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Directors Report of Eldeco Housing & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the Thirtieth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

Financial Highlights

The summarized financial results for the year ended 31st March, 2015 and for the previous year ended 31st March, 2014 are as follows:

(Rs. in Lacs)

Particulars Financial Year Ended

31st March 2015 31st March 2015 Consolidated Standalone

Revenue:

1 Revenue from operations 5423.24 3024.97

2 Other Income 525.52 329.92

Total Revenue 5948.76 3354.89

Expenses:

1) Expenditure 5857.31 3995.08

2) Changes in Inventories of

Finished Stock & Project in Progress (861.23) (1123.57)

Total Expenses 4996.08 2871.51

Profit before tax 952.68 483.38

Tax Expenses:

i Current Tax 314.01 142.27

ii Tax related to previous years 4.03 -

iii Deferred Tax 19.83 19.70

Total Tax Expenses 337.87 161.97

Profit After Tax 614.81 321.41

Previous Balance inProfit & LossAccount 6344.46 6078.41

Minority Interest (0.20) -

Shares of Profits of Associates (Net) 32.01 -

Profit available for appropriation 6376.27 6078.41

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 8 8

Transfer to general reserve 100 100

Balance in Profit & Loss Account 7369.07 6337.04

Earnings per share (Rs.) 32.88 16.34

Dividend per Share (Rs.) 2 2

(Rs. in Lacs)

Financial Year Ended

Particulars 31st March 2014 31st March 2014 Consolidated Standalone



Revenue:

1 Revenue from operations 6925.71 4741.05

2 Other Income 463.15 168.73

Total Revenue 7388.86 4909.78

Expenses:

1) Expenditure 8462.86 6277.61

2) Changes in Inventories of

Finished Stock & Project in Progress (3035.68) (2628.11)

Total Expenses 5427.18 3649.5

Profit before tax 1961.68 1260.28

Tax Expenses:

i Current Tax 684.61 447.70

ii Tax related to previous years (1.06) -

iii Deferred Tax (6.77) (7.15)

Total Tax Expenses 676.78 440.55

Profit After Tax 1284.9 819.73

Previous Balance inProfit & LossAccount 5038.72 5404.69

Minority Interest (0.01) -

Shares of Profits of Associates (Net) 149.85 -

Profit available for appropriation 5188.56 5404.69

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 6.68 6.68

Transfer to general reserve 100 100

Balance in Profit & Loss Account 6344.46 6078.41

Earnings per share (Rs.) 72.96 41.68

Dividend per Share (Rs.) 2 2

Year in Retrospect

During the year under review, your Company recorded on Consolidated basis total revenue of Rs. 5948.76 lacs including other income of Rs. 525.52 lacs and share in profit of associate of Rs. 32.01 lacs as against total revenue of Rs. 7388.86 lacs including other income of Rs. 463.15 lacs and share in profit of associate of Rs. 149.85 lacs of the previous financial year ended 31st March, 2014.There is a downfall in the profit for the year ended 31st March, 2015 at Rs.614.81 lacs as compared to the previous financial year proft ended 31st March, 2014 at Rs.1284.9 lacs.

Further, your Company recorded on Standalone basis total of Rs. 3354.89 lacs including other income of Rs. 329.92 lacs as against total revenue of Rs. 4909.78 lacs including other income of Rs. 168.73 lacs of the previous financial year ended 31st March, 2014. There is a downfall in the profit for the year ended 31st March, 2015 at Rs. 321.41 lacs as compared to the financial year profit ended 31st March, 2014 at Rs. 819.73 lacs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2015 and the date of the Report.

Dividend

Your Directors have recommended a dividend of Rs. 2.00 per equity share (last year Rs. 2.00 per equity share) for the financial year ended March 31, 2015, amounting to Rs.39.33 Lac (exclusive of Dividend tax of Rs. 8 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 18th September 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to Investors Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2014 (date of last Annual General Meeting) on the Company's website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.

Share Capital

The paid-up equity share capital as on 31st March, 2015 was Rs.196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Managing Director who held 1057000 equity shares.

Public Deposits

No fTesh/renewal of deposits was accepted during the financial year 2014-2015 from the Public, Shareholders and Employees. There were unclaimed deposits for Rs. 1.40 lacs, as at 31st March, 2015.

Directors' & Key Managerial Personnel

a) Changes in Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Bajaj, Director (DIN 00173367) of the Company retire by rotation and being eligible , offers himself for reappointment.

