The Directors have pleasure in presenting the 6th Annual Report on the
business and operations of the Company together with the audited
accounts for the year ended 31st March 2012.
Consolidated Financial Performance
(Rs in Lacs)
Particulars Financial Year Financial Year
2011-2012 2010-2011
Total Income 13,899.25 10,021.68
Less: Expenses 11,116.38 7,967.85
Profit/(Loss) before
interest and depreciation 2,782.87 2,053.84
Less: a) Interest 896.20 338.90
b) Depreciation 63.13 56.90
Profit/(Loss)
before taxation 1,823.53 1,658.04
Add: Prior Period Income - 0.80
Less:- Provisions for
current tax and deferred tax 455.57 412.69
Profit/(Loss) After Tax 1,367.96 1,246.14
Add: Share of
Profit/Loss in Associates 10.60 0.16
Less:- Minority Adjustment 56.43 (11.89)
Profit/(Loss) After Tax
and minority adjustments 1,322.13 1,258.19
Add: Balance brought
forward from last year 1,902.69 858.13
Balance available for
appropriations 3,224.82 2,116.32
Less: Appropriations
a) Provision for proposed
dividend on equity shares 108.00 64.80
b) Provision for dividend tax 17.52 10.51
c) Transfer to general reserves - 100.00
Balance carried to the
Balance Sheet 3,099.30 1,941.01
Stand-Alone Financial Performance
(Rs in Lacs)
Particulars Financial Year Financial Year
2011-2012 2010-2011
Total Income 8,994.15 6,641.59
Less: Expenses 6,879.52 5,435.54
Profit/(Loss) before
interest and depreciation 2,114.63 1,206.86
Less a) Interest 939.99 362.21
b) Depreciation 38.08 36.04
Profit/(Loss)
before taxation 1,136.56 807.80
Add: Prior Period Income - 0.80
Less: Provisions for
current tax and deferred tax 231.02 195.36
Profit/(Loss) After Tax 905.55 613.24
Add: Balance brought
forward from last year 1,926.66 1,488.73
Balance available for
appropriations 2,832.21 2,101.97
Less: Appropriations
a)Provision for proposed
dividend on equity shares 108.00 64.80
b) Provision for dividend tax 17.52 10.51
c) Transfer to general reserves - 100.00
Balance carried to
the Balance Sheet 2,706.69 1,926.66
Review of operations
During the year under review, the Company''s total income has increased
by 35.42 % to Rs8,994.15 Lacs as compared to Rs6,641.59 Lacs during the
preceding year.
During the year under review, your Company has executed and handed over
Residential Projects covering an area of around 56,061 square feet and
Commercial Projects covering an area of around 1,05,000 square feet
resulting in aggregate completion of around 1,61,061 square feet.
Presently your Company along-with its subsidiaries has 20 on going
projects at various stages of planning and development on the available
land bank. This includes housing projects, integrated townships,
shopping malls and commercial complexes. It is the vision of your
Company to achieve best of professionalism and to develop, build and
deliver best of Real Estate and quality construction.
During the period under review, your Company focused on improving
productivity, reducing costs and utilised its cash flows most
effectively.
The Company has not brought any changes in its accounting policies
during the year under review.
More details about the business and operations of your Company are
provided in the Management Discussion and Analysis Report, forming part
of this Annual Report.
Dividend
Your directors are pleased to recommend a final dividend of Rs1/- per
equity share of Rs10 each (i.e. 10%) subject to the approval of members
at the ensuing Annual General Meeting, for the financial year ending
31st March 2012.
Business Activity
The main business activity of your Company is development and
construction of residential and commercial projects.
The Company has been awarded 4 (four) new projects by HSCC, namely,
AIIMS Delhi (Hostel Block), AIIMS Bhubaneswar (Hostel Block), RIMS
Imphal (Hostel Block) and RIMS Imphal (OPD Block). There are 5 projects
which are scheduled to be completed in the coming year.
During the year under review, your Company has not changed its existing
line of business.
Directors
The strength of Board Members of the Company is six, which includes 4
Independent Director, 1 Whole-time Director and 1 Chairman & Managing
Director.
In terms of Section 256 of the Companies Act, 1956 and Clause No. 89 of
Articles of Association of the Company, Mr. Mahendra Pratap Singh,
Independent Director, retires by rotation at the ensuing Annual General
Meeting, and being eligible, offers himself for re-appointment.
Brief resume of Mr. Mahendra Pratap Singh, who is proposed to be
reappointed and other details as stipulated under Clause 49 of the
Listing Agreement, is provided in the Notice for convening the Annual
General Meeting.
Your Directors recommend the above appointment/ re-appointment.
None of the Directors of your Company is disqualified as per the
provisions of Section 274(1)(g) of the Companies Act, 1956.
Loan to Directors and Executives
There were no loans to Directors and Executives during the financial
period.
Management Discussion and Analysis Report
A separate report on Management Discussion and Analysis
as per Clause 49 of the Listing Agreement with the stock exchanges is
forming part of this Annual Report.
Corporate Governance
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance, as provided under Clause 49 of the
Listing Agreement with the stock exchanges, as amended from time to
time are complied with.
A separate report on Corporate Governance along with the Auditors''
Certificate for its due compliance is forming part of this Annual
Report.
CEO/CFO Certification
The CEO/ CFO certificate on the financial statements of the Company as
required under Clause 49 of the Listing Agreement forms part of this
Annual Report.
