Trinethra Infra Ventures Ltd Directors Report

TRINETHRA INFRA VENTURES LIMITED ANNUAL REPORT 2009-2010 DIRECTORS REPORT To The Members of Trinethra Infra Ventures Limited We have pleasure in presenting the 18th Annual Report and the Audited Statements of Accounts for the financial year ended March 31, 2010. FINANCIAL RESULTS: (Rs. in Lakhs) Particulars 2009-2010 2008-2009 Gross Total Income from Operations 10098.37 4762.47 Profit before Depreciation and Taxes 808.34 384.17 Depreciation 105.96 22.24 Profit Before Tax 702.37 361.93 Provision for Tax 238.67 124.22 Net Profit 463.70 237.71 Proposed Dividend 64.56 32.28 Provision for Dividend Tax 10.97 5.49 Balance Carry forward to Balance Sheet 388.18 199.94 OPERATIONS: During the year under review, there was a marked improvement in the performance of the Company by achieving a gross income of Rs. 100.98 Crores which represents an increase of 112% over the previous year and a profit after taxes is at 4.64 Crores which represents an increase of 95% over the previous year. DIVIDEND: The Board of Directors has recommended a dividend at the rate of 10% (Re.0.20 per share) on the paid up capital of Rs.6,45,59,000/- consisting of 3,22,79,500 equity shares of Rs.2/-each for the financial year ended March 31, 2010, which if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity shareholders whose name appear in the register of members of the Company at the close of business hours on September 27, 2010 after considering all physical share certificates lodged for transfer, and (ii) those whose names appear as beneficial owners as per the information furnished by the NSDL and the CDSL as on September 27, 2010. DIRECTORS: Mr. S. Subba Rao and Mr. P. Koteswara Rao retire by rotation and are eligible for re- appointment. Further Mr. M. Narasimha Rao was appointed as Executive Director of the Company and Mr. PWRRLN Prasad was re-appointed as Managing Director of the Company with effect from August 14, 2010. AUDITORS: M/s. P S Nagaraju & Co, Chartered Accountants, Statutory Auditors of the Company appointed in the previous Annual General Meeting hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received from P S Nagaraju & Co. a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. DIRECTORS RESPONSIBILITY STATEMENT: In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm: i) That the directors in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures. 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 of 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 this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) That the directors had prepared the annual accounts on the going concern basis. PARTICULARS OF EMPLOYEES: No employee was in receipt of remuneration for the financial year 2009-10 exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date. PUBLIC DEPOSITS: Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year. Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo: We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization to carry out business effectively and efficiently. Even though the real estate development and infrastructure industry is labour intensive, we believe that there is an increasing need to mechanize the processes involved in order to minimize costs and increase efficiency. We intend to make investments in innovative techniques for this regard. Energy: The Company is in the business of property development and infrastructure sector does not require large quantities of energy. However, wherever possible energy saving efforts are made. Foreign Exchange Earnings & Outgo: Foreign Exchange Earnings Nil Foreign Exchange Outgo Nil CORPORATE GOVERNANCE: A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS: A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report. ACKNOWLEDGEMENTS: Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives. BY ORDER OF THE BOARD SD/- Place: Hyderabad PVVRRLN. PRASAD Date : 14-08-2010 CHAIRMAN Management discussion and analysis (Forming part of Directors Report) Industry Structure and Developments: The strong population growth in India and growing economy are generating enormous pressures to modernize and expand the countrys infrastructure. India lags behind in developing its infrastructure by a wide margin and this is the key constraint to India achieving a higher economic growth trajectory. All economic sectors can benefit from more comprehensive infrastructure in the country. Government envisages USD 500 billion infrastructure opportunity for the Eleventh Plan based on assumptions of high rate of economic growth in the country (9% across the plan), marked improvement in the pace of infrastructure creation, improvement in government finances, and ample availability of capital in both domestic and foreign markets. Opportunities: Indias rapid economic growth has put a strain on the countrys existing infrastructure, which has not kept pace with development. Indias economy has enjoyed a compound annual growth rate (CAGR) of 8% plus over the past five years. Strong economic growth and confidence in future prosperity have produced strong consumption growth. Favorable demographics lie at the core of Indias success with 50% of the population below 25 years of age, forming a massive consumer base in the years ahead. Outlook: The Company is confident that the present environment of investments in infrastructure by the State and Central Governments assures sustainable operations going forward, and possibility to maintain the growth rates achieved in earlier years. Challenges, Risks and Concerns: Though the past year has been full of challenges, your Company has managed to sail through it, thanks to the unstinted support of its employees. With the worst of the economic crisis behind us we are poised for new challenges, increased productivity and profitability. Competition from the existing and emerging local and International players continues to pose challenges to the domestic markets. The Company has to reckon with aggressive strategies from the new entrants in the market. Internal Control: The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The internal control system provides for well documented policies, guidelines, authorizations approvals and procedures. The observations arising out of audit are subject to periodic review, compliance and monitoring. The significant observations, made in internal audit reports, along with the status of action thereon are reviewed by the Audit Committee of the Board of Directors on a regular basis for future appropriate action, if deemed necessary. Discussion on Financial Performance with respect to Operational Performance: 1. Total Income: During the year under review Trinethra has achieved a gross total income of Rs. 100.98 Crores 2. Share Capital: The paid up share capital as on 31st March, 2010 is 6,45,59,000 divided into 3,22,79,500 Equity Shares of Rs.2/- each. 3. Net Profit: The Companys operating profit during the year under review has resulted in a net profit of Rs.4.64 Crores. 4. Dividend: The Board of Directors has recommended a dividend of 10% on the paid-up capital of Rs.6,45,59,000 for the financial year ended March 31, 2010. 5. Earning Per Share (EPS): The Earning Per Share for the Financial Year 2009-10 is Rs.1.44/- per share (Face Value: Rs.2/- each). Human Resources Development and Industrial Relations: Trinethra Infra Ventures Limited firmly believes that Human Assets are more critical then physical and financial assets as they are the ones who manage and sustain the growth of physical and financial assets of the company. Trinethra is well on its way in establishing an integrated system of workforce, which endeavors to develop the capability of its employees that clearly aligns with the business objectives and performance. Further, we also encourage individual and team awards to sustain and institutionalize the various workforce practices. This helped in giving lots of encouragement to the workforce who have been striving hard to achieve various goals. Cautionary Statement: The statements contained above may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the companys operations include changes in economic environment, rise in input costs and competitive pressures.