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Prajay Engineers Syndicate Directors Report, Prajay Engineer Reports by Directors
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Prajay Engineers Syndicate
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
The Directors have pleasure in presenting their 18th Annual Report on
 the business and operations of the Company together with the audited
 results for the financial year ended 31st March, 2012.
 
 FINANCIAL RESULTS:
 
                                                  (Rs. in Lacs)
 
                                       Year ended       Year ended
 Particulars                          31st March,
                                            2012        31st March,
                                                              2011
 
                     Standalone Consolidated  Standalone Consolidated 
 
 Gross Turnover       7919.08      6920.30      8830.87    8645.55 
 
 Profit before 
 interest and 
 
 Depreciation          741.90       413.25      1707.31    1511.75 
 
 Depreciation          385.54       391.18       432.03     437.64 
 
 Profit before Tax      80.60      (254.03)      466.06     264.88 
 
 Provision for 
 taxation              658.26      658.28       451.75     451.75 
 
 Profit after tax     (577.66)    (911.69)       14.31    (193.99)
 
 Transfer to General 
 Reserve                 --          --           --         -- 
 
 Dividend                --          --           --         -- 
 EPS
 
 Basic                  (0.83)      (1.31)        0.02      (0.28)
 
 Diluted                (0.83)      (1.31)        0.02      (0.28)
 
 The year was characterized by sustained rise in inflation, as a result
 of a sharp increase in the prices of commodities.  This was further
 exacerbated by the supply side constraints and increased borrowing
 costs. Rising interest rates, heavy taxation and soaring costs of raw
 materials and production cost has brought the real estate sector under
 pressure in the last financial year. Despite of all these odds, your
 company could achieve a gross turnover of Rs.  7919.08 lacs as against
 Rs. 8830.87 lacs during the previous year.
 
 For a detailed analysis of the performance of the company for the year
 under review, please refer to Management''s Discussion and Analysis
 section of the Annual Report.
 
 DIVIDEND
 
 The Board of Directors has not recommended any dividend for the
 financial year ended 31st March, 2012.  DEPOSITS
 
 During the year under review, the company has accepted fresh deposits
 to the tune of Rs. 6.65 lacs and repaid matured deposits to the tune of
 Rs. 19.60 lacs. The amount outstanding at the end of the year at
 31.3.2012 is Rs. 43.58 lacs (including fresh & renewed deposits). As on
 31st March, 2012 an amount of Rs. 0.50 lacs were matured but not
 claimed by the depositors. Interest is served regularly as per the
 terms of the deposit scheme.
 
 DIRECTORS
 
 Mr. D.S. Chandra Mohan Reddy, Chairman & Managing Director had expired
 on 24.1.2012 and Mr. D. Vijay Sen Reddy is appointed as new Chairman &
 Managing Director of the company for 3 years at the board meeting held
 on 14.2.2012.
 
 Sri D. Chakradhar Reddy, and Sri Rudresh Veerabhadrappa, Directors
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offer themselves for reappointment. Your Directors recommend
 their re- appointment at the ensuing Annual General Meeting.
 
 Brief resume of the directors proposed to be appointed and
 re-appointed, nature of their experience in specific functional areas
 are provided in the Corporate Governance report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 hereby confirm that:
 
 (i) in the preparation of Annual Accounts the applicable accounting
 standards have been followed and there has been no material departure;
 
 (ii) the selected accounting policies were applied consistently and the
 directors 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 loss of the Company 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
 preventing and detecting fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis;
 
 PARTICULARS OF SUBSIDIARY COMPANIES - SEC. 212 OF THE COMPANIES ACT,
 1956
 
 As on 31.3.2012 your company has 4 subsidiaries viz. Prajay Holdings
 Private Limited, Prajay Developers Private Limited (step-down
 subsidiary), Prajay Retail Properties Private Limited and Prajay Realty
 Private Limited.
 
 Your company has decided to close the non-operative subsidiary company
 namely Prajay Realty Private Limited.  Accordingly, company has
 submitted the necessary application as per Sec. 560 of the Companies
 Act, 1956 under Fast Track Exit Mode for striking off the name of the
 company from the Register of Companies.
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Directors'' Report, Balance Sheet, and Profit and Loss
 account of our subsidiaries to our annual report. The Ministry of
 Corporate Affairs, Government of India vide its circular no.2/2011
 dated 8th February, 2011 granted general exemption to holding companies
 from the provisions of Sec. 212 of the Companies Act, 1956 subject to
 fulfillment of certain conditions mentioned therein. Accordingly the
 company has decided not to attach the details of its subsidiaries.
 However, a statement containing the financial data of the subsidiaries
 has been furnished along with the Statement pursuant to Sec.  212(1)
 (e) of the Companies Act, 1956 forming part of Annual Report.
 