Ms. Rupali Chopra (DIN 07168858) has also been appointed as an Additional Director on the Board of the Company w.e.f. 28th April, 2015.

All the Independent Directors have given Declarations that they meet criteria of Independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No. 49 of the Listing Agreement.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the public companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

b) Changes in Company Secretary

On 4th day of December, 2014 Ms. Shruti Gupta, Company Secretary of the company had resigned from the Company. The Board vide Circular Resolution dated 15th December, 2014 appointed Mr. Anuj Ahluwalia as Company Secretary of the Company with effect from 8th December 2014.

c) Appointment of Chief Financial Officer

At a Board Meeting held on 30th May, 2014 the Board had appointed Mr. Sushil Dutt Mishra (who is in employment of the company as Head of the Accounts Department) as Chief Financial Officer and Key Managerial Personnel of the company with effect from 30th May, 2014.

Directors' Responsibility Statement

In terms of the provisions of Section 134(3) (c) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditor's Report thereon, your Directors confirm that :

a. in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis : and

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.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Auditors & Audit

At the Annual General Meeting of the Company held on September 26, 2014, M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) as the Statutory Auditors of the Company for the financial year 2015-16.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Secretarial Auditors

The Board had appointed M/s R.K. Tandon & Associates, Company Secretaries, Lucknow as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. Secretarial Audit Report is annexed herewith as Annexure 'A'.

Internal Auditor

M/s Seth & Associates, Chartered Accountants, Lucknow (Uttar Pradesh) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

Subsidiary Companies

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Primacy Constructions Private Limited

19. Samarpit Constructions Private Limited

20. Shivaye Constructions Private Limited

21. Suniyojit Constructions Private Limited

22. Sushobhit Constructions Private Limited

23. Swarg Constructions Private Limited

24. Swarnim Nirman Private Limited

25. Villa Constructions Private Limited

26. M.A.K. Sales Private Limited

In accordance with the General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies & Associates Companies.

Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to do a CSR Activity for an amount of Rs.23.32 lacs based on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. During the F/Y 2014-15, the Company did not come across any project, which reflected the above approach and hence the spending prescribed towards CSR could not be made during F/Y 2014-15.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure 'B'.

(ii) Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises Mr. Anil Tewari as the Chairman and Mr. Shiv Kumar Garg and Mr. Ranjit Khattar as the Members. Other details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

During the year, the Company has not entered into any contracts/arrangement /transactions with its related parties which is material as per Section 188(1) of the Companies Act, 2013. However some transactions undertaken with its wholly owned subsidiaries in the ordinary course of business during the year are detailed in Notes to Accounts of the Financial Statement. None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of the transaction with Related Party are provided in the accompanying Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

Internal Financial Control

A detailed note is given under Management Discussion and Analysis Report.

Vigil Mechanism

Fraud-free and corruption-free work culture has been the core of the Company' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance ofthe provisions of Section 177(9) ofthe Companies Act, 2013.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Sexual Harassment Committee ("Committee") has been set up to redress the complaints regarding sexual harassment. There were no complaint received from any employee during the financial year 2014-2015 and hence no complaint is outstanding as on 31.03.2015 for redressal.

Nomination & Remuneration policy ("NRC Policy")

The Board has adopted a NRC Policy in its meeting held on 11th February, 2015 for the selection of and appointment of Directors, Key Managerial Personnel and Senior Management of the Company and their Remuneration.

Particulars of employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as under section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report.

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

Information pursuant to Section 134(1 )(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D Expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

Listing

The Equity shares of the Company are presently listed at BSE Limited, Mumbai and Uttar Pradesh Stock Exchange Limited, Kanpur. The Company has already paid listing fees of Bombay Stock Exchange whereas Uttar Pradesh Stock Exchange has not raised the invoice for the financial year 2015-2016.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For & On behalf of the Board Eldeco Housing and Industries Ltd

Date: 11th August, 2015 S.K.Garg Place: New Delhi Chairman






Mar 31, 2014

Dear Members

The Directors have the pleasure in presenting the 29th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31 st March, 2014.

