The Directors are pleased to present their twelfth Annual Report on the
business and operations of the Company and the statement of accounts
for the year ended March 31, 2012.
Dividend and Other Income 40.28 59.89
Profit Before Interest, Depreciation
& Tax (EBIDT) 39.82 59.39
Less: Interest & Finance Charges 1.49 4.25
Profit before Depreciation and Tax (PBDT) 38.33 55.14
Less: Depreciation - -
Profit before Tax (PBT) 38.33 55.14
Less: Provision For Taxes (0.12) 0.01
(including provision for deferred
Net Profit after Tax (PAT) 38.45 55 13
Add: Profit brought forward from
previous year 90.91 36.98
Profit available for appropriation 129.36 92.11
Dividend on Preference Shares 1.03 1.03
Dividend on Equity shares - -
Corporate tax on dividend 0.17 0.17
Amount transferred to General Reserve - -
Profit carried to Balance Sheet 128.16 90.91
Total Appropriation 129.36 92.11
Your Directors recommended payment of dividend on 8% Non- cumulative
Redeemable Preference Shares. No dividend is recommended on Equity
No amount has been proposed to be transferred to General Reserve.
Profit Before Interest, Depreciation & Tax (EBIDT) decreased by 32.95%
to Rs 39.82 crores from Rs 59.39 crores mainly due to decrease in
dividend income. Profit before tax decreased by 30.49% to Rs 38.33
crores from Rs 55.14 crores. Profit after Tax decreased by 30.26% to Rs
38.45 crores from Rs 55.13 crores.
SUBSIDIARY COMPANIES KAMA Realty (Delhi) Limited
KAMA Realty (Delhi) Limited made a net profit of Rs. 3.34 Crores mainly
due to rental and interest income.
Shri Educare Limited
During the year your Company has invested a sum of Rs. 3.20 crores in
the equity capital of Shri Educare Ltd. This company is engaged in the
field of education. It had made a loss of Rs. 3.95 crores mainly on
account of personnel and administrative expenses.
Shri Educare Maldives Private Limited
Shri Educare Maldives Private Limited made a loss of MRF 0.25 crores
(Rs. 0.85 crores appx.) mainly on account of personnel and
During the year, Shri Educare Limited had made an investment (including
application money) of MRF 0.59 crores (Rs. 2 crores appx.) in the
equity shares of Shri Educare Maldives Private Limited.
Annual accounts of the subsidiary companies and the related information
can be obtained on request by the shareholders of the Company and of
the subsidiary companies. These are also available for inspection at
the Corporate Office of the Company and at the respective registered
offices of the subsidiaries between 11 A M. to 1 P.M. on all working
Mr. Kartikeya Bharat Ram and Mr. Mukul Khandelwal, Directors retire by
rotation and being eligible, offer themselves for re-appointment.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that 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
profit or loss of the Company for the period under review;
(iii) 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;
(iv) that the Directors have prepared the annual accounts for the year
ended 31.03.12 on a going concern basis.
The Company is controlled by Arun Bharat Ram Group (Promoter
Group) being a group as defined under the erstwile Monopolies and
Restrictive Trade Practices Act, 1969. The Promoter Group consists of
various individuals and corporate bodies who are in a position to and
who jointly exercise control over the Company.
a) Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya
Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f)Mrs.
Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; h) SRF Ltd; i)SRF
Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.;
k) Karm Farms Pvt. Ltd.; I) Srishti Westend Greens Farms Pvt. Ltd.; and
m) Karmav Holdings Private Limited.
LISTING OF SHARES
Your Company''s equity shares are listed at the Bombay Stock Exchange
Certificate of the auditors of your Company regarding compliance with
the conditions of corporate governance as stipulated in Clause 49 of
the Listing Agreement with the stock exchange is attached to the report
as annexure 1.
In compliance with the requirements of Clause 49(V), a certificate from
Whole-time Director & Company Secretary was placed before the Board.
All Board members had affirmed compliance with the Code of Conduct for
Board and Senior Management Personnel. A declaration to this effect
duly signed by the Whole-time Director & Company Secretary is enclosed
as a part of the Corporate Governance Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 & AS-23 on
Consolidated Financial Statements, your Directors have pleasure in
attaching the Consolidated Financial Statements, which form part of the
Annual Report and Accounts.
ACCOUNTS AND AUDIT
The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the
conclusion of the 12th Annual General Meeting and being eligible, offer
themselves for re-appointment. The observations of the Auditors are
explained wherever necessary in appropriate notes to the Accounts.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters relating to the business
performance, as stipulated in clause 49 of the listing agreement with
the stock exchange, is given as a separate statement in the Annual
Your company had discontinued to accept/renew fixed deposits w.e.f.
April 1, 2009. As on March 31, 2012 all fixed deposits had matured and
are being repaid as and when claimed by the depositors.
Deposits (including interest) amounting to Rs. 0.10 crores due for
repayment on or before March 31, 2012 remained unclaimed by depositors.
There has been no default in repayment of fixed deposits during the
PARTICULARS OF EMPLOYEES
No employee was drawing remuneration equal to or exceeding the limits
under Section 217(2A) of the Companies Act,1956 read with Companies
(Particulars of Employees), Rules, 1975.
Your Directors acknowledge with gratitude the co-operation and
assistance received from various agencies of the Central Government and
the Lenders Your Directors thank the shareholders for their support.
For and on behalf of the Board of Directors
Place: Gurgaon Kartikeya Bharat Ram
Date: May 30, 2012 Chairman