 The Annual Accounts of the subsidiaries and related detailed
 information will be made available free of cost to any member of the
 Company/ its subsidiaries seeking such information at any point of time
 and are also available for inspection by any member of the Company/ its
 subsidiaries at the registered office of the holding company and of the
 subsidiary companies concerned.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The audited consolidated financial statements of the company are
 prepared in accordance with the accounting standard AS-21 on
 consolidate financial statements read with Accounting Standard AS-23 on
 accounting for investments in associates, listing agreement as
 prescribed by the Securities and Exchange Board of India.
 
 AUDITORS
 
 The Statutory Auditor Mr. S.V. Rangan, Chartered Accountant holds
 office until the conclusion of the ensuing Annual General Meeting and
 being eligible, is recommended for re-appointment. A certificate from
 the auditor has been obtained to the effect that the re-appointment, if
 made, would be within the limits as specified under Sec. 224(1B) of the
 Companies Act, 1956.
 
 REPORT ON CORPORATE GOVERNANCE
 
 A separate section on corporate governance with a detailed compliance
 report thereon is annexed and forms a part of the annual report in
 terms of Clause 49 (VI) of the Listing agreement with Stock Exchange.
 The Auditors'' Certificate in respect of compliance with the
 provisions concerning corporate governance, as required by clause 49 of
 the listing agreement is also annexed.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT:
 
 A report on management discussion and analysis is given in a separate
 section in this Annual Report forming part of the Directors'' Report.
 
 CEO''s DECLARATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING
 AGREEMENT:
 
 Declaration as required under Clause 49(1) (D) (ii) of the listing
 agreement with regard to compliance of code of conduct of the company
 is annexed to this Report.
 
 PARTICULARS OF EMPLOYEES:
 
 No employee was in receipt of remuneration in excess of the limits
 prescribed under Sec. 217(2A) of the Companies Act, 1956 read with the
 Companies (Particulars of Employees) Rules, 1975 and hence the
 prescribed information is not required to be given.
 
 EMPLOYEE RELATIONS
 
 Employee relations were cordial during the year and the Board would
 like to place on record its appreciation to all the employees of the
 Company for their continued support and services.
 
 CLARIFICATIONS TO THE OBSERVATIONS MADE IN AUDITORS'' REPORT:
 
 PointNo.4 (a), (b) and (c):
 
 i) Regarding Note 39(a) of the Financial Statements - As a result of
 economic slowdown and recession in realty sector the realizations from
 customers are slow.
 
 ii) Regarding Note 39(b) of the Financial Statements - The Board has
 considered these alterations at the request of the respective customers
 and the formal documentation is being completed soon.
 
 iii) Regarding Note 39(c) of the Financial Statements - Due to long
 term involvement in such projects, no provision has been considered
 necessary.
 
 Point no. vii of Annexure to Auditors Report:
 
 The Audit Committee had elaborate discussions on the said point. The
 company has initiated steps to see that the scope and coverage of
 internal audit is increased to commensurate with the nature and size of
 the business of the company.
 
 Point No. 3(a), 3(b) and 3(c) of Auditors'' Report on Consolidated
 Balance sheet:
 
 i) Regarding Note 36(a) of the Consolidated Financial Statements - As a
 result of economic slowdown and recession in realty sector the
 realizations from customers are slow.
 
 ii) Regarding Note 36(b) of the Consolidated Financial Statements - The
 Board has considered these alterations at the request of the respective
 customers and the formal documentation is being completed soon.
 
 iii) Regarding Note 36(c) of the Consolidated Financial Statements -
 Due to long term involvement in such projects, no provision has been
 considered necessary.
 
 DISCLOSURE OF PARTICULARS:
 
 Information as required under the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988, relating to
 conservation of energy, technology absorption, foreign exchange
 earnings and outgo is furnished below:
 
 Conservation of Energy & Technology Absorption:
 
 Even though the company''s nature of business is construction and
 property development, which are not power intensive, the company is
 putting every effort to conserve and reduce energy consumption.
 
 Foreign Exchange Earnings and Outgo:
 
 Foreign Exchange Earnings: Rs. Nil
 
 Foreign Exchange Outgo: Rs. 9,34,898/- lacs
 
 ACKNOWLEDGEMENTS
 
 Yours directors take this opportunity to thank the financial
 Institutions, Banks, Government and semi-Government agencies, suppliers
 and regulatory authorities, stock exchanges and all stakeholders for
 their continued co- operation and support to the company.
 
 Your Directors also wish to place on record their appreciation for the
 continued co-operation and support extended by the customers, vendors,
 joint venture partners / associates.
 
                               For and on behalf of the Board
 
 Place : Hyderabad                      D. Vijay Sen Reddy
 
 Date : 31.08.2012                         Chairman
Source : Dion Global Solutions Limited
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