Dear Shareholders,
The Directors have pleasure in presenting their Twenty Seventh Annual
Report on the business and operations of the Company along with the
audited Financial Statements of Account for the year ended 31st March,
2011.
FINANCIAL HIGHLIGHTS:
The Summarized Financial Highlights of the Company are as follows:
For the For the
Year ended Year ended
31.03.2011 31.03.2010
(Rs. In Lacs) (Rs. In Lacs)
Sales and Other Income 4,736.53 7,213.52
Gross Profit 394.85 888.37
Less: Depreciation 16.52 14.87
Miscellaneous Expenditure
written off 1.40 1.40
Profit before Taxation 376.93 872.10
Provision for Taxation 140.00 320.00
Provision for Taxation for
earlier years 2.33 24.80
Provision for Deferred Tax 0.89 0.87
Net Profit / (Loss) for the year 233.71 526.43
Balance brought forward from
Previous Year 3,652.37 3,290.28
Profits available for Appropriations 3,886.08 3,816.71
Appropriations:
Proposed Dividend - 140.93
Dividend Tax - 23.41
Balance carried to Balance Sheet 3,886.08 3,652.37
DIVIDEND:
With a view to conserve and plough back the resources of the Company,
the Board of Directors has decided not to recommend any dividend for
the Financial Year 2010-11.
REVIEW OF OPERATIONS:
During the year under review, the Company recorded the turnover of Rs.
4,736.53 Lacs as compared to Rs. 7,213.52 Lacs for the previous year.
The Company earned profit after tax of Rs. 233.71 Lacs for the year as
compared to Rs. 526.43 Lacs in the previous year.
Decrease in sales turnover during the year is mainly attributable to
short supply of inventory available for sale and adverse market
conditions prevailing in the real estate sector. Profitability has also
gone down on account of rising costs of interest and inputs.
During the year under review, the Company’s operations were
significantly affected due to deteriorating market conditions in the
real estate and construction industry. While the real estate sector
continued its recovery from the economic recession of year 2008 and
2009, there were numerous setbacks such as real estate linked
corruption scandals sweeping across the country, prevailing acute
inflationary pressure and rising interest rate regime towards the end
of the year under review. The real estate sector is at present highly
leveraged and is feeling heavy debt burden. Rising interest and input
costs have adversely impacted revenue and profit growth of the Company.
In spite of all these, our joint venture partners, customers, investors
and lenders have reposed their trust and belief in the Company. The
size of opportunity given the number and condition of residential
dwellings in Mumbai is truly enormous and we hope to have new
re-developments deals to be announced in the coming quarters.
REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance is attached herewith as Annexure – I
and forms part of this Report. The Certificate from Practicing Company
Secretary, Mr. Upendra C. Shukla, on compliance with Corporate
Governance requirements by the Company is attached to the Report on
Corporate Governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report is attached herewith as
Annexure–II and forms part of this Report.
DIRECTORS:
The Directors regret to report the sad demise of Shri Shridhar Vaikunt
Shanbhag on 21st December, 2010. He was associated with the Company as
a Director since its inception. The Directors place on record his
valuable services and guidance to the Company.
Mr. Pankaj Ramandas Majithia, a Practicing Chartered Accountant, was
appointed as an Additional Independent Director by the Board of
Directors on 12th May, 2011. The Members are requested to approve his
appointment.
Pursuant to the provisions of the Companies Act, 1956 and relevant
Article of the Articles of Association of the Company, Mr. Ramesh J.
Patel, Mrs. Shobha Jain, Mr. Sorabh Gupta and Mr. B.R. Maheshwari
retire by rotation at the forthcoming 27th Annual General Meeting and
being eligible they offer themselves for re-appointment. As per Item
Nos. 8 and 9 of the Notice for convening the 27th Annual General
Meeting, Mr. Tarun Jain and Mr. Amit Jain are being proposed to be
re-appointed as Whole-time Directors of the Company respectively w.e.f.
1st April, 2011 and 1st August, 2011.
The Members are requested to approve their appointments /
re-appointments.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act 1956, your
Directors, based on the representations received from operating
management and after due enquiry, confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) they have, in the selection of the accounting policies, consulted
the statutory auditors and those have been applied consistently and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2011 and of the profit of the Company for the year ended on
that date;
(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
detecting and preventing the fraud and other irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
DEPOSITS:
Your Company has not accepted any Deposits from the public or its
employees during the year under review. There were no outstanding
Deposits repayable as on 31st March, 2011.
PARTICULARS OF EMPLOYEES:
The Company did not have any employee who was in receipt of
remuneration of Rs. 48,00,000/- or more per annum and / or if employed
for a part of the year receiving remuneration at the rate which in
aggregate was Rs. 4,00,000/- or more per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of the nature of activities which are being carried on by the
Company, the Companies (Disclosure of Particulars in the Report of the
Board of Directors)Rules, 1988, regarding conservation of energy and
technology absorption respectively, are not applicable to the Company.
There were no foreign exchange earnings and expenses during the year
under review.
AUDITORS REMARKS:
As regards Auditors’ remarks, your Directors wish to state as under:
(i) Regarding Accounting Standard-15 (Employees Retirement Benefits),
the Company has made the provision of gratuity, which is not determined
by the Actuary. Report of the Actuary on the provision to be made for
gratuity in compliance with Accounting Standard-15 is being obtained.
(ii) Regarding repayment to Indian Overseas Bank, the said repayment
was delayed marginally due to delayed receipt of funds.
AUDITORS:
M/s. Mittal & Associates, Chartered Accountants, the Auditors of your
Company retire at the forthcoming Annual General Meeting. They are
eligible for re-appointment. The Members are requested to appoint the
Auditors of the Company for the current year and fix their
remuneration.
ACKNOWLEDGEMENTS:
Your Directors would like to express their grateful appreciation for
unstinted support and co-operation received during the year from
Shareholders, Customers, Suppliers, Indian Overseas Bank, Oriental Bank
of Commerce, Corporation Bank, Legal & other Professionals, Mumbai
Municipal Corporation and other Local Authorities.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by the employees of the
Company.
For and on behalf of the Board
B.R. Maheshwari
Chairman
Place : Mumbai
Dated : 11th August, 2011.
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