Dear Members,
The Directors take great pleasure in presenting their 76th Annual
Report on the business and operations of your Company along with the
Audited Balance Sheet as at 31st December, 2012 and Profit and Loss
Account and Cash Flow Statement for the year ended 31st December, 2012.
FINANCIAL HIGHLIGHTS
Your Company earned a Profit of Rs. 9,09,67,136 (Rupees Nine Crores
Nine Lacs Sixty Seven Thousand One Hundred Thirty Six only) as compared
to a Profit of Rs. 60,20,775 (Rupees Sixty Lacs Twenty Thousand Seven
Hundred Seventy Five only) in the previous year. Highlights of the
financial performance are as follows:
(In Rupees)
Particulars Financial Financial
Year ended Year ended
December
31, 2012 December
31, 2011
Profit/(Loss) before interest & Depreciation/
impairment 10,37,78,803 69,90,860
Less: Interest 41,73,346 2,25,129
Less: Depreciation/Impairment 6,75,576 7,41,072
Profit/(Loss) before tax 9,89,29,881 60,24,659
Provision for Tax / Deferred Tax 79,62,745 3,884
Profit/(Loss) after tax 9,09,67,136 60,20,775
Add: Balance brought forward
from previous year (14,07,87,838) (14,68,08,613)
Profit/(Loss) available for appropriation (4,98,20,702) (14,07,87,838)
Appropriations :
Transfer to Reserve Fund / General Reserve - -
Dividend on Equity Shares - -
Corporate Dividend Tax - -
Balance carried forward (4,98,20,702) (14,07,87,838)
DIVIDEND
Your Directors do not recommend any dividend due to inadequate Profit
earned during the year.
BUSINESS
The Company''s Project Palais Royale has entered the final stages of
implementation and finishing of the building has commenced. The project
has started acquiring iconic status in India and globally, and has
started featuring in the record books for world records in engineering
and design. It is expected that this project will firmly establish the
Company in the business of real estate and infrastructure development.
INSURANCE
The building, site construction and electrical installation have been
covered for all probable risks.
SUBSIDIARIES
SRM Sites Private Limited is a material, unlisted Indian Subsidiary
Company.
Raghuveer Suburban Infrastructure Private Limited and Shree Ram
Realinfra Ventures Private Limited are non- material, unlisted Indian
Subsidiary Company.
The reports and accounts of the Subsidiary Companies are not annexed to
this Report. The Board of Directors of the Company have approved and
passed a resolution in this regard. A statement pursuant to Section 212
(8) of the Companies Act, 1956 is annexed.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposit within the meaning of Section 58A of the Companies Act, 1956,
and as such, no amount of principal or interest was outstanding as of
the date of the Balance Sheet.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 read with
the Articles of Association of the Company, Mr. S. S. Kasliwal, Mr.
Mukul S. Kasliwal retire by rotation at the ensuing Annual General
Meeting. Mr. S. S. Kasliwal and Mr. Mukul S. Kasliwal being eligible,
offer themselves for re-appointment. The Board recommends their
re-appointment.
AUDITORS
M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory
Auditors of the Company. They retire at the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
office, if re-appointed. The Board recommends their re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 the
Directors hereby confirm that:
i. In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
material departures;
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 end of the financial year 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the Annual Accounts on a ''going
concern'' basis.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchange forms part o1 this
Report.
CORPORATE GOVERNANCE
The Company has taken appropriate steps and measures to comply with all
the applicable provisions of Clause 49 and Section 292A of the
Companies Act, 1956. A separate Report on Corporate Governance, along
with a certificate of Practicing Company Secretary, is annexed
herewith. A certificate from the Whole-Time Director and Senior
President (Finance) & CFO of the Company confirming internal controls
and checks pertaining to financial statements for the year ended 31st
December, 2012 was placed before the Board of Directors and the Board
has noted the same. A list of the committees of the Board and names of
their members is given in the Report. The scope of each of these
committees and other related information is detailed in the enclosed
Corporate Governance Report.
PARTICULARS OF EMPLOYEES
The Company does not have any employee whose particulars are required
to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, and
under Section 217 (1)(e) of the said Act, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo:
The particulars as prescribed under Sub-Section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo are furnished
hereunder:
A. CONSERVATION OF ENERGY:
Company is engaged in construction activities and sufficient care from
energy conservation point of view has been taken while opting for
construction materials, technology and methodology.
For example, use of waste pozzolanic material like flyash for
manufacturing of concrete, use of curring compound to reduce
consumption of potable water, use of modular form work which can be
used for 100 repetitions and hence reducing Consumption of wood.
B. TECHNOLOGY ABSORPTION :
Efforts made in technology absorption.
FORM B RESEARCH & DEVELOPMENT (R&D)
1. Specific areas in which R&D carried out by the Company:
The Company has engaged its R&D staff to economize production of high
grade & high performance concrete. Company has successfully developed
and utilized M80 grade self competing concrete by using non convention
materials like Metakaolin, etc. M200 self competing concrete has been
produced at laboratory level and further trails on same being conducted
to make sure it is worthiness to be part of actual structure
2. Benefits derived as a result of the above R&D- Not applicable
3. Future plan of action Not applicable
4. Expenditure on R & D (Rs. in lakhs)
(a) Capital -
(b) Recurring -
(c) Total -
(d) Total R&D Expenditure as a
Percentage of total turnover -
TECHNOLOGY ABSORPTION AND ADOPTION
Company has already adopted many of latest technologies available in
field of building construction such as:
Self climbing form work, concrete placer booms and self compacting
concrete to meet challenges like noise pollution, extra labours are
hired for vibration of concrete and which has also helped in saving
electrical energy also.
Company has also taken care to ensure faster material handling; and
hence deployed fastest available man and material hoists (almost 90-100
meters per minute speed).
Company has deployed clusters of cranes and has adopted best technology
available for topless and Luffing Cranes. Company has adopted coupled
splicing system for re-bars which has helped in consuming lesser steel.
Company is putting all the efforts to collect curing water and recycle
the same. Company is also trying to collect flying cementitious
material and make use of the same for non-structural walls.
Company is willing to keep on updating its technological data bank and
use latest technology for comforts of product users and cost
effectiveness
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Activities relating to exports, initiatives taken to increase exports,
developments of new exports market for products and services and
exports plants. NIL
Total foreign exchange used and earned Used (includes Advance given)
Current Year Rs. 68,97,86,430
Previous Year Rs. 57,37,08,775
Earned (includes Advance received)
Current Year NIL
Previous Year Rs. 1,47,84,000
Acknowledgements
Your Directors place on record their sincere appreciation for the
dedication and commitment of the Employees at all levels and their
significant contribution to your Company''s growth. Your Company is
grateful to the customers, vendors and all the other business
associates for their support and encouragement.
Your Directors thank the banks, financial institutions, government
departments and Shareholders and look forward to having the same
support in all our future endeavors.
For and on behalf of the Board,
Shambhukumar S. Kasliwal
Chairman
Place : Mumbai
Date : 27th February, 2013 |