Financial Highlights

(Rs.in Lacs)

Financial Year ended Particulars 31stMarch2014 31stMarch2014 Consolidated Standalone

Revenue:

1) Revenue from operations 6925.71 4741.05

2) Other Income 463.15 365.19

Total Revenue 7388.86 5106.24

Expenses:

1) Expenditure 8431.01 6474.07

2) Changes in Inventories (3003.83) (2628.11) of Finished Stock & Project in Progress

Total Expenses 5427.18 3845.96

Profit before tax 1961.68 1260.28

Tax Expenses:

i Current Tax 684.61 447.71

ii Tax related to previous years (1.06) -

iii Deferred Tax (6.77) (7.15)

676.78 440,56

Profit After Tax 1284.90 819.73

Previous Balance in Profit & 5038.72 5404.69

Loss Account

Minority Interest (0.01) -

Shares of Profits of Associates (Net) 166.86 -

Profit available for appropriation 6490.47 6224.42

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 6.68 6.68

Transfer to general reserve 100.00 100.00

Balance in Profit & Loss Account 6344.46 6078.41

Earning per share (Rs.) 72.96 41.68

Dividend per Share (Rs.) 2.00 2.00

31stMarch 2013 31stMarch 2013 Particulars Consolidated Standalone

Revenue:

Revenue from operations 9607.55 4665.59

Other Income 787.81 1090.08

Total Revenue 10395.36 5755.67

Expenses:

Expenditure 10101.22 4967.84

Changes in Inventories of (1369.90) (505.72) Finished Stock & Project in Progress

Total Expenses 8731.32 4462.12

Profit before tax 1664.04 1293.55

Tax Expenses:

Current Tax 701.88 351.49

Tax related to previous years 2.98 -

Deferred Tax (3.06) (3.15)

701.80 348.34

Profit After Tax 962.24 945.21

Previous Balance in Profit & 4471.97 4843.55 Loss Account

Minority Interest 0.02 -

Shares of Profits of Associates (Net) (11.43) -

Profit available for appropriation 5422.79 5788.76

Less: Proposed dividend 157.33 157.33

Tax on proposed dividend 26.74 26.74

Transfer to general reserve 200.00 200.00

Balance in Profit & Loss Account 5038.72 5404.69 "

Earning per share (Rs.) 48.35 48.06

Dividend per Share (Rs.) 8.OO 8.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 5106.24 Lacs as against Rs.5755.67 Lacs in previous year ended 31 '''' March, 2013. Profit before tax was Rs. 1260.28 Lacs as against Rs. 1293.55 Lacs in the previous year. Profit after tax for the year under review was Rs. 819.73 Lacs as against Rs. 945.21 lacs during the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors'' Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the C ompany have occurred between the end of the financial year of the Company 31 "March, 2014 and the date of this Report.

Dividend

Your Directors have recommended a dividend of Rs. 2.00 per equity share (last year Rs. 8.00 per equity share) for the financial year ended March 31,2014, amounting to Rs.39.33 Lac (exclusive of Dividend tax of Rs. 6.68 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 20th September 2014; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to Investors Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 27,2013 (date of last Annual General Meeting) on the Company''s website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.

Public Deposits

As at 31M March, 2014, the Company held Fixed Deposits of Rs. 70.60 lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 5.30 lacs, due for repayment on or before 31st March, 2014 were not claimed by depositors as on that date.

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

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report.

Subsidiary Companies and Consolidated Financial Statements

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Primacy Constructions Private Limited

19. Samarpit Constructions Private Limited

20. Shivaye Constructions Private Limited

21. Suniyoj it Constructions Private Limited

22. Sushobhit Constructions Private Limited

23. Swarg Constructions Private Limited

24. Swamim Nirman Private Limited

25. Villa Constructions Private Limited

In accordance with the General Circular No. 2 and 3 dated 8th February 2011 and 21 st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the 16 Annual Report 2013-2014 subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Corporate Governance

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from M/s R & D Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr Shiv Kumar Garg, Director, will retire by rotation at the ensuing Annual General | Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1.4.2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Rahul Aggarwal, Mr Anil Tiwari, Mr Ashish Jain and Mr Ranjit Khattar as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement, the Board of Directors in their meeting held on August 13, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years. Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 13th August, 2014 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the terms provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

Auditors'' Report

The observations of the Auditors, together with the notes to accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not required to take Compliance Certificate u/s 3 83A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31,2014, the appl icable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. 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 31 st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.R Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2014-2015.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on behalf of the Board Eldeco Housing and Industries Ltd

Date: 13 th August, 2014 S K Garg Place: Lucknow Chairman


Mar 31, 2013

Dear Members

The Directors have the pleasure in presenting the 28th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Rs. in Lacs)

