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Directors Report of Basil Infrastructure Projects Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 29TH Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31,2015.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Gross Profit before Interest and Depreciation (12.19) (6.64)

Less: Interest 10.77 10.03

Depreciation 19.04 12.63

Profit/ (loss) after Interest and Depreciation (42.00) (29.30)

Less: Provision forTaxation 2.00 7.08

Balance afterTotal Provisions (44.00) (36.38)

ExcessZ(Short) provision of Income Tax for earlier years 7.08 9.44

Add: ProfitZ(Loss) brought forward from Previous year 175.56 202.50

Balance of Profit carried over to next year 138.64 175.56

Performance of your Company:

As you are aware the operating performance of infrastructure projects has declined due to market conditions and partition of the state of Andhra Pradesh & Telangana. Due to which, the investee company projects have not shown significant growth compared to previous year.

Dividend

The Board of Directors has not recommended any dividend for the Financial year 2014-15 in view of the losses during the year under review.

INVESTMENT IN KGPL

Konaseema Gas Power Limited (KGPL), in which your Company has invested in 15 Lakh equity shares of Rs 10/- each fully paid up with a premium of Rs 5/- per share. Total Investment of Rs 2.25 Crs.

Share Capital

The Paid up Share Capital as on 31 st March, 2015 was Rs.2.85 Cr. During the year under review, the company has not issued any class of shares.

Presentation of Financial Statements

The Financial Statements for the year ended 31 st March, 2015 are prepared in due compliance of the Schedule III of the Companies Act, 2013.

Cash Flow Statement

Cash Flow Statement for the year 2014-15 is annexed to the Statement of Accounts.

Directors and Key Managerial Personnel

a) Independent Directors: During the year Sri.V.R.C Choudary and Sri. Gandhi Mundru was appointed as Independent Directors for a term of 5 years effective from 30th September 2014. They are not liable for retirement by rotation.

b) Resigned Directors : L.N.Sharam's Resignation as Director of the Company w.e.f. 13-8-2014. Board of Directors placed on record their deep appreciation for the enormous contributions made by L.N.Sharam as Director of the Company.

c) Reappointment of Directors: Sri. B. Gopala Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Particulars of Employees and Related Statutory Disclosures

There are no employees covered under Section 197(12) of the Companies Act 2013 and the rules made thereunder.

Number of Meetings of Board

During the year, Five meetings of the Board of Directors were held on (i) 30.05.2014(ii) 13.08.2014 (iii) 30.09.2014 (iv)10.11.2014 & (v)14.02.2015 and accordingly the meetings were held within the prescribed time gap as per the provisions of the Companies Act, 2013.

Audit Committee Meetings

The Audit committee was constituted on 10.11.2014; the audit committee has met on

(i) 08.11.2014 & (ii) 13.02.2015 for Consideration of Accounts

Annual Evaluation of the Board, Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees as per the evaluation procedure approved by the Board.

Declaration by Independent Directors)

All the Independent Directors have submitted declarations to the Company to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Policy on Directors Appointment and Remuneration Policy

The Board, on recommendation of Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Auditors

At the Annual General Meeting held on 30th September 2014, M/s Brahmayya & Co., Chartered Accountants, Visakhapatnam, were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

Auditors' Report

The Auditors' Report did not contain any qualification.

Cost Audit Report

Appointment of Cost Auditors is not applicable to your company.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Venkatachalam & Co., Practicing Company Secretaries to conduct the Secretarial Audit Secretarial Audit Report for the Financial Year 2014-15 is being annexed to the Directors Report

Secretarial Report of M/s Venkatachalam & Co in the prescribed Form MR-3 is annexed to this Report (Annexure-ll). Action has been initiated on the qualification contained in Report

Internal Audit & Controls

The Company Designated Mr Govindappa as Internal Auditor. His scope of work includes review of Records, Ledgers, voucher checking and the internal controls applied and practiced by the Company to ensure the Assets are safeguarded and payments are made only for the benefits received and also review of operational expenditure, effectiveness of internal control procedures and systems, and assessing the internal control strengths in all areas.

The internal control procedures and systems are adequate commensurating with the nature and size of the operations of the Company.

Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company empowered the victimized Employees or Director to approach directly the Chairman of the Audit Committee for a solution to the issue so that the victimized Employee/Director is rescued.

