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Directors Report of ETT Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31,2014.

Financial Highlights

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amt. in Rs. Lacs)

Particulars Financial Year ended March 31,2014 March31,2013

Total Income 355.24 524.94

Less: Operating Expenses 263.85 3215.57

Gross Profit before Interest and Depreciation 91.39 (2,690.63)

Less: (i) Interest 42.76 179.47

(ii) Depreciation 251.85 35.80

Profit before exceptional items and tax (203.22) (2,905.90)

Add: Exceptional Items — 3,027.91

Profit/(Loss) before tax (203.22) 122.01

Less: Provision for Tax:

(i) Deferred Tax (65.01) (250.79)

(ii) Income Tax of Earlier Year 2.67 0.53

Profit/(Loss) after tax transferred to Balance Sheet (140.88) 372.27

Paid-up Share Capital 2,036.87 2,036.87

Reserves and Surplus 2,574.99 2,715.87

Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 355.24 Lac as against Rs. 524.94 Lac in previous year ended March 31, 2013. The Company suffered a loss of Rs. 140.88 Lac as against profit of Rs. 372.27 Lac in the previous year. Loss during the year is mainly due to lower income and excess depreciation of Rs. 251.85 Lac (Previous Year 35.80 Lac).

(ii) Listing of Equity Shares at BSE Ltd.

During the year under review, the Company has received the listing and trading approval dated March 7, 2014 from BSE Ltd. (BSE) for its entire equity share capital i.e. 1,03,68,660 shares, pursuant to application under direct listing route. With effect from March 12,2014, the equity shares of the Company are listed and admitted to dealings on BSE.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2014:

1. M/sAuxin Engineering Ltd.

2. M/s Valley Compute Ltd.*

3. M/s York Calltech Pvt.Ltd.**

4. M/s GST Hotel & Resorts Pvt. Ltd.**

5. M/s Ambience Buildtech Pvt. Ltd.***

* Subsidiary of M/sAuxin Engineering Ltd.

** Subsidiary of M/s Valley Computech Ltd.

*** During the current financial year ended March 31,2014, M/s Valley Compute Ltd. acquired entire shareholding of M/s Ambience Build tech Pvt. Ltd. Accordingly, M/sAmbience Build tech Pvt. Ltd. became wholly owned subsidiary of M/s Valley Compute Ltd.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid 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 i.e. March 31,2014 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31,2014.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

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) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the BSE Ltd., Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges except Ludhiana Stock exchange upto the financial year 2014 -15. The Ludhiana Stock Exchange has advised the Company to hold the payment of listing fees for the year 2014-2015, till further instructions as the said Exchange is under process of disbanding but no official communication has yet been received in this regard.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31,2014.

Directors

In order to comply with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sandeep Sethi, Managing Director and Mr. Gurupreet Sangla, Jt. Managing Director, have voluntarily offered themselves to retire by rotation even though the Articles of Association do not permit their retirement by rotation. Accordingly, Mr. Sandeep Sethi will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Keeping in view his expertise, experience and knowledge, the Board considers it desirable to continue to avail his services and recommends his re- appointment.

The Company had appointed Mr. Aman Batra, Mr. Harjit Singh Kalra, Mr. Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia as Non-Executive Independent Directors of the Company in terms of Clause 49 of the Listing Agreement and Companies Act, 1956 and they have held the positions as such for more than five years.

The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect from April 1,2014. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of five years and shall not be liable to retire by rotation at every Annual General Meeting.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of the Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. In view thereof, Mr. Aman Batra, Mr. Harjit Singh Kalra, Mr. Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia, non-executive directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, each of these directors fulfill the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management.

Incompliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval.

Post closure of financial year under review, Mr. Harvinder Singh and Mr. Sanjay Arora have resigned from the post of Executive Directors with effect from July 1,2014. However, they will continue to remain as Director on the Board of the Company.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s L.D. Saraogi & Co., Chartered Accountants (Firm Regn. No. 005524N), and M/s VSD & Associates, Chartered Accountