The Directors have pleasure in presenting the Eighteenth Annual Report
for the year ended 31st March 2012.
(Rs In Lacs)
Particulars For the For the
Year ended Year ended
Total Income 1109.75 1069.30
Total Expenditure 978.97 972.46
Profit / Loss 130.78 96.84
Profit / Loss 94.59 71.20
During the year under review, the Company recorded a income of Rs.
1109.75 Lacs as compared to Rs. 1069.30 Lacs recorded during the
previous year. The Company recorded a net profit after tax of Rs. 94.59
Lacs as compared to profit of Rs. 71.20 Lacs during the previous year.
The strength of your Company lies in identification, execution and
successful implementation of the projects in the real estate space. To
strengthen the long-term prospects and ensuring sustainable growth in
assets and revenue, it is important for your Company to evaluate
various opportunities in the different business verticals in which your
Company operates. Your Company currently has several projects under
implementation and continues to explore newer opportunities. Your Board
of Directors, considers this be in the strategic interest of the
Company and believe that this will greatly enhance the long-term
shareholders'' value. In order to fund these projects in its
development, expansion and implementation stages, conservation of funds
is of vital importance. Therefore, your Directors have not recommended
any dividend for the financial year 2011-12.
Change in Share Capital:
To augment its long term resources and in order to enable the Company
to raise the resources, Company has increased its authorized share
capital from Rs. 16.00 Cr. to Rs. 28.00 Cr. by way of Postal Ballot on
12th May, 2011 and Company has issued 1,20,00,000 Warrants convertible
into equity shares of Rs. 10/- each at a premium of Rs. 10/- per share
on 25th May, 2011, to the promoters and / or bodies corporate(s)
or individual(s) or others. The Company has allotted
1.20.00.000 equity shares of Rs. 10.00 each at a premium of Rs. 10.00
per share on Conversion of
1.20.00.000 warrants of Rs. 20.00 each on Preferential Basis. After
allotment paid up and subscribed capital of Company increased from Rs.
16.00 Cr. to Rs. 28.00 Cr.
Change in Registered Office:
The registered office of the Company was shifted from 414, 4th Floor,
Crystal Paradise The Mall, Off Veera Desai Marg, Andheri (W),
Mumbai-400 053 to Umerji House, 202, 2nd Floor, Teli Gally, Andheri
(East), Mumbai (MH) - 400 069 with effective from 01st December 2011
for administrative purposes.
At present Company is engaged in the business of real estate
development and there is no separate reportable segment.
As on date all the 16.00 Cr. Equity Shares of the company are listed on
the Bombay Stock Exchange Limited (BSE) and remaining 12.00 Cr. Equity
Shares of the Company has got the inprincipal approval from BSE and
very soon Company will get the listing approval from BSE. The Listing
fees have been paid to the Bombay Stock Exchange Limited (BSE) for the
Equity shares of the company are traded in D''mate form as well as in
physical form. For dematerialization of shares Company has connectivity
with the National Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL).
Your company has not accepted any deposits from public during the year
under review and as such, no amount of principle or interest was
outstanding as on the balance sheet date.
Management Discussion and Analysis and Corporate Governance Report:
As required by the Listing Agreement with the stock exchanges, a
separate section containing Management Discussion and Analysis and
Corporate Governance Report, as approved by the Board of Directors,
together with a certificate from the company''s auditors confirming
the compliance with the requirements of Corporate Governance policies
is set out in the annexure forming part of this annual report.
Cash Flow Statement:
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the cash flow statement for the year ended
31st March, 2012 is annexed hereto.
During the year designation of Mr. Mukesh Kumar Jain and Mr. Naveen
Kumar Jain, Whole -Time Directors of the company changed from Executive
Director to Non- Executive Director of the company with effective from
Except for the Executive Chairman, Managing Director and Whole-time
Director, the other Directors of the Company are liable to retire by
rotation, One-third of the said Directors are liable to retire every
year and if eligible, offer themselves for re-appointment. Accordingly
Mr. Ashok Kumar Sethi and Mr. Naveen Kumar Jain retires by rotation in
accordance with the provisions of Articles of Association of the
Company and being eligible, offers himself for re-appointment at the
ensuing Annual General Meeting. Necessary resolution relating to
Director who is seeking re- appointment is included in the Notice of
Annual General Meeting. The Board of Directors recommends the
re-appointment of Mr. Ashok Kumar Sethi and Mr. Naveen Kumar Jain.
In compliance with Clause 49 IV (G) of the Listing Agreement, brief
resume, expertise and other details of Director proposed to be
re-appointed are attached along with the Notice to the ensuing Annual
M/s. Khandelwal & Khandelwal Associates, Chartered Accountants,
Statutory Auditors of the company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made would be within the prescribed limits under
Section 224 (1B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
Observations made in the Auditor''s Report are self- explanatory and
therefore do not call for further comments under Section 217(3) of the
Companies Act, 1956.
Directors'' Responsibility Statement:
The Board of Directors of your company state:
i. That in the preparation of the annual accounts, the applicable
accounting standards had been followed.
ii. That the directors had 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/loss of the Company for that period;
iii. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding the assets of the
company and for preventing and detecting fraud and other
iv. That the directors had prepared the annual accounts on going
Particulars of Employees:
There is no employee whose particulars are required to be given under
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo:
Information required to be given pursuant to 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 do not apply to the
Details of foreign exchange earning and outgo are as follows:
Foreign Exchange Earnings Nil Foreign Exchange Outgo Nil
The Directors wish to place on record their sincere appreciation and
acknowledge with gratitude the support and co-operation extended by the
Bankers, Shareholders, customers and look forward to their continued
For and on Behalf of the Board of Directors
Sunil Kumar Jain Mukesh Kumar Jain
Managing Director Director
Place : Indore
Date : 14.08.2012