Human Resources
Your Company believes in best HR practices by providing its employees a
world class working environment, giving them equal opportunities to
rise and grow. We continue to implement the best of HR policies so as
to ensure that talent retention is ensured at all levels. Employee
relations continued to be cordial and harmonious at all levels and in
all divisions of the Company during the year. Presently your Company
does not have any employee falling within the scope of Section 217 (2A)
of the Companies Act, 1956, read with Companies (Particulars of the
Employees) Rules, 1975.
Secretarial Compliance Certificate
In the absence of the Company Secretary of the Company, the Board had
appointed Ms Minu Tulsian, Company Secretary, for issuance of
Compliance Certificate in terms of the provisions of Section 383A of
the Companies Act, 1956. The compliance certificate received in
accordance with provisions of Sections 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 forms part
of this Annual Report. The said compliance is self-explanatory and
needs no comments.
Health, Safety and Environmental Protection
Your Company has complied with all the applicable laws. The Company
has been complying with relevant laws and has been taking all necessary
measures to protect the environment and maximise worker protection and
safety.
Subsidiary Company
Your Company has 11 subsidiaries as on 31st March 2012. Pursuant to
Accounting Standard AS-21 issued by the Institute of Chartered
Accountants of India and the Listing Agreement, Consolidated Financial
Statements, which includes the financial information of the
subsidiaries, are enclosed and forms part of this Annual Report.
As per General Circular No. 2/2011 dated 8th February 2011, issued by
Ministry of Corporate Affairs, the requirement of Section 212 of the
Companies Act, 1956, (which requires Holding company to attach the
Annual Report(s) of subsidiary companies with its Annual Report) has
been done away provided certain conditions are fulfilled by the
Company. Your Company has complied with all the conditions as per
the said circular and therefore Annual Report of the subsidiary
companies are not attached with this Report.
In compliance with the terms of the exemption granted by Ministry of
Corporate Affairs, Government of India, we have presented summary
financial information for each subsidiary which includes Capital,
Reserves, Total Assets, Total Liabilities, Details of Investment
(except in case of Investment in the Subsidiaries), Turnover, Profit
before taxation, Provision for taxation, Profit after taxation and
Proposed Dividend which forms part of this Annual Report.
Annual Accounts of the subsidiary companies and the related detailed
information will be made available to the investors of holding and
subsidiary companies upon request from the shareholders and the Annual
Accounts of the subsidiary companies will also be kept for inspection
by any investor in its registered office and that of the subsidiary
companies concerned.
Directors'' Responsibility Statement
The Director''s Responsibility Statement, setting out compliance with
the accounting and financial reporting requirements specified under
Section 217(2AA) of the Companies Act, 1956, in respect of the
financial statements, is furnished below and on behalf of the Board of
Directors, it is hereby confirmed:-
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. 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 that period;
3. that 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;
4. that the Directors have prepared the annual accounts on a going
concern basis;
Auditors
M/s S M Daga & Co., Chartered Accountants, Statutory Auditors retire at
the ensuing Annual General Meeting and being eligible for
re-appointment, have offered themselves for re-appointment and have
further confirmed that the said re-appointment will be in conformity
with the provisions of Section 224 (1B) of the Companies Act, 1956.
The Board of Directors upon the recommendation of the Audit Committee
proposes the re-appointment of M/s S M Daga & Co., Chartered
Accountants as the Statutory Auditors of the Company.
Auditors observation
There are no reservations, qualification or adverse remark contained in
the Auditors Report attached to the Balance Sheet as at 31st March
2012.
Public Deposit
During the year under review, the Company has neither accepted nor
renewed any public deposit and has no overdue or unclaimed public
deposit, as defined under Section 58 (A) of the Companies Act, 1956,
read with Companies (Acceptance of Deposit) Rules, 1975.
Listing at Stock Exchange
The equity shares of the Company are presently listed at BSE Limited,
P.J Towers, Dalal Street, Mumbai and The Calcutta Stock Exchange
Limited, 7 Lyons Range, Kolkata and the Company has paid listing fee
upto 31st March 2013 in respect of above stock exchanges.
Investor Relations
Investor Relations have been cordial during the year. As a part of
compliance, the Company has a Shareholder''s/ Investor''s Grievance
Committee to redress the issues relating to investors. It consists of
three members namely Mr. Om Prakash Rathi, Independent Director, Mr.
Mahendra Pratap Singh, Independent Director and Mr. Pradeep Kumar
Pugalia, Whole-Time Director of the Company. Mr. Om Prakash Rathi,
Independent Director is the Chairman of the Committee. The details of
this Committee are provided in the Corporate Governance Report forming
part of this Annual Report.
Conservation of energy, technology absorption and foreign exchange
earning and outgo
Particulars of conservation of energy, technology absorption and
foreign exchange earning and outgo as required under Section 217 (1)
(e) of the Companies Act,1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are given
in the annexure and forms part of this Report.
Acknowledgements
Your Directors would like to place on record their sincere gratitude to
the shareholders, bankers, business associates, retailers, suppliers,
customers, government and other regulatory agencies for their continued
support and faith in the Company. Your Directors are also happy to
place on record their appreciation for the whole-hearted co- operation,
commitment and contribution made by all the employees and look forward
to their continued support.
For and on behalf of the Board
Place: Kolkata S. L. Dugar
Date: 28.05.2012 Chairman & Managing Director |