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GWL Properties Ltd.

BSE: 508809 Sector: Infrastructure
NSE: N.A. ISIN Code: INE595C01025
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GWL Properties Ltd. (GWLPROPERTIES) - Director Report

Company director report

DIRECTORS

Your Directors have pleasure in presenting the 87th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch, 2012.

FINANCIAL RESULTS

Rs.
YEAR ENDED 31.03.2012 YEAR ENDED 31.03.2011
PARTICULARS
Profit/(Loss) before Interest and Depreciation (1,101,632) (5,806,222)
Interest 12,217 3,545
Depreciation 62,844 62,784
Profit/(Loss) before Tax (1,176,693) (5,872,551)
Deferred Tax (561,855) (194,296)
Profit/(Loss) after Tax (614,838) (5,678,255)
Balance brought forward from previous year 54,545,793 60,224,048
Transfer to Capital Redemption Reserve - -
Balance carried to Balance Sheet 53,930,955 54,545,793

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year under review, the Company incurred a loss of Rs. 614,838 compared to aloss of Rs. 5,678,255 in the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear. The Company does not have any fixed deposits as at the date of the Balance Sheet.

AUDITORS' REPORT

In respect of the observations/remarks in the Auditors' Report, the relevant notes tothe accounts are self-explanatory.

SUBSIDIARY COMPANY

The Audited Accounts of SMN Engineers Limited for the financial year ended 31stMarch, 2012 together with the Directors' Report and the Auditors' Report are attached tothis report, in accordance with Section 212 of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. Sanjeev Jain, Director of the Company, retires byrotation, and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors herebyconfirm that:

(a) in the preparation of Annual Accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended31st March, 2012 and of the loss of the Company for that year;

(c) the Directors had, as far as possible, taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of tieCompanies Act, 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities, to the best of their knowledge and ability;

(d) the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, who hold office upto the conclusion ofensuing Annual Genera! Meeting, have signified their willingness to be reappointed asStatutory Auditors and have confirmed that their reappointment, if made, would be withinthe prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they arenot disqualified for such appointment/reappointment within the meaning of Section 226 ofthe said Act.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ETC. ANDFOREIGN EXCHANGE EARNINGS & OUTGO

Since the Company is not engaged in manufacturing activities, disclosure ofinformation relating to Conservation of Energy and Technology Absorption under Section217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particularsin the Report of the Board if Directors) Rutes,1988, is not applicable.

The Company neither incurred any expenditure nor earned any income in foreign exchange.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limitprescribed ureter Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975. Therefore, the information required under Section217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks,shareholders, employees and other stakeholders for their valued support

For and on behalf of the Board of Directors
Sanjeev Jain Ravindra K Raje
Director Wholetime Director
Place : Mumbai
Date : 14th August 2012