DIRECTORS
TO THE MEMBERS
Your Directors hereby present their Twenty-ninth Annual Report on the business
operations of the Company along with the audited statement of accounts for the year ended
31st March, 2014.
1. FINANCIAL RESULTS:
|
(Rs. in lacs) |
|
YEAR ENDED MARCH 31ST |
|
2014 |
2013 |
|
(Audited) |
(Audited) |
| Total Revenue |
6,006.21 |
6,426.89 |
| Profit before Exceptional and Extra-ordinary items and Tax |
54.26 |
1,709.11 |
| Exceptional Items |
0.00 |
4,538.41 |
| Profit / (Loss) before tax |
54.26 |
(2,829.30) |
| Provision for taxation |
|
|
| a) Current Tax |
10.90 |
375.00 |
| b) Deferred Tax |
9.80 |
(1,289.00) |
| c) Excess Tax Provision of earlier years |
(0.10) |
|
| Net Profit / (Loss) After Tax |
33.66 |
(1,915.30) |
| Add : Balance brought forward |
3,500.60 |
5,415.90 |
| Balance Carried to balance sheet |
3,534.26 |
3,500.60 |
2. DIVIDEND:
In view of outstanding financial obligations and in consideration of factors having
direct bearing on liquidity, your Directors do not recommend any Dividend for the
Financial year 2013-2014.
3. REVIEW OF OPERATIONS:
The fiscal year ended 31st March, 2014, has witnessed new set of challenges
and new set of opportunities, both are happening with speed and unpredictability on the
echelon of the economic scenario. To grow, survive, sustain and succeed every economic
entity needs to understand mechanics of fast changing challenges and opportunities in the
context of ever-changing circumstances; political-economical and social in which they are
operating. This is the new reality.
Change of the Government at the centre has aroused lot of expectations amongst
established business houses and new entrepreneurs. Established leaders in the real estate
sector are also expecting from the new Government at the centre far-reaching changes in
the policies and law having impact on growth of the sector directly and through linkage
effect indirectly which encourage and boost real estate sector.
Optimization of resources in hand is top priority of the Management. Endeavours are
made to complete existing projects within fixed time to avoid cost-overrun and explore new
opportunities 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 that
direction, the Company has settled with its major lender, State Bank of India, and have
started making payment of installments as per Settlement.
The Company’s project Phase II of Lok Nirman at Khar, Mumbai and Phase III of Lok
Nagari project at Ambernath are Joint Ventures with Rustomjee Group and M/s. Sankalp
Realty Pvt. Ltd. respectively are in progress.
During the year under review, the Company achieved total income of Rs. 6,006.21 lacs as
against Rs. 6,426.89 lacs in the previous year. During the year under review, Net Profit
before tax is Rs. 54.26 lacs whereas in the previous year, it was loss of Rs. 2,829.30
lacs. The loss suffered during the previous year due to exceptional item and elaborate
explanation 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. 1,915.30 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 attained
turnover of Rs. 62.72 lacs against Rs. 141.89 lacs in the previous year. Further, during
the year under review, Company has suffered loss of Rs. 55.65 lacs against Rs. 87.64 lacs
in the previous year.
6. DIRECTORS’ RESPONSIBILITY STATEMENT:-
In terms of section 217 (2AA) of the Companies Act, 1956, the Directors would like to
state that:-
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation 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.
7. CORPORATE GOVERNANCE:
During the year under review, your Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing
Agreement have been complied with. Management Discussion and Analysis Report for the year
under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange,
is forming part of the Corporate Governance Report. A separate Report on on Governance
along with the Auditors’ Certificate its compliance, forms part of this Report and is
annexed hereto.
8. DIRECTORS:
In the last Annual General Meeting held on 19th September, 2013, the Shareholders
approved the appointment of Shri Darshan L. Gandhi and Ms. Naina M. Shah as
Managing Director and Executive Director respectively for a period of five years w.e.f. 1st
April, 2013 till 31st March, 2018. However, remuneration package for them was
deferred to be considered at appropriate time in view of affecting provisions of Company
Law and rules made thereat. On 1st April, 2014, the Board of Directors in their
Meeting, approved the remuneration package of Shri Darshan L. Gandhi and Ms.Naina M. Shah
w.e.f. 1st April, 2014. Notice of Annual General Meeting mentions the relevant
Resolution 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 30th
November, 2014. The Board places on record its appreciation of the services rendered by
her during her very long tenure on the Board.
Appointment of Independent Director : Pursuant to Sections 149, 150 and 152 of the
Companies 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 a
term of five consecutive years on the Board of Directors of your Company. Accordingly, it
is proposed to appoint Shri Sudeep S. Roy, existing Independent Director as
Non-Executive Independent Director for five consecutive years w.e.f. 1st April, 2014 to
31st 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 27th
March, 2014. The Board places on record its appreciation of the services rendered by him
during his very long tenure on the Board.
The composition of the Board of Directors of the Company with reference to number of
Executive and Non-Executive Directors doesn’t meet with the requirements of Clause
49(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 the
applicable 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 others,
secured creditor for land development rights". For clarification, appropriate
explanation 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. Suresh
Thanawala and others, who have demanded interest/additional compensation for delay in
payments due to them. The Company has provided for the original liability and not for any
additional claim/ interest/compensation demanded by such creditors. There is a probability
that the additional claim/interest/ compensation demanded by such creditors will be paid
by the Company but since the same is under negotiation, it is unascertainable and
unqualifiable, to that extent the Company has a contingent liability."
10. AUDITORS:
The Company’s Auditors, M/s. Bhupendra Shroff & Co., Chartered Accountants,
Mumbai, retires at the ensuing Annual General Meeting. They offer themselves for
re-appointment from the conclusion of the 29th Annual General Meeting till the
conclusion of 32nd Annual General Meeting as per provisions of Companies Act,
2013 read with Companies(Audit and Auditors) Rules, 2014.
11. COST AUDITOR :
Ms. Shraddha Mahadik, Cost Accountant by profession, is appointed as a Cost Auditor of
the Company, pursuant to Section 233B of the Companies Act, 1956 to conduct Cost Audit for
the 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 to
Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is not provided as the
same is not applicable to the Company.
Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and
Professional 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 remuneration,
which, in the aggregate, was not less than the sum prescribed under Section 217(2A) of the
Companies Act, 1956. Hence, information as required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not forming
part of this report.
14. PERSONNEL:
The Directors wish to place on record their sincere appreciation for the outstanding
contribution and devoted services of employees at all levels of the Company during the
year under review.
15. ACKNOWLEDGMENTS:
The Directors acknowledge the valued co-operation and continued support extended to the
Company by its Bankers, Financial Institutions and various other lenders. The Directors
also place on record their gratitude to various departments of Government of Maharashtra
and Government of India and authorities of different Municipal Corporations of
Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange Board of India and the
Advisors for their valuable co-operation. And to you our Shareholders, we are deeply
grateful 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. |
|
+91-9892691696