Particulars Financial Year ended

31st March 31st March 31st March 31st March 2013 2013 2012 2012 Consolidated Standalone Consoli dated Standalone

Revenue:

1 Revenue from operations 9607.55 4665.59 5893.64 6019.20

2 Other Income 787.81 1090.08 659.19 412.27

Total Revenue 10395.36 5755.67 6552.83 6431.47

Expenses:

1 Expenditure 10101.22 4967.84 5972.86 5653.14

2 Changes in Inventories of Finished (1369.90) (505.72) (279.08) (167.17) Stock & Project in Progress

Total Expenses 8731.32 4462.12 5693.78 5485.97

Profit before tax 1664.04 1293.55 859.05 945.50 Tax Expenses:

Current Tax 701.88 351.49 368.11 312.12

ii Tax related to previous years 2.98 1.17

iii Deferred Tax (3.06) (3.15) (3.17) (3.82)

Profit After Tax 962.24 945.21 492.94 637.20

Previous Balance in Profit & Loss Account 4471.97 4843.55 4039.72 4269.21

Minority Interest 0.02

Shares of Profits of Associates (Net) (11.43) 2.16

Profit available for appropriation 5422.79 5788.76 4534.82 4906.41

Less: Proposed dividend 157.33 157.33 19.67 19.67

Tax on proposed dividend 26.74 26.74 3.19 3.19

Transfer to general reserve 200.00 200.00 40.00 40.00

Balance in Profit & Loss Account 5038.72 5404.69 4471.96 4843.55

Earning per share (Rs.) 48.35 48.06 25.18 32.40

Dividend per Share (Rs.) 8.00 8.00 1.00 1.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 5755.67 Lacs as against Rs.6431.47 Lacs in previous year ended 31st March, 2012. Profit before tax was Rs. 1293.55 Lacs as against Rs. 945.50 Lacs in the preceding year. Profit after tax for the year under review was Rs. 945.21 Lacs as against Rs. 637.20 Lacs during the preceding year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the

Company have occurred between the end of the financial year of the Company 31 st March, 2013 and the date of this Report.

Dividend

Your Directors have recommended a dividend of Rs. 8.00 per equity share (last year Rs. 1.00 per equity share) for the financial year ended March 31,2013, amounting to Rs. 157.33 Lac (exclusive of Dividend tax of Rs. 26.74 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 21st September, 2013; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Transfer to Investors Education and Protection Fund Un-claimed/un-paid dividend for the financial year 2004-2005 has been transferred to the Investors Education and Protection Fund in terms of the provisions of Section 205A of the Companies Act, 1956. Public Deposits As at 31 st March, 2013, the Company held Fixed Deposits of Rs. 344.50 Lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 25.20 Lacs, due for repayment on or before 31st March, 2013 were not claimed by depositors as on that date.

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

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R&D expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report. Subsidiary Companies and Consolidated Financial Statements As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Prayatna Constructions Private Limited*

19. Primacy Constructions Private Limited

20. Samarpit Constructions Private Limited

21. Shivaye Constructions Private Limited

22. Suniyojit Constructions Private Limited

23. Sushobhit Constructions Private Limited

24. Swarg Constructions Private Limited

25. Swarnim Nirman Private Limited

26. Villa Constructions Private Limited *Ceased to be subsidiary w.e.f. 09.04.2013.

In accordance with the general Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Corporate Governance

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from M/s R & D Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

After the last Annual General Meeting, Mr J.P. Bhargava ceased to be director of the Company due to his sudden demise and

Mr. Rahul Aggarwal was appointed as an additional director. In terms of the provisions of the Companies Act, 1956, Mr Rahul

Aggarwal shall hold office until the date of the ensuing Annual General Meeting. His appointment as an ordinary Director of the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the members.

In accordance with the provisions of the Companies Act, 1956, Mr Anil Tewari and Mr Ashish Jain, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Section 224(1B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not required to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. 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 profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2013-2014.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and on behalf of the Board

For Eldeco Housing and Industries Limited

Date: 2nd August, 2013 S.K. Garg

Place: Lucknow Chairman


Mar 31, 2012

The Directors have the pleasure in presenting the 27th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Rs. in Lacs) Particulars Financial Year ended (Rs. in Lacs) 31st March, 31st March, 31st March, 31st March, 2012 2012 2011 2011 Consolidated Standalone Consolidated Standalone