Risk Management Policy

Risk Management Policy has been approved by the Board of Directors and the company is taking steps to mitigate and minimize various Business risks which have impact on the operations of the company.

Extract of Annual Return (MGT-9):

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rules made thereunder, an extract of annual return as on 31st March 2015 in prescribed Form No. MGT -9 is annexed to this Annual Report (ANNEXURE I).

Material Changes and Comments

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which affecting Financial position of the Company as on 31.03.2015.

Material Orders, if any, Passed by the Regulators, Courts Etc.:

There are no orders passed by Regulators/Courts/Tribunals which have impact on the going concern status and Company's operations future.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties:

The transactions with related parties fall under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rules made there under are given in Notes on Accounts and is enclosed.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In terms of the order to prevent sexual harassment of women at work place as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any Complaint of harassment.

Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

a) Conservation of Energy

The information in accordance with the provision of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 2014, regarding conservation of Energy is not applicable.

b) Technology Absorption

No expenditure is incurred by the Company attributable to Technology absorption during the year under review.

c) Foreign exchange earnings and Outgo

During the year, there are no foreign exchange inflows/earnings or outflows/investments.

d) Expenditure on Research and Development

No expenditure is incurred by the Company attributable to Expenditure on Research and Development during the year under review.

Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been applicable to the Company as the Company is incurring losses in the financial year 2012-13 onwards.

Human Resources

Your Directors and Management express their appreciation for the commitment and devotion shown by the employees.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures from the same;

(b) the directors had 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 2015 and of the profit and loss of the company for the year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared.

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors thank the Government of India and Government of Telangana & Andhra Pradesh for their support. They also place on record their appreciation for the help and encouragement received from Banks and other Financial Institutions.

Your Directors sincerely thank Members for their sustained support and co-operation.

For and on behalf of the Board of Directors

Sd- Sd/- Place : Hyderabad M. SRIMANI M S P RAMA RAO Date : 28.05.2015 Managing Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of Basil Infrastructure Projects Limited with audited statement of accounts for the 12 months period ended 31 st March, 2014.

The financial highlights of the Company for the year are as under:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Gross Profit before Interest and Depreciation (6.64) 17.44

Less: Interest 10.03 4.83

Depreciation 12.63 13.58

Profit/ (loss) after Interest and Depreciation (29.30) (0.97)

Less: Provision for Taxation 7.08 10.95

Balance after Total Provisions (36.38) (9.97)

Excess/(Short) provision of Income Tax for 9.44 (5.69) earlier years

Add: Profit/(Loss) brought forward from 202.50 203.00 Previous year

Balance of Profit carried over to next year 175.56 202.50

FINANCIAL REVIEW AND OPERATIONS:

During the financial year 2013-14, your Company has earned a Gross Revenue of Rs. 35.44 Lakhs.

As you are aware the operating performance of infrastructure projects has declined due to market conditions and division of state of Andhra Pradesh. Due to which, the investee company projects have not shown significant growth compared to previous year, infact there is a Negative Growth.

DEPOSITS:

The Company has not accepted any deposits during the year under review.

DIVIDEND:

Having regard to the significant capital expenditure envisaged for the infrastructure projects, your Directors have decided to augment long term resources, therefore no dividend is recommend for the year.

DIRECTORS:

At the ensuing annual general meeting Mr. M S P Rama Rao is liable to retire by rotation and being eligible, offer himself for reappointment in terms of provisions of the Articles of Association of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the profit of the Company for that period;

(iii) They 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 your Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the Annual Accounts on a going-concern basis.

PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to 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, for the year ended March 31,2014:

(A) Conservation of Energy:

The Company for the time being is not energy intensive.

(B) Technology Absorption:

Your company did not invest in any R&D activity during the year under consideration.

(C) Foreign Exchange Earnings & Outgo:

There are no foreign exchange earnings and outgo during the financial year under review. FINANCIAL STATEMENTS:

In support of the green initiative of the Ministry of Corporate Affairs, the Company has decided to send all future communications including the Annual Report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company''s registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

DEMATERIALISATION OF SHARES:

Trading of securities of our Company has been made compulsorily in dematerialized form with effect from 30th April 2001 and is available for trading under both the Depository Systems in India - NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company''s shares is INE465D01011.

AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants retire as Auditors and being eligible offer themselves for reappointment.The Board of Directors recommend for their re-appointment.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING:

The Company''s equity shares continue to be listed on the Bombay Stock Exchanges Ltd. and Madras Stock Exchange Ltd. The Company has paid the Annual Listing fees for the year 2013-14 to these exchanges.

ACKNOWELDGEMENTS:

Your Directors'' gratefully acknowledge the continued support being received from all investors, customers, banks, and as well as regulatory and government authorities in the initiatives of the Company. Your Directors'' place on record their appreciation and gratitude for the valuable contributions made by the employees at all levels and look forward for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Hyderabad M. SRIMANI MSP RAMA RAO Date : 30.05.2014 Managing Director Director


Mar 31, 2013

Dear Shareholders,

The directors of your company present herewith the 27th Annual Report of the Company together with audited accounts for the financial year ended March 31, 2013.

FINANCIAL REVIEW AND OPERATIONS :

During the financial year 2012-13, your Company has earned a Gross Revenue of Rs. 62.44 Lakhs.

The financial highlights of the Company for the year are as under:

(Rs.in Lakhs)

Particulars 2012-13 2011-12

Gross Profit before Interest and Depreciation 17.44 36.44

Less: Interest 4.83 0.11

Depreciation 13.58 14.33

Profit/ (loss) after Interest and Depreciation (0.97) 22.00

Less: Provision for Taxation 10.95 12.20

Balance after Total Provisions (9.97) 9.80

Excess/(Short) provision of Income Tax for earlier years (5.69) 2.63

Add : Profit/(Loss) brought forward from Previous year 203.00 195.84

Balance of Profit carried over to next year 202.50 203.00

As you are aware the operating performance of infrastructure projects has declined due to market conditions and ongoing agitation in the state of Andhra Pradesh. Due to which, the investee company projects have not shown significant growth compared to previous year. However, one of the hotel projects at Shilparamam, Hitech City is nearing to completion and is likely to commence its commercial operations in the year 2013.

DEPOSITS:

The Company has not accepted any deposits during the year under review.

DIVIDEND :

Having regard to the significant capital expenditure envisaged for the infrastructure projects, your Directors have decided to augment long term resources, therefore no dividend is recommend for the year.

DIRECTORS :

Mr. M S P Rama Rao was inducted as an additional director with effect from 23rd May, 2013 and holds office upto ensuing annual general meeting of the Company. The Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. M S P Rama Rao for the office of director.

At the ensuing annual general meeting Mr. C Madhusudan is liable to retire by rotation and being eligible, offer himself for reappointment in terms of provisions of the Articles of Association of the company

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2012-13 and of the profit of the Company for that period;

(iii) They 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 your Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the Annual Accounts on a going-concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information pursuant to 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, for the year ended March 31, 2013:

(A) Conservation of Energy :

The Company for the time being is not energy intensive.

(B) Technology Absorption:

Your company did not invest in any R&D activity during the year under consideration.

(C) Foreign Exchange Earnings & Outgo:

There are no foreign exchange earnings and outgo during the financial year under review.

FINANCIAL STATEMENTS :

In support of the green initiative of the Ministry of Corporate Affairs, the Company has decided to send all future communications including the Annual Report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company''s registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the Annual Report to the shareholder.

DEMATERIALISATION OF SHARES :

Trading of securities of our Company has been made compulsorily in dematerialized form with effect from 30th April 2001 and is available for trading under both the Depository Systems in India - NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company''s shares is INE465D01011.

AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants retire as Auditors and being eligible offer themselves for reappointment. The Board of Directors recommend for their re-appointment.

PARTICULARS OF EMPLOYEES :

During the year under review, none of the employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING :

The Company''s equity shares continue to be listed on the Bombay Stock Exchange Ltd. and Madras Stock Exchange Ltd. The Company has paid the Annual Listing fees for the year 2013-14 to these exchanges.

ACKNOWELDGEMENTS:

Your Directors'' gratefully acknowledge the continued support being received from all investors, customers, banks, and as well as regulatory and government authorities in the initiatives of the Company. Your Directors'' place on record their appreciation and gratitude for the valuable contributions made by the employees at all levels and look forward for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Hyderabad M. SRIMANI C. MADHUSUDAN

Date : 29.05.2013 Managing Director Director


Mar 31, 2012

The directors of your company present herewith the 26th Annual Report of the Company together with audited accounts for the financial year ended March 31, 2012.

