
In view of the distributable profits of the Company after providing
Depreciation and other provisions, your Directors are pleased to
recommend a dividend at the rate of 10% on Equity Shares (i.e. Rs. 1.00
per share) for the year under review (previous year Rs. 1.00 per share).
The Total income for the year under review was Rs. 1827.96 lakhs as
against Rs. 576.57 lakhs in the previous year (including the share of
profits from joint venture project at Mohali). The company has also
been able to generate net profits of Rs. 708.99 lakhs ( Rs. 378.72 lakhs
during the previous year).
Your directors are pleased to inform that during the year under review,
the civil construction work of the hotel project (Vivanta by Taj) at
Sector-44, Gurgaon, Haryana, has been completed and the interior works
are in progress. The hotel project work is in full swing and is nearing
completion and up to 31st March 2012 an amount of Rs. 352.98 crores has
been incurred on it.
The construction work of Shopping Mall-cum-Multiplex & Hotel project at
Mohali in Joint Venture (in the form of an AOP) with Parsvnath
Developers Ltd. is progressing slowly. The business of AOP is proposed
to be transferred to a company named Gazala Promoters & Developers Pvt.
Ltd. wherein HB Estate Developers Ltd. and Parsavnath Developers Ltd.
shall make investment in the equity shares of Gazala Promoters &
Developers Pvt. Ltd.
The Industry Trends and outlook are summed up in the Management
Discussion and Analysis which forms part of this report.
Your Company has not accepted any deposits from the public during the
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since your Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research & development and technology
absorption, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are not
During the year under review there has been no foreign exchange
earning. The foreign exchange outgo during the said period was Rs. 16.45
lakhs on account of traveling; Rs. 171.51 lakhs towards payment of
Professional and Technical fees and Rs. 1617.62 lakhs towards purchase of
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956
The provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended, are
not applicable, as there are no employees who were drawing or in
receipt of remuneration of prescribed amount during the year under
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently, and have 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 2012, and of the profit of the Company
for the period 1st April 2011 to 31st March 2012;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared ''on a going concern
Your Company is in adherence of good corporate governance as stipulated
by the stock exchange and has fully complied with the requirement of
the listing agreement. A separate section on Corporate Governance
forming part of the Directors'' Report and the certificate from the
Company''s Auditors confirming compliances of Corporate Governance
norms, in terms of Clause 49 of the Listing Agreement is annexed to the
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company''s Equity shares are listed at Bombay Stock Exchange
Limited (BSE), Mumbai. The listing fee for the year under review has
been paid to BSE.
During the year under review, out of the total sanctioned Term Loan of
Rs. 150 crores, a sum of Rs. 40 crores (previous year : Rs. 110 crores) has
been disbursed to meet the cost of ongoing Hotel project of the
Observations of the Auditors have been explained, wherever necessary,
by appropriate notes to accounts.
M/s P Bholusaria & Co., Chartered Accountants, the Statutory Auditors,
retires at the ensuing Annual General Meeting and being eligible,
offers themselves for re-appointment.
Mr. Anil Goyal and Mrs. Asha Mehra, Directors being longest in the
office, retires by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. The brief resume
and other details of the above directors, as stipulated under Clause
49(IV)(G) of the Listing Agreement, are provided in the Notice for
convening the Annual General Meeting. During the year under review,
Mr. Praveen Gupta was appointed as the CFO (Chief Financial Officer) of
the Company w.e.f 1st December 2011.
Your Directors wish to thank and acknowledge the co-operation,
assistance and support extended by the Company''s associate in the
Hotel Project, Bankers to the Company. Your Directors also wish to
thanks for the contribution of the employees at all levels of the
organisation and the trust and confidence reposed by the shareholders
in the management of the company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Gurgaon LALIT BHASIN
Date : 25th May 2012 Chairman