DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

To,

The Members of,

VICTORIA ENTERPRISES LTD.

The Directors have pleasure in submitting their Annual Report together with the audited statement of accounts for the year ended 31st March, 2014.

1.         FINANCIAL HIGHLIGHTS :

                       (Rs. In Lacs)

2.         OPERATIONS :

The Company is engaged in the business of real estate development. The Company is also in the process to acquire some more real estate development projects in Mumbai and also outside Mumbai. The Company is concentrating in development of both commercial as well as residential projects.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize the opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in the business of the Company in the near future in this segment.

3.         GOVERNMENT INITIATIVES :

The Government of India announced stimulus package which, coupled with the Reserve Bank of India’s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way.

Foreign Investment Promotion Board (FIPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost

4.         OPPORTUNITIES AND THREATS:

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re-allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity to every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the real estate sector.

5.         RISKS AND CONCERNS :

Macro risks

• Global geo-political risk, economic shocks and policy reversals

• Economic risks – rising interest rates, inflation and currency risks

• Event risks – riots, natural calamities, etc.

• Rising costs of operation

• Constrained urban and physical infrastructure in cities

• Disparities in regional development within States

• Declining property rates

6.         DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2012 (CA2013/Act) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor’s report and board’s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Bank’s financial statements, auditor’s report and Board’s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. With respect to other provisions of the Act, appropriate references have been made in this report to the extent these provisions have been applicable effective April, 2014.

7.        FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

8.         DIRECTORS :

The Director Mr. Krishna Kumar Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered herself for the same and the board recommends her appointment.

9.         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.

(i)   That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii)  That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) 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;

(iv)            That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a Rs.going concern’ basis.

10.       DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A) :

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

11.       CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business. 

12.       AUDITORS :

The Statutory Auditors of the Company M/s. Parekh Shah & Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

13.       AUDITORS OBSERVATIONS:

(i)       That Auditors comment on the internal audit system of the company, Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

(ii)      That Auditors comment on provision of interest on term loan account of Bank of Baroda are self explanatory that the Company has provided for the interest on the term loan account as per the agreed rate of interest and has provided their liability. However the Bank has not provided for any interest as they have classified the same as Non Performing Assets

14.       CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor’s Certificate on its compliance is annexed to and forms part of the report.

15.      ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers.  The Board also places on record their appreciation for the devoted services rendered by the employees.