The financial highlights of the Company for the year are as under:

(Rs. in Lakhs) 2011-12 2010-11

Gross Profit before Interest and Depreciation 36.44 41.93

Less: Interest 0.11 0.50

Depreciation 14.33 15.58

Profit after Interest and Depreciation 22.00 25.85

Less: Provision for Taxation 12.20 12.00

Balance after Total Provisions 9.80 13.85

Excess/(Short) provision of Income Tax for earlier years 2.63 (10.19)

Add: Profit/(Loss) brought forward from Previous year 195.84 171.80

Balance of Profit carried over to next year 203.01 195.84

REVIEW OF OPERATIONS:

Your Company has earned a Gross Revenue of around Rs. 78.88 Lakhs during the previous year.

FUTURE PROSPECTS:

As you are aware the Company has participated in a Joint Venture with Core Hotels Ventures Private Limited as a FSCM for setting up two hotel projects in Hyderabad. These projects are at an advanced stage of completion with commencement of commercial operations of the first hotel before December, 2012. During the year, the Board of Directors have transferred the right of minimum equity subscription in the equity shares of Core Hotels Ventures Private Limited to Maha Hotel Projects Private Limited under an inter-se arrangement. Consequent to this, the Company's holding into these projects have come down to 10.22%.

In the meanwhile, the Company is exploring the several opportunities to develop the hotel projects under PPP mode and looking into the market conditions, it is anticipated that the further funds are required to raise through equity as well as debt for which the Company will approach the shareholders shortly. The Board is making all endeavors to secure a remunerative hotel project under management.

DEPOSITS:

The Company has not accepted any deposits during the year under review. The Company has repaid all unclaimed Deposits and has no liability towards deposit accounts.

DIVIDEND:

Having regard to the significant capital expenditure envisaged for the hotel project, your Directors have decided to augment long term resources, therefore no dividend is recommend for the year.

DIRECTORS:

In accordance with provisions of Section 256 of the Companies Act, 1956 and clause 105-B of the Articles of Association of the company, Mr. Ch. Srihari is liable to retire by rotation and being eligible, offer himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2011-12 and of the profit of the Company for that period;

(iii) They 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 your Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the Annual Accounts on a going-concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to 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, for the year ended March 31, 2012:

(A) Conservation of Energy:

The Company for the time being is not energy intensive. However, energy conservation is a priority area for the Company.

(B) Technology Absorption: NIL

(C) Foreign Exchange Earnings & Outgo:

There are no foreign exchange earnings and outgo during the financial year under review.

FINANCIAL STATEMENTS:

In support of the green initiative of the Ministry of Corporate Affairs, the Company has decided to send all future communications including the Annual Report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company's registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

DEMATERIALISATION OF SHARES:

Trading of securities of our Company has been made compulsorily in dematerialized form with effect from 30th April 2001 and is available for trading under both the Depository Systems in India - NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE465D01011.

AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants retire as Auditors and being eligible offer themselves for reappointment. The Board of Directors recommend for their re-appointment.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

STOCK EXCHANGE LISTING:

The Equity shares of the Company are listed on the Stock Exchanges at Mumbai and Madras. The Company has paid the Annual Listing fees for the year 2012-13.

ACKNOWLEDGEMENTS:

Your Directors' gratefully acknowledge the continued support being received from all investors, customers, banks, and as well as regulatory and government authorities in the initiatives of the Company. Your Directors' place on record their appreciation and gratitude for the valuable contributions made by the employees at all levels and look forward for their continued support.

For and on behalf of the Board of Directors

Sd/- L. N. SHARMA Director

Sd/- M.SRIMANI Managing Director

Place: Hyderabad Date : 30.05.2012


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present their report for the financial year 2010-11.

