Your Directors have pleasure in presenting their Twenty Ninth Annual Report on the
business and operations of the Company along with the audited Financial Statements of
Account for the year ended 31st March, 2013.
The Summarized Financial Highlights of the Company are as follows:
||For the Year ended 31-03-2013
||For the Year ended 31-03-2012
||(Rs. In Lacs)
||(Rs. In Lacs)
|Sales and Other Income
|Miscellaneous Expenditure written off
|Profit before Taxation
|Provision for Taxation
|Provision for Taxation for earlier years
|Provision for Deferred Tax
|Provision for Deferred Tax written back
|Net Profit / (Loss) for the year
|Balance brought forward from previous year
|Profits available for Appropriations
|Balance carried to Balance Sheet
With a view to conserve and plough back the resources of the Company, the Board of
Directors has decided not to recommend any dividend for the Financial Year 2012-13.
REVIEW OF OPERATIONS:
During the year under review, the Company recorded the turnover of Rs. 8,689.35 Lacs as
compared to Rs. 7.797.51 Lacs for the previous year. The Company earned profit after tax
of Rs. 264.83 Lacs for the year as compared to Rs. 389.80 Lacs in the previous year.
Amid the deteriorating macroeconomic fundamentals and sagging business confidence, your
Company has performed better as compared to last years performance. But due to
increased input costs, strains on cash flows and pressure on margins continued and
adversely affecting the financial performance of the Company. During the year under
review, in spite of slowing Indian Economy, deteriorating macroeconomic conditions
worldwide and adverse market conditions, your Company has performed reasonably well in
terms of sales turnover. But, profit margin has come under tremendous pressure due to
rising input costs and cost overrun happening from delay in execution of projects which
have occurred on account of inordinate delay on the part of local authorities in issuing
necessary approvals. Construction work at the Companys Residential Project at Malad
(West), Mumbai is on the verge of completion. Construction work at Residential Joint
Venture Project is going on in full swing and is scheduled to be completed in time.
Necessary approvals are being sought from the concerned authorities for other projects on
hand. Amid the prevailing uncertain, unfavourable economic, financial, political and
business conditions, your Directors are negotiating to acquire new projects. The Company
has debt levels well within reasonable limits, your Directors hope that the Company will
register performance in the future with healthy cash flows.
REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance is attached herewith as Annexure I,
which forms part of this Report. The Certificate from Practicing Company Secretary, Mr.
Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report is attached herewith as Annexure
II and it forms part of this Report.
Pursuant to the provisions of the Companies Act, 1956 and relevant Article of the
Articles of Association of the Company, Mr. Jaipal Jain, Mr. Tarun Jain, Mr. Ramesh J.
Patel and Mrs. Shobha Jain retire by rotation at the forthcoming 29th Annual
General Meeting and being eligible they offer themselves for re-appointment. As per Item
No. 7 of the Notice for convening the 29th Annual General Meeting, Mrs. Pushpa
Jain is being proposed to be re-appointed as a Whole-time Director of the Company w.e.f. 1st
The Members are requested to approve their reappointments.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors, based on the
representations received from operating management and after due enquiry, confirm that:
(i) in the preparation of the annual accounts, the applicable Accounting Standards have
(ii) they have, in the selection of the accounting policies, consulted the Statutory
Auditors and those have been applied consistently. Reasonable and prudent judgments and
estimates have been made so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2013 and of the profit of the Company for the year
ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for detecting and preventing the fraud and
other irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Your Company has not accepted any Deposits from the public or its employees during the
year under review. There was no outstanding Deposit repayable as on 31st March,
PARTICULARS OF EMPLOYEES:
The Company did not have any employee who was in receipt of remuneration exceeding Rs.
60,00,000/- per annum and if employed for a part of the year exceeding remuneration at the
rate which in aggregate was Rs. 5,00,000/- per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of activities which are being carried on by the Company,
Provisions of Section 217(1)(e) of the Companies Act, 1956 relating to the Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding
conservation of energy and technology absorption, are not applicable to the Company.
There was no foreign exchange earnings and expenses during the year under review.
As regards Auditors remarks, your Directors wish to state as under:
(i) Regarding Accounting Standard 15 (Employees Benefits): The Company has provided and
paid gratuity actuarially determined by the Life Insurance Corporation of India.
(ii) Regarding non-payment of MVAT of Rs. 7,22,889/-for F.Y. 2011-12 and Service Tax of
Rs. 7,68,469/- for F.Y. 2012-13: These statutory dues were not paid on due dates as the
same could not be received from some customers and under the advice of tax consultants,
the same were provided in the books of account at the end of the year. The said statutory
dues have been paid in the current year and regarding Income Tax demand of Rs. 1,69,763/-
for A.Y. 2007-08 and Rs. 2,32,727/- for A.Y. 2008-09, these demand raised by the Assessing
Officer, were subject to rectification. The rectification Orders have been received in the
current year and accordingly, the Income Tax demand stand fully adjusted / paid in the
M/s. Mittal & Associates, Chartered Accountants, the Auditors of your Company,
retire at the forthcoming 29th Annual General Meeting. They are eligible for
re-appointment. The Members are requested to appoint the Auditors of the Company for the
current year and fix their remuneration.
Your Directors would like to express their appreciation for the co-operation and
assistance received from Banks, Government authorities, customers, suppliers and
shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services rendered by all the employees
of the Company.
||For and on behalf of the Board
||B. R. Maheshwari
|Place : Mumbai
|Dated : 12th August, 2013.