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Growth Techno Projects Ltd.

BSE: 521337 Sector: Infrastructure
NSE: GROWTECHNO ISIN Code: INE275C01016
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Growth Techno Projects Ltd. (GROWTECHNO) - Director Report

Company director report

GROWTH TECHNO PROJECTS LIMITED ANNUAL REPORT 2008-2009 DIRECTOR'S REPORT To The Members Growth Techno Projects Ltd. Your Directors present the 24th annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009. FINANCIAL RESULTS: The Financial Results for the year ended 31st March, 2009 are summarised below: 2008-2009 2007-2008 Profit / (Loss) for the year (436,126) (5,308,751) Less Provision for Taxation 0 0 Prior period Tax Adjustments 0 3,183 Provision for Fringe Benefit Tax 0 3,500 Deferred Tax Liability / Assets 290 3,232 (435,836) (5,312,202) Add: Brought forward (loss) from previous year (47,721,932) (42,409,730) Balance loss carried forward to balance sheet (48,157,768) (47,721,932) OPERATIONS: The Company during the year under review has incurred a loss of Rs.4,35,836/- after providing depreciation of Rs. 17,118/-. PROJECTS: Growth Centre: The Arbitration proceedings in the matter between Ishwar Industries Limited and the Company have been concluded and the Company has received the award of the Arbitrator on 17th July. The Hon'ble Arbitrator has awarded a sum of Rs. 3.06 crores approximately in favour of the Company. However the Company is not satisfied especially with rejection of their claim on Block 4 and has challenged a part of the award in the Hon'ble High Court of Delhi which is pending. Ishwar Industries Ltd has also challenged the award dated 17th July 2007 which is pending in the High Court. Growth Park: The Company had entered into settlement cum Assignment agreement with Poddar Heritage Finance Pvt Ltd on 10th December 2007 for taking over the project of Growth Park subject to Hon'ble Supreme Court clearing the Curative Petition in favour of the company / owners and paying off the creditors of the company. Pursuant to the above, the company had further entered into settlement agreement dated 19th January 2008 with Peerless General Finance and Investment Co Ltd for a one time settlement of Rs. 75 Crores and with Shree Sitaram Bhandar for a one time settlement Rs. 8 Crores. The company had further entered into a settlement with Devidayal Builders for a sum of Rs 6 Crores. The company was also in the process of negotiating with other creditors of the company including Bank of India and MK Jalan Group of Companies. However, on 9th April 2008 the curative petition of the company dismissed by the Supreme Court of India. As such all the agreements mentioned above became null and void. The Company (through Mandir Sitaramji / Shree Sita Ram Bhandar) has filed a claim of Rs. 311 crores as compensation for the balance land of 18,000 sq. yards approximately which was acquired vide notification under section 4 dated 03.08.2004. The Collector on 26.7.07 delivered his award for a sum of Rs. 3.10 crore (approx.) for the balance land at Karkardui, at the rate of Rs. 1216/- per sq meter only while rejecting the claims and evidence(in the form of sale deeds) without giving any reasons. Moreover, the award suffers from other material defects. The Company has challenged the sward of the collector under Land Acqusition Act and the appeal is pending The Company is sure that the award of the collector shall be revised many times upwards as the market value of the property on the date of the publication of the notification was close to Rs 40000 per sq yard and not Rs.1216/- as determined by the collector. The company has attached the requisite sale deed to substantiate its claim. The Company is in negotiations with the creditors of the company for settlement of their dues out of the compensation so received and is hopeful that the dues of the creditors shall be settled at either the principal or less than the principal amount. As such the company has not made provision for the outstanding interest. ARRANGEMENT REGARDING PAST BORROWINGS: a) The Shareholders are aware that in the year 1991, the Company took secured loan from Peerless General Finance & Investment Co. Ltd. (PGFI) of Rs.48 Crores by depositing the title deeds of Growth Park as security. However, on account of delay in Government Clearances, the project could not be started and since the repayment was based on progress of the project and receipts there from, the loan and the interest accrued thereon remain unpaid for which arrangements of providing additional security were made with the said lender in 1995. The lender, however, took the matter to the Hon'ble Calcutta High Court with a civil suit for recovery of the dues. During the pendency of the said suit, the Company made an agreement on 28th November, 1997 with PGFI with consent terms involving repayment of loan and interest accrued thereon. The Hon'ble Calcutta High Court passed a consent decree on 5th December, 1997 wherein it has been agreed that GTPL shall repay Rs. 105 Crores by the year 2000 in agreed instalments or a lump sum payment of Rs. 120 Crores by the year end 2000. The company thereafter entered into a settlement agreement with PGFI for a sum of Rs 75 Crores only subject to the clearance of the Curative Petition of the Company. In view of the dismissal of the Curative Petition of the company, the company is in negotiation with PGFI for settlement of their dues out the compensation to be received by the company. The Company is hopeful that the dues of the Peerless would be settled at less than the principal amount of the Peerless in view of the adverse developments with regard to the curative petition. b) On 23rd August 1995 the Company had entered into subscription agreement with Bank of India wherein bank of India has subscribed 1000000 18.5% secured redeemable non convertible debentures of Rs. 100/- each amounting to Rs.10 crores. It has now been noticed from record that