The financial highlights of the Company for the year are as under:

(rs in Lakhs)

2010-11 2009-10

Gross Profit before Interest and Depreciation 41.71 21.77

Less: Interest 0.28 1.34

Depreciation 15.58 17.01

Profit after Interest and Depreciation 25.85 3.42

Less: Provision for Taxation 12.00 11.60

Balance after Total Provisions 13.85 (8.18)

Excess/(Short) provision of Income Tax for earlier years 10.19 1.09

Add: Profit/(Loss) brought forward from Previous year 171.80 178.89

Balance of Profit carried over to next year 195.84 171.80

REVIEW OF OPERATIONS:

Your Company has earned a Gross Revenue of around Rs 78.92 Lakhs during the previous year.

FUTURE PROSPECTS:

Your Company has participated in the Joint Venture as FSCM for setting up two hotel Projects in Hyderabad and the hotel Projects are in the Construction stage. The Company is required to raise capital for the equity contribution of the Company in the hotel projects.

Your Company is also exploring various opportunities to develop infrastructure and hotel projects under Public Private Participation (PPP) mode in collaboration with other developers in India. Looking into the market conditions, it is anticipated that the Company will start the development work in the financial year.

PROJECT STATUS OF JOINT VENTURE:

Golden Jubilee Hotels Limited a joint venture Company incorporated for the development of two prestigious hotel projects namely 'Trident' and 'The Oberoi' near Shilpakalavedika, Madhapur, Hyderabad. The approvals/ clearances as required from various authorities for the implementation of the projects have also been received.

Your Directors are pleased to report that almost 90% of the civil construction work on the Trident project has been completed with considerable progress on the procurement and installation of the Plant & Equipment. Simultaneously, the finishing work has also commenced with finalization of all the interior design development work with review and approval of the Mockup Rooms during the year. The civil work on 'The Oberoi' nearly 55% of the total 'core and shell' has been completed. All contracts for the MEP Services have been awarded and the design development work of various consultants including the interior design is in progress.

DEPOSITS:

The Company has not accepted any deposits during the year under review. The Company has repaid all unclaimed Deposits and has no liability towards deposit accounts.

DIVIDEND:

Having regard to the significant capital expenditure envisaged for the hotel project, your Directors have decided to augment long term resources, therefore no dividend is recommend for the year. PERSONNEL:

As per the provisions of section 217(2a) read with COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975, none of the employee of the company is in receipt of remuneration exceeding Rs.60 Lakhs per annum or Rs. 5,00,000/- per month.

DIRECTORS:

In accordance with provisions of Section 256 of the Companies Act, 1956 and clause 105-B of the Articles of Association of the company, Mr. M S P Rama Rao is liable to retire by rotation and being eligible, offer himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm having:

(i) Followed the applicable accounting standards with proper explanation relating to material departures in preparation of the Annual Accounts;

(ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2010- 11 and of the profit of the Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities; and

(iv) Prepared the Annual Accounts on a going-concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to 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, for the year ended March 31, 2011 :

(A) Conservation of Energy:

The Company for the time being is not energy intensive. However, energy conservation is a priority area for the Company.

(B) Technology Absorption: NIL

(C) Foreign Exchange Earnings & Outgo:

The foreign exchange outflows on account of travel during the year was Rs.25,100 and outflow was nil.

FINANCIAL STATEMENTS

In support of the green initiative of the Ministry of Corporate Affairs, the Company has decided to send all future communications including the annual report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company's registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

DEMATERIALISATION OF SHARES:

Trading of securities of our Company has been made compulsorily in dematerialized form with effect from 30th April 2001 and is available for trading under both the Depository Systems in India - NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE465D01011.

AUDITORS:

M/s.Brahmayya & Co., Chartered Accountants retire as Auditors and being eligible offer themselves for reappointment. The Board of Directors recommend for their re- appointment. PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

STOCK EXCHANGE LISTING:

The Equity shares of the Company are listed on the Stock Exchanges at Mumbai and Madras. The Company has paid the Annual Listing fees for the year 2011-12.

ACKNOWELDGEMENTS:

Your Directors' gratefully acknowledge the continued support being received from all investors, customers, banks, and as well as regulatory and government authorities in the initiatives of the Company. Your Directors' place on record their appreciation and gratitude for the valuable contributions made by the employees at all levels and look forward for their continued support.

For and on behalf of the Board of Directors

Place: Hyderabad M.SRIMANI M S P RAMA RAO

Date: 30.05.2011 Managing Director Director


Mar 31, 2010

The Directors are pleased to present their report for the financial year 2009-10.

