DIRECTORS' REPORT Dear Shareholders, Your Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2014. OPERATIONS During the year ended 31st March 2014, the income decreased to Rs. 83,60,227/- as compared to Rs. 7,12,11,135/- for the previous year in view of suspension of operations due to regulatory requirements. The Company has incurred net loss for the year Rs. 1,70,14,015/- as compared to net loss of Rs. 28,74,184/- in the previous year. Your Company has all the projects in Mumbai and in view of delay in approvals the year in retrospect was subdued which impacted the business as also new projects showed a marked delay in launching. DIVIDEND In view of loss for the year, your directors do not recommend any dividend for the year ended 31st March, 2014. Due to the aforesaid facts the Company has also requested to preference shareholders for waiver of dividend for the financial year under review which were duly approved by them. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report is attached herewith as Annexure I and forms part of this report inter alia adequately deals with the operation and current and future outlook of the Company. CORPORATE GOVERNANCE Your company has been practicing the principle of good corporate governance. It has evolved over the years in your Company not just for the regulatory requirements but on account of sound management practices and for enhancing customer satisfaction. As required under clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance regarding compliance of the code of Corporate Governance along with a certificate from Practicing Company Secretaries is attached herewith as Annexure II and form part of this report. PARTICULARS OF EMPLOYEES The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under :- Value of imports of Capital Goods on c.i.f. basis for the year under review is Rs. Nil ( Previous year Rs. Nil). DIRECTORS Shri Naman Shah and Shri Sanjiv Bansal, Directors of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment. DIRECTOR RESPOSIBILITY STATEMENT Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following; • that in the preparation of the annual accounts, the applicable accounting standards have been followed; • that 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, 2013 and of the profits of the Company for that year; • that 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. • that the annual accounts have been prepared on a going concern basis. AUDITORS M/s. Sharp and Tannan, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment. AUDITORS REPORT The observations, if any, made in the Auditors' Report read with the relevant notes as given in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956. DEPOSITS The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies ( Acceptances of Deposits ) Rules, 1975, during the year under review. ACKNOWLEDGEMENTS Your Directors take the opportunity to express deep sense of gratitude to the Central and State Government, Bankers, Customers and Shareholders. For and on behalf of the Board of Directors Director Director Place: Mumbai Date : 27th May, 2014 |