TO THE MEMBERS
Your Directors hereby present their Twenty-ninth Annual Report on the businessoperations of the Company along with the audited statement of accounts for the year ended31st March 2014.
1. FINANCIAL RESULTS:
| || |
(Rs. in lacs)
| || |
YEAR ENDED MARCH 31ST
| ||2014 ||2013 |
| ||(Audited) ||(Audited) |
|Total Revenue ||6006.21 ||6426.89 |
|Profit before Exceptional and Extra-ordinary items and Tax ||54.26 ||1709.11 |
|Exceptional Items ||0.00 ||4538.41 |
|Profit / (Loss) before tax ||54.26 ||(2829.30) |
|Provision for taxation || || |
|a) Current Tax ||10.90 ||375.00 |
|b) Deferred Tax ||9.80 ||(1289.00) |
|c) Excess Tax Provision of earlier years ||(0.10) || |
|Net Profit / (Loss) After Tax ||33.66 ||(1915.30) |
|Add : Balance brought forward ||3500.60 ||5415.90 |
|Balance Carried to balance sheet ||3534.26 ||3500.60 |
In view of outstanding financial obligations and in consideration of factors havingdirect bearing on liquidity your Directors do not recommend any Dividend for theFinancial year 2013-2014.
3. REVIEW OF OPERATIONS:
The fiscal year ended 31st March 2014 has witnessed new set of challengesand new set of opportunities both are happening with speed and unpredictability on theechelon of the economic scenario. To grow survive sustain and succeed every economicentity needs to understand mechanics of fast changing challenges and opportunities in thecontext of ever-changing circumstances; political-economical and social in which they areoperating. This is the new reality.
Change of the Government at the centre has aroused lot of expectations amongstestablished business houses and new entrepreneurs. Established leaders in the real estatesector are also expecting from the new Government at the centre far-reaching changes inthe policies and law having impact on growth of the sector directly and through linkageeffect indirectly which encourage and boost real estate sector.
Optimization of resources in hand is top priority of the Management. Endeavours aremade to complete existing projects within fixed time to avoid cost-overrun and explore newopportunities to utilize its land-bank independently or through joint venture.
Reducing its long-term and short-term debts is not out of sight of the Company. In thatdirection the Company has settled with its major lender State Bank of India and havestarted making payment of installments as per Settlement.
The Companys project Phase II of Lok Nirman at Khar Mumbai and Phase III of LokNagari project at Ambernath are Joint Ventures with Rustomjee Group and M/s. SankalpRealty Pvt. Ltd. respectively are in progress.
During the year under review the Company achieved total income of Rs. 6006.21 lacs asagainst Rs. 6426.89 lacs in the previous year. During the year under review Net Profitbefore tax is Rs. 54.26 lacs whereas in the previous year it was loss of Rs. 2829.30lacs. The loss suffered during the previous year due to exceptional item and elaborateexplanation was given in the previous Annual Report. Net Profit in the current year is Rs.33.66 lacs whereas in the previous year the Net Loss was Rs. 1915.30 lacs.
4. FIXED DEPOSITS:
The Company has not accepted/renewed any Fixed Deposits during the year under review.The Company had no outstanding Fixed Deposits at the close of the year under review.
5. IN-HOUSE MANUFACTURING ACTIVITIES:
During the year under review in the business of concrete blocks Company has attainedturnover of Rs. 62.72 lacs against Rs. 141.89 lacs in the previous year. Further duringthe year under review Company has suffered loss of Rs. 55.65 lacs against Rs. 87.64 lacsin the previous year.
6. DIRECTORS RESPONSIBILITY STATEMENT:-
In terms of section 217 (2AA) of the Companies Act 1956 the Directors would like tostate that:-
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) The directors have 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 and ofthe profit of the company for that period;
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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.
7. CORPORATE GOVERNANCE:
During the year under review your Company has taken adequate steps to ensure that allmandatory provisions of Corporate Governance stipulated in Clause 49 of the ListingAgreement have been complied with. Management Discussion and Analysis Report for the yearunder review as stipulated under Clause 49 of the Listing Agreement with Stock Exchangeis forming part of the Corporate Governance Report. A separate Report on on Governancealong with the Auditors Certificate its compliance forms part of this Report and isannexed hereto.