Revenue: 1 Revenue from operations 5893.64 6019.20 4585.60 4171.86

2 Other Income 659.19 412.27 533.39 418.35

Total Revenue 6552.83 6431.47 5118.99 4590.21

Expenses:

1 Expenditure 5972.86 5653.14 4773.12 3982.71

2 Changes in Inventories of Finished Stock & Project in Progress (279.08) (167.17) (264.69) (264.69)

Total Expenses 5693.78 5485.97 4508.43 3718.02

Profit before tax 859.05 945.50 610.55 872.19 Tax Expenses:

i Current Tax 368.11 312.12 332.66 303.85

ii Tax related to previous years 1.17 - (0.52) (0.48)

iii Deferred Tax (3.17) (3.82) (7.95) (8.06)

Profit After Tax 492.94 637.20 286.36 576.88

Previous Balance in Profit & Loss Account 4039.72 4269.21 3803.66 3745.18

Minority Interest - - (0.07) -

Shares of Profits of Associates (Net) 2.16 - 2.62 -

Profit available for appropriation 4534.82 4906.41 4092.57 4322.06

Less: Proposed dividend 19.67 19.67 19.67 19.67

Tax on proposed dividend 3.19 3.19 3.19 3.19

Transfer to general reserve 40.00 40.00 30.00 30.00

Balance in Profit & Loss Account 4471.96 4843.55 4039.71 4269.20

Earning per share (Rs.) 25.18 32.40 14.69 29.33

Dividend per Share (Rs.) 1.00 1.00 1.00 1.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 6431.47 lacs as against Rs.4590.21 lacs in previous year ended 31st March, 2011. Profit before tax was Rs. 945.50 lacs as against Rs. 872.19 lacs in the preceeding year. Profit after tax for the year under review was Rs. 637.20 lacs as against Rs. 576.88 lacs during the preceeding year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

Dividend

Your Directors propose to maintain an Equity Dividend of 10% for the financial year ended on 31st March, 2012. The Dividend, if approved by you at the forth coming Annual General Meeting will absorb Rs. 19.67 lacs.

Transfer to Investors Education and Protection Fund

Un-claimed/un-paid dividend for the financial year 2003-2004 has been transferred to the Investors Education and Protection Fund in terms ofthe provisions of Section 205A ofthe Companies Act, 1956.

Public Deposits

As at 31st March, 2012, the Company held Fixed Deposits of Rs. 471.35 lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 23.85 lacs, due for repayment on or before 31st March, 2012 were not claimed by depositors as on that date.

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

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report.

Subsidiary Companies and Consolidated Financial Statements

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Garv Constructions Private Limited

3. Mahal Constructions Private Limited

4. Milaap Constructions Private Limited

5. Samarpit Constructions Private Limited

6. Suniyojit Constructions Private Limited

7. Halwasiya Agro Industries Limited

8. Prayatna Constructions Private Limited

9. Sushobhit Constructions Private Limited

10. Primacy Constructions Private Limited

11. Prasiddhi Constructions Private Limited

12. Perpetual Constructions Private Limited

13. Khwahish Constructions Private Limited

14. Fixity Constructions Private Limited

15. Facility Constructions Private Limited

16. Deepjyoti Constructions Private Limited

17. Bliss Constructions Private Limited

18. Carnation Realtors Private Limited

19. Iris Realtors Private Limited

20. Neo Realtors Private Limited

21. Neptune Infracon Private Limited

22. Numerous Constructions Private Limited

23. Shivaye Constructions Private Limited

24. Swarg Constructions Private Limited

25. Swarnim Nirman Private Limited

26. Villa Constructions Private Limited

The Ministry of Corporate Affairs, Government, of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Corporate Governance

The Company had complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. A Certificate from M/s R & D, Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Arvind Bajaj and Mr. Jagdish Prasad Bhargava, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

After the last Annual General Meeting, Mr. Narendra Kumar Sharma resigned from the Board w.e.f. 14th June, 2012. The Board takes this opportunity to place its gratitude for services rendered by him.

The term of appointment of Mr. Srikant Jajodia as Whole Time Director will expire on 30th November 2012. The Board of Directors feels that for the sake of continuity of the present management and for efficient running of the Company, the services of Mr. Srikant Jajodia should be available to the Company for a further period of three years with effect from 1st December 2012.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board/Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not require to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2012-13.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on behalf of the Board For Eldeco Housing and Industries Ltd

Date : 29th August, 2012 S K Garg Place: Lucknow Chairman

 
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