| Disclosure in board of directors report explanatory AASTHAVINAYAK ESTATE COMPANY PRIVATE LIMITEDDear Shareholders,Your Directors have pleasure in presenting the Annual Report along with the audited accounts of the Company for the financial year ended 31st March 2014.FINANCIAL RESULTS & OVERVIEW (Rs. In Lakhs)Particulars | For the financial year ended 31st March, 2014 | For the financial year ended 31st March, 2013 | Total Income | 0.15 | - | Less: Total Expenses | 3.87 | 20.70 | Profit/(Loss) before tax | (3.72) | (20.70) | Tax expenses including Deferred tax and pre –period taxes adjustments | - | (12.53) | Loss for the year | (3.72) | (33.23) |
The total income of the Company was Rs. 15,000 for the financial year 2013-14. There has been decrease in Company’s total expenditure from Rs. 20.70 lakhs for the financial year 2012-13 to Rs. 3.87 lakhs for the financial year 2013-14. Accordingly, the loss for the financial year reduced from Rs. 33.23 lakhs for the financial year 2012-13 to Rs. 3.72 lakhs for the financial year 2013-14.THE YEAR GONE BYINDIAN ECONOMYAccording to the World Bank Report, India with large current account and fiscal deficits and weaker growth, was hit particularly hard by a withdrawal of portfolio capital (resulting in steep currency depreciation) in the middle of the year, stemming from apprehensions of tapering of US quantitative easing. The GDP growth in Financial Year 2014 was around 5%. That’s technically a recovery from 4.5% GDP growth in Financial Year 2013 on the back of a monsoon boost for agricultural sector and an improvement in services sector. The World Bank expects the pace of India’s economic growth to pick up and stand at 6.2 per cent in Financial Year 2015 and at 7.1 per cent in Financial Year 2016.The economy has stabilised in recent quarters, though GDP growth remains well below potential. Downside risks have receded. The rupee is less vulnerable to the US Fed tapering than it was in Calendar Year 2013. The economy will slowly improve across Calendar Year 2014 but not hit potential until well into Calendar Year 2015. Exports have already started to pick up, helping to narrow the CAD and on the home front, fewer downside risks, a more competent central bank governor, and the prospect of better government after the May elections have boosted business and investor confidence.MUMBAI REAL ESTATEThe Mumbai real estate market has been going through a sluggish phase due to the uncertain economic conditions prevalent in the country for the last couple of years. The past two years have seen the launches plummeting over 40% compared to peak levels in Calendar Year 2010. Most of the launches have been at a discount to the average market prices to attract volumes. New product launches at attractive prices with discounts and schemes have attracted buyers and have been moderately successful. Though the residential inventory level has been increasing over the years, the residential market has been able to maintain the price strength. The city’s realty scenario is interestingly poised post outcome of General Elections leading to a strong majority Government at the Centre. A number of projects which were stuck up at the approval stage in the last couple of years are likely to be cleared, paving way for a large number of launches hitting the market.The Mumbai office absorption for Calendar Year 2013 was lower by 20% than in Calendar Year 2012. Uncertain economic environment has continued leading to reduced employment growth and therefore lower the fresh commercial property absorption. The tighter lending standard for commercial construction has not helped either. On the brighter note these market conditions continue to favour tenants in most of Mumbai’s micro-markets by ways of a larger bunch of options, rational pricing and various concessions. The real estate market conditions are optimal forconsolidation and relocation and many Mumbai-based occupiers will avail of this option throughout Financial Year 2015. DIVIDENDThe Directors do not recommend any dividend for the year under review.HOLDING COMPANYYour Company is a wholly-owned subsidiary of Lodha Land Developers Private Limited which in turn is an indirect subsidiary of Lodha Developers Private Limited.SCHEME OF AMALGAMATIONThe Company (Transferor Company) has entered into a Scheme of Amalgamation with its Holding Company viz. Lodha Land Developers Private Limited (Transferee Company). The appointed date for said Scheme of Arrangement is April 1, 2013. The necessary petition for the same has already been filed with the Hon’ble High Court of Bombay and order of the Court in this regard is awaited.AUDITORS & AUDITORS REPORTM/s. Shanker and Kapani, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the sixth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.As required under Section 139 of the Companies Act, 2013, the Company has obtained written consent from M/s. Shanker and Kapani, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) & 141 of the Companies Act, 2013 and the rules made thereunder. The Board recommends their re-appointment at the ensuing Annual General Meeting.The comments of the Auditors are self explanatory and do not call for any further comments.PUBLIC DEPOSITSYour Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding, on the Balance sheet date.DIRECTORSDuring the year under review, Mr. Rameshchandra Chechani and Mr. Pankajkumar Jain, resigned from the Directorship of the Company effective October 4, 2013 and Mr. Amit Kamble and Mr. Manoj Vaishya was appointed as the Additional Director