bank made a draft of Rs.10 crores directly in favour of GDA. Subsequently GDA has transferred over possession of Plot 2 at Indirapuram, Ghaziabad measuring 40200 sq mtrs acquired out of the aforesaid payment. However a sum of Rs. 4.57 crore was advanced by the bank in a separate account and accordingly treated as a separate loan without security. Accordingly while clarifying the nature of advances by the bank as above, however not to upset the settled affairs already taken place, NCD be treated as issued against 10 crores. The Bank of India had filed an appeal against the order dated 6th November, 2003 On 6th November, 2003 The DRT, Mumbai passed an order fog recovery of Rs.5.43 Crores along with interest @ 18.5% p.a. with half yearly rest from 24 August 1996 till the date of realisation and balance Rs. 4.57 crores given by Bank to the company to be considered as separate loan other than the loan under the present recovery. suit Bank of India has filed an appeal against the said order of the DRT which is also dismissed by the Appellate Tribunal. Futher the Bank rejected to accept the security of Plot No 2 of Sentosa City Land as offered by the company against the Plot No. 3 & 4 which were not acquired by the company from GDA. The Company is in the process of negotiation with Bank of India for settlement of their amounts out of the compensation to be received by the company and is hopeful that the dues of the Bank of India shall he settled at the principal amount The company is in the process of initiating talks with the creditors of the company for an amicaoie settlement of the liabilities. FIXED DEPOSIT: The Company has not accepted any Fixed Deposit from the public during the year under review. STOCK EXCHANGES & LISTING FEES: The companys Equity Shares at present are listed at Delhi and National Stock Exchanges. Due to recurring losses & lack of Income generation the Company has not paid annual listing fees for the years 2000-2001 to 2008 - 2009 and expect to pay the same as and when the financial position of the Company improves. DEMATERIALISATION OF SHARES: As the Shareholder are aware that w.e.f. 25th October, 2000 the Company's equity shares have been put under compulsory De-mat trading (for all Investors). As on 31st March. 2009 7.046% of total Equity Shares of the Company are being held in De-mat form. THE SHAREHOLDERS HOLDING SHARES IN ELECTRONIC (DEMAT) FORM SHOULD CORRESPOND WITH THEIR DEPOSITORY PARTICIPANT (DP) REGARDING ANY CHANGE IN PARTICULARS OF THEIR SHAREHOLDING AUDITORS: The Auditors of the Company M/s Shah Gupta & Company, Chartered Accountants retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that the proposed re-appointment. if made will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956. The observation of the Auditors in their report and notes attached to the accounts are self-explanatory and do not require any further clarification. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and Articles 134 and 135 of the Article of Association of the Company, Mr. Ashok Maheshwari was due for retirement by rotation at the ensuing Annual General Meeting and being eligible to offer himself for re-appointment. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges a 'Corporate Governance Report' is annexed PARTICULAR OF EMPLOYEES: During the year under review, there were no employees covered under the provisions of section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNING & OUTGO: The particulars required to be stated in this report pursuant to the recent amendments in the Companies Act, 1956 being measures for conservation of energy are not applicable. as your Company does not fall within the purview of any of the industries listed under the schedule to tire Rules. There no foreign exchange earning and during the year. DIRECTORS RESPONSIBILITY STATEMENT: In terms of Section 217 (2AA) of the Companies Act, 1956 as inserted by Companies (Amendment) Act, 2000, the Company confirms. i) that the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the material departures. ii) the that Directors has selected such accounting policies and applied them consistently and made judgements 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 the company for that period; iii) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records to accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) that the Directors had prepared the annual accounts on a going concern basis. APPRECIATION: The Board acknowledges with gratitude the co-operation and assistance provided by the Company's. Bankers The relations with the employees remained cordial and your Directors wish to place or, record their appreciation for contribution made by the employees at all levels. The Board appreciate the unstinted support from it stakeholders all these years and seeks the continued co-operation for better times ahead. FOR AND BEHALF OF THE BOARD OF DIRECTORS ASHOK PARWAL MANAGING DIRECTOR PLACE : NEW DELHI DATED : 31st August, 2009 ANNEXURE 'A' TO DIRECTORS' REPORT: Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules. 1988 and forming part of Directors' Report for the year ended 31st March 2009. I. Research & Development (R & D) a) Specific areas in which R & D carried out by the Company - None b) Benefits derived as a result of the above R & D - None c) Further plan of action The Company will take R&D activities in the organisation to improve quality and reduce cost by increasing the raw material efficiency and reducing chemical wastage. d) Expenditure on R & D - NIL I. Technology Absorption, Adoption & Innovation a) Efforts in brief made towards technology Absorption Adoption and Innovation. - NIL b) Benefit derived as a result of above efforts - None c) Particulars of Technology imported during last 5 years. - None 11. Foreign Exchange Earning & Out Go: a) Total Foreign Exchange Used & Earned Current Year Previous Year i) Foreign Exchange Used NIL NIL ii) Foreign Exchange Earned NIL NIL