| Disclosure in board of directors report explanatory HI-CLASS BUILDCON PRIVATE LIMITED ANNUAL REPORT 2013-2014 DIRECTORS’ REPORT Dear Shareholders, Your directors have a pleasure in presenting the Annual Report along with the audited accounts of the Company for the financialyear ended 31stMarch 2014. FINANCIAL RESULTS Particulars | For the financial year ended 31st March, 2014 (Rs. in lacs) | For the financial year ended 31st March, 2013 (Rs. in lacs) | Total Income | 0.31 | 84.80 | Less : Total Expenses | 184.98 | 276.59 | Profit/(Loss) before tax | (184.67) | (191.79) | Tax expenses including Deferred tax and pre –period taxes adjustments | - | (10.64) | Profit/(Loss) after Tax | (184.67) | (202.43) |
FINANCIAL OVERVIEW Your Company recorded total income of Rs 0.31 Lakhs in the financial year 2013-14 as compared to Rs. 84.80 Lakhs in the financial year 2012-13. There has also been a decrease in the Company’s total expenditure from Rs. 276.59 Lakhs for the financial year 2012-13 to Rs. 184.98 Lakhs for the financial year 2013-14. Consequently, the Company has incurred Loss of Rs. 184.67 Lakhs in the financial year under review as compared to Loss of Rs. 202.43 Lakhs in the previous financial year. THE YEAR GONE BY Indian Economy According 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 Estate The 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 for consolidation and relocation and many Mumbai-based occupiers will avail of this option throughout Financial Year 2015. REVIEW OF OPERATIONS AND FUTURE OUTLOOK The Company is considering various options for the future growth and development of its business. DIVIDEND In view of the loss incurred by the Company, the Directors have not recommend any dividend for the year under review. HOLDING COMPANY Your Company continues to be subsidiary of Palava Dwellers Private Limited and Lodha Developers Private Limited. PUBLIC DEPOSITS Your 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. AUDITORS & REPLY TO AUDITOR’S REPORT M/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 6th 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, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 andtherules made thereunder. The Board recommends their re-appointment at the ensuing Annual General Meeting. Comments in the Auditors’ Report are self-explanatory and do not call for any further comments. DIRECTORS Mr. Rameshchandra Chechani, and Mr. Pankajkumar Jain ceased to be directors of the Company with effect from 4thOctober, 2013 and Mr. Amit Kamble and Mr. Manoj Vaishya were appointed as Additional Directors of the Company from the said date. Further Mr. Manoj Vaishya resigned from the Board of Directors of the Company on 14thApril, 2014 and Mr. Bharatkumar Jain was appointed as Additional Director on the Board of the Company pursuant to the provisions of the Companies Act, 1956 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. Necessary resolutions for their appointment have been incorporated in notice of the ensuing Annual General Meeting. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:- I. in the preparation of the accounts for the financial year ended 31stMarch, 2014, the applicable accounting standards have been followed and that there are no material departures from the same; 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 as at 31stMarch, 2014 and of the loss of the Company for the year ended on that date; III. the Directors have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities; IV. the Directors have prepared the accounts for the financial year ended 31stMarch, 2014 on a “going concern” basis. PARTICULARS OF EMPLOYEES There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975, as amended from time to time. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The 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 asAnnexure – A. ACKNOWLEDGEMENTS Your Directors would like to express their grateful appreciation for the assistance and support extended by various stakeholders of the Company and looks forward to continued support and co-operation from them. For and on behalf of the Board of Directors Sd/- Sd/- (Bharatkumar Jain) (Amit Kamble) Director Director Place: Mumbai Date: 3rd September, 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 proposals, if any being implemented for reduction of conservation of energy | None | | c) | Impact of 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 required since the Company is not covered in the list of specified industries. | | B | Technology Absorption | As per Form ‘B’ annexed. | | C | Foreign Exchange Earnings and Outgo | | | f) | 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 | | g) | Total Foreign Exchange earned and used | Nil |
FORM – B Form for Disclosure of particulars with respect to Absorption Research 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 | N.A. | | 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, Adaptation and Innovation | 1 | Efforts, in brief, made towards technology absorption, adaptation and innovation | None | | 2 | Benefits derived as result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. | N.A. | | 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 fully absorbed• | | | | d) If not fully absorbed, areas where this has not taken place, reasons therefor and future plan of action. | |
Details 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 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 217There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975, as amended from time to time. Disclosures in director’s responsibility statementPursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:- I. in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there are no material departures from the same; 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 as at 31st March, 2014 and of the Profit of the Company for the year ended on that date; III. the Directors have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities; IV. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern" basis. |