on the Board of the Company effective from said date. Mr. Manoj Vaishya resigned from the Board of Directors of the Company w.e.f.14th April, 2014 and Mr. Bharatkumar Jain was appointed as Additional Director on the Board of the Company effective from the said date.Mr. Amit Kamble and Mr. Bharatkumar Jain, being Additional Directors, hold their office upto the date of the ensuing Annual General Meeting. The Company has received the notice from a member of the Company proposing the candidature of Mr. Amit Kamble and Mr. Bharatkumar Jain as Directors of the Company. The Board recommends their appointment, as Director, at the ensuing Annual General Meeting.DIRECTORS' RESPONSIBILITY STATEMENTAs stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm 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) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 loss of the Company for that period;(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 (including any modification or re-enactment thereof) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;(iv) the annual accounts, have been prepared on a going concern basis.PARTICULARS OF EMPLOYEESDuring the year under review, there were no employees in the Company in respect of whom the statement pursuant to provisions the Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 of the Companies Act, 1956, as amended, from time to time, is required to be prepared.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached with this report as Annexure -A.ACKNOWLEDGEMENTSYour Directors would like to express their grateful appreciation for the assistance and support extended by all Stakeholders. For and on behalf of the Board of Directors Aasthavinayak Estate Company Private Limited Amit Kamble Bharatkumar Jain Director Director Place: MumbaiDate: 20 November, 2014
ANNEXURE ‘A’
Disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.| A. | Conservation of Energy | | | a) | Energy conservation measures taken | The operations of the Company are not energy intensive. However the Company is committed to optimize usage of energy. | | b) | Additional Investments and proposal if any being implemented for reduction of consumption of energy | None | | c) | Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: | Not applicable | | d) | Total Energy Consumption and Energy Consumption per unit of production as per Form A of the Rules in respect of Specified Industries. | Details as per Form A are not applicable for the businesses of the Company as they are not covered under list of specified industries. | | B | Technology Absorption | As per Form 'B' annexed. | | C | Foreign Exchange Earnings and Outgo | | | | i) Activities relating to exports | The Company does not have any export activities. | | | ii) Initiatives taken to increase, exports | None | | | iii) Development of new export markets for products and services | None | | | iv) Export plans | None | | D | Total Foreign Exchange earned and used | Foreign exchange earned: NIL | | | | Foreign exchange used: NIL |
FORM – BForm for Disclosure of particulars with respect to AbsorptionResearch and Development (R&D)| 1 | Specific areas in which R & D carried out by the Company | None | | 2 | Benefits derived as a result of the above R & D | Nil | | 3 | Future plan of action | To provide world class real estate developments | | 4 | Expenditure on R&D | Nil | | | (a) Capital | | | | (b) Recurring | | | | (c) Total | | | | | | | 5 | Total R&D expenditure as a percentage of total turnovers | Nil |
Technology Absorption, Adaption and Innovation| 1 | Efforts, in brief, made towards technology absorption, adaption and innovation | Nil | | 2 | Benefits derived as result of the above effort, e.g., product improvement cost reduction, product development, import substitution, etc. | Nil | | 3 | In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished | Nil | | | a. Technology imported | | | | b. Year of import | | | | c. Has technology been absorbed | | | | d. If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action. | |
For and on behalf of the Board of Directors Aasthavinayak Estate Company Private Limited Amit Kamble Bharatkumar Jain Director DirectorPlace: MumbaiDate: 20 November, 2014Details regarding energy conservationThe particulars relating to energy conservation as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached with this report as Annexure -A. Details regarding technology absorptionThe particulars relating to technology absorption as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached with this report as Annexure -A. Details regarding foreign exchange earnings and outgoThe particulars relating to foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached with this report as Annexure -A. Particulars of employees as per provisions of section 217During the year under review, there were no employees in the Company in respect of whom the statement pursuant to provisions the Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 of the Companies Act, 1956, as amended, from time to time, is required to be prepared. Disclosures in director’s responsibility statementAs stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm 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)appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 loss of the Company for that period;(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 (including any modification or re-enactment thereof) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;(iv)the annual accounts, have been prepared on a going concern basis. |