The financial highlights of the Company for the year are as under:

(RS.in Lakhs) 2009-10 2008-09

Gross Profit before Interest and Depreciation 21.77 52.47

Less: Interest 1.34 0.65

Depreciation 17.01 20.86

Profit after Interest and Depreciation 3.42 30.96

Less: Provision for Taxation 11.60 14.49

Balance after Total Provisions (8.18) 16.47

Less: Income Tax paid for earlier years 1.09 22.50

Add: Profit/(Loss) brought forward from Previous year 178.89 184.92

Balance of Profit carried over to next year 171.80 178.89

REVIEW OF OPERATIONS:

Your Company has earned a Gross Revenue of Rs.80.01 Lakhs during the previous year. The reduction in the revenue was due to the temporarily discontinuity of the Project Management and Coordination services by the Company.

FUTURE PROSPECTS:

Your Company is exploring various opportunities to develop infrastructure and hotel projects under Public Private Participation (PPP) mode in collaboration with other developers in India. Looking into the market conditions, it is anticipated that the Company will start the development work by the second half of the current financial year.

Your Company is engaged in setting up two hotel Projects in Hyderabad and the Company has already obtained your permission for a rights issue of equity shares to raise required capital for the equity contribution of the Company in the hotel projects.

JOINT VENTURE:

Golden Jubilee Hotels Limited a joint venture Company incorporated for the development of two prestigious hotel projects namely "Trident" and "The Oberoi" at Shilpakalavedika, Madhapur, Hyderabad. The approvals/ clearances as required from various authorities for the implementation of the projects have been received.

The excavation work has been 100% completed with substantial progress registered on the civil work for "Trident" project. The civil work on "The Oberoi" site also commenced during August, 2009 and is fast progressing. Further, during the year the SPV Company has awarded contracts to various contractions in relation to Elevators, Plumbing and Fire Fighting, Sewerage Treatment Plant, Electrical Installation and HVAC.

Considering the nature of the project and its complexity, the progress achieved is satisfactory and is as per schedule. It is projected that the "Trident" project will commence commercial operation by September - December 2011 followed by "The Oberoi" by June, 2012.

DEPOSITS:

The Company has not accepted any deposits during the year under review. The Company has repaid all unclaimed Deposits and has no liability towards deposit accounts.

DIVIDEND:

Having regard to the significant capital expenditure envisaged for the hotel project, your Directors have decided to augment long term resources, therefore no dividend is recommend for the financial year 2009-10.

PERSONNEL:

There are no employees, who have been paid remuneration / salaries and allowance during the year under review, exceeding the limits prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS:

In accordance with provisions of Section 256 of the Companies Act, 1956 and clause 105-B of the Articles of Association of the company, Mr. B Gopala is liable to retire by rotation and being eligible, offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm having:

(i) Followed the applicable accounting standards with proper explanation relating to material departures in preparation of the Annual Accounts;

(ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and of the profit of the Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities; and

(iv) Prepared the Annual Accounts on a going-concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to 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, for the year ended March 31, 2010 :

(A) Conservation of Energy:

The Company for the time being is not energy intensive. However, energy conservation is a priority area for the Company.

(B) Technology Absorption: NIL

(C) Foreign Exchange Earnings & Outgo:

The foreign exchange outflows on account of travel during the year was Rs.40,166 and outflow was nil.

DEMATERIALISATION OF SHARES:

Trading of securities of our Company has been made compulsorily in dematerialized form with effect from 30th April 2001 and is available for trading under both the Depository Systems in India - NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE465D01011.

AUDITORS:

M/s.Brahmayya & Co., Chartered Accountants retire as Auditors and being eligible offer themselves for reappointment. Board of Directors recommend for their re-appointment.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

STOCK EXCHANGE LISTING:

The Equity shares of the Company are listed on the Stock Exchanges at Mumbai and Madras. The Company has paid the Annual Listing fees for the year 2010-11.

ACKNOWELDGEMENTS:

Your Directors gratefully acknowledge the continued support being received from all investors, customers, banks, and as well as regulatory and government authorities in the initiatives of the Company. Your Directors place on record their appreciation and gratitude for the valuable contributions made by the employees at all levels and look forward for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/- Place: Hyderabad M.SRIMANI L.N.SHARMA Date: 2.06.2010 Managing Director Director

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