Dear Members,
The Directors are pleased to present their report for the financial
yearended31 March 2011.
Financial Performance
For the year ended 31 March 2011 Puravankara Projects Limited recorded
a net profit of Rs838,641,997 as compared to the previous year''s net
profit of Rs 1,365,579,980. A sum of Rs12,945,915 is proposed to be
appropriated towards the Debenture Redemption Reserve and Rs62,900,000
towards the General Reserve. Further, an amount of Rs591,525,496 is
proposed to be retained in the Profit and Loss Account.
Dividend
The Board of Directors has recommended the final dividend of Rs 1/- per
equity share on 213,424,335 Equity shares of Rs l/- each for the
financial year ended 31 March 2011, which if approved at the
forthcoming Annual General Meeting, will be paid to (i) all those
equity shareholders whose names appear in the register of members as on
16 September 2011 after considering all physical share certificates
lodged for transfer, and (ii) those whose names appear as beneficial
owners as per the information furnished by the Depositories, viz. the
National Securities Depositories Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) as on 16September2011.
Debentures
During the year your Company issued and allotted 150 Non-convertible
Debentures of Rs10,000,000 each aggregating Rs 1,500,000,000. The said
debentures have been listed on the Wholesale Debt Market of Bombay
Stock Exchange Limited (BSE).
Fixed Deposits
During the year your Company did not invite and accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the balance sheet date.
Directors
Mr. Anup S Shah and Mr. RVS Rao, Directors of the Company, liable to
retire by rotation in the ensuing Annual General Meeting and being
eligible for re-appointment offer themselves for re-appointment as
directors. Mr. Ravi Puravankara has been re-appointed as the Managing
Director of the Company for a period of 5 years with effect from 1
April 2011. Mr. Ashish
Puravankara has been re-appointed as Whole-time Director and designated
as the Joint Managing Director of the Company for a period of 5 years
with effect from 1 April 2011. Mr. Nani R. Choksey has been
re-appointed as Whole-time Director and designated as the Deputy
Managing Director of the Company for a period of 5 years with effect
from 1 April 2011. The said re-appointments are subject to the approval
of members of the Company in the ensuing Annual General Meeting.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
hereby confirm that:
i. in preparation of the annual accounts the applicable accounting
standards have been followed;
ii. 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 year ended 31 March 2011 and of the profit of the
Company for that period;
iii. the Directors have taken proper and sufficient care 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; and
iv. the annual accounts of the Company have been prepared on a
''goingconcern'' basis.
Auditors
Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the
Company hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
from Walker, Chandiok & Co the consent letter to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224( IB) of the Companies Act, 1956.
Subsidiaries
The Board of Directors in its meeting held on 13 May 2011, in
compliance with Circular No. 2 of 2011 dated 8 February 2011 issued by
the Ministry of Corporate Affairs (MCA), approved the presentation of
audited consolidated financial statements of Puravankara Projects
Limited (the Company) with its subsidiaries, and further, consented
not to attach the Balance Sheet of the subsidiaries in the Annual
Report 2010-11 of the Company. Your Company has annexed to this report
(Page No.39) the information regarding each subsidiary pertaining to
capital, reserves, total assets, total liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation/loss and proposed dividend.
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection at the Registered Office of the Company.
Personnel
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 readwith the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of the employees are set out in
the Annexure to this Report. However, having regard to the provisions
of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforementioned information is being sent to all the
members of the Company and others entitled thereto. Any member
interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 217(l)(e) of
the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
We firmly believe that technology is the genesis of innovative business
practices, which in turn enable the organisation to carry out business
effectively and efficiently. Even though the real estate development
industry is labour intensive, we believe that there is an increasing
need to mechanise the processes involved in order to minimise costs and
increase efficiency. We have invested in a mechanised and technological
construction capability in order to increase the scale of our
operations and the quality of our products. We have also implemented an
ERP package based on Oracle software to integrate our various
operations. We intend to continue this process of investments in
innovative techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving efforts are made.
Foreign Exchange: Foreign exchange earned during the year was
equivalent toRs 7,165,582 and the expenditure was equivalent to
Rs16,673,539.
Corporate Governance
A separate section on Corporate Governance and a certificate from the
statutory auditors of the Company regarding compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement entered into with the Stock Exchanges forms a part of
this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges forms a part of this Annual Report.
Employee Stock Options
On 1 July 2006, the Members of the Company approved the Puravankara
Projects Limited 2006 Employee Stock Option Scheme. The details of the
Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under
the Notes to the Financial Statements.
Corporate Social Responsibility
A seperate section on Corporate Social Responsibility forms a part of
this Annual Report.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co-operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, who
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of the Board of Directors
Bengaluru Ravi Puravankara
13 May 2011 Chairman and Managing Director
|