In the last Annual General Meeting held on 19th September 2013 the Shareholdersapproved the appointment of Shri Darshan L. Gandhi and Ms. Naina M. Shah asManaging Director and Executive Director respectively for a period of five years w.e.f. 1stApril 2013 till 31st March 2018. However remuneration package for them wasdeferred to be considered at appropriate time in view of affecting provisions of CompanyLaw and rules made thereat. On 1st April 2014 the Board of Directors in theirMeeting approved the remuneration package of Shri Darshan L. Gandhi and Ms.Naina M. Shahw.e.f. 1st April 2014. Notice of Annual General Meeting mentions the relevantResolution and Explanatory Statement for the approval of the Shareholders
Ms. Naina M. Shah Executive Director of the Company resigned from the Board w.e.f.24th November 2014. The Company has paid her full remuneration till 30thNovember 2014. The Board places on record its appreciation of the services rendered byher during her very long tenure on the Board.
Appointment of Independent Director : Pursuant to Sections 149 150 and 152 of theCompanies Act 2013 read with Companies(Appointment and Qualification of Directors)Rules 2014 along-with Schedule IV of the Act Independent Directors can hold office for aterm of five consecutive years on the Board of Directors of your Company. Accordingly itis proposed to appoint Shri Sudeep S. Roy existing Independent Director asNon-Executive Independent Director for five consecutive years w.e.f. 1st April 2014 to31st March 2019 subject to the approval of the Members at the Annual General Meeting.The Independent Directors shall not be liable to retire by rotation.
Shri Chiman J. Sanghavi an Independent Director of the Company resigned on 27thMarch 2014. The Board places on record its appreciation of the services rendered by himduring his very long tenure on the Board.
The composition of the Board of Directors of the Company with reference to number ofExecutive and Non-Executive Directors doesnt meet with the requirements of Clause49(I)(A) of the Listing Agreement as on the date of signing this Report.
The able endeavours are being made to appoint Independent Directors to fulfill theapplicable provisions of the Companies Act 2013 and Regulations of Listing Agreement.
9. AUDITORS REPORT :
The Auditors have made qualification in their Report with respect to non-provision for"additional consideration / compensation claimed by Mr. Suresh Thanawala and otherssecured creditor for land development rights". For clarification appropriateexplanation is given in the Notes to the Financial Statements under para no. 15.6 :Explanation hereunder :
"The Company is re-negotiating terms with its vendors particularly Mr. SureshThanawala and others who have demanded interest/additional compensation for delay inpayments due to them. The Company has provided for the original liability and not for anyadditional claim/ interest/compensation demanded by such creditors. There is a probabilitythat the additional claim/interest/ compensation demanded by such creditors will be paidby the Company but since the same is under negotiation it is unascertainable andunqualifiable to that extent the Company has a contingent liability."
The Companys Auditors M/s. Bhupendra Shroff & Co. Chartered AccountantsMumbai retires at the ensuing Annual General Meeting. They offer themselves forre-appointment from the conclusion of the 29th Annual General Meeting till theconclusion of 32nd Annual General Meeting as per provisions of Companies Act2013 read with Companies(Audit and Auditors) Rules 2014.
11. COST AUDITOR :
Ms. Shraddha Mahadik Cost Accountant by profession is appointed as a Cost Auditor ofthe Company pursuant to Section 233B of the Companies Act 1956 to conduct Cost Audit forthe Financial Year 2013-14.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information relating to Conservation of Energy Technology Absorption etc. pursuant toSection 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure ofParticulars in the Report of the Board of Directors) Rules 1988 is not provided as thesame is not applicable to the Company.
Foreign Exchange earnings are Nil. Outgo on account of traveling expenses andProfessional Fees during the year under review are Nil.
13. PARTICULARS OF EMPLOYEES:
During the year under review there is no employee who was in receipt of remunerationwhich in the aggregate was not less than the sum prescribed under Section 217(2A) of theCompanies Act 1956. Hence information as required under Section 217(2A) of the CompaniesAct 1956 read with the Companies (Particulars of Employees) Rules 1975 is not formingpart of this report.
The Directors wish to place on record their sincere appreciation for the outstandingcontribution and devoted services of employees at all levels of the Company during theyear under review.
The Directors acknowledge the valued co-operation and continued support extended to theCompany by its Bankers Financial Institutions and various other lenders. The Directorsalso place on record their gratitude to various departments of Government of Maharashtraand Government of India and authorities of different Municipal Corporations ofMaharashtra Bombay Stock Exchange Ltd. Securities And Exchange Board of India and theAdvisors for their valuable co-operation. And to you our Shareholders we are deeplygrateful for the confidence and faith which you have always placed in us.
| ||on behalf of the Board of Directors |
| ||Sd/- |
| ||DARSHAN L. GANDHI |
| ||Chairman & Managing Director |
| ||DIN No. 00278068 |
|Place : Mumbai. || |
|Dated : 2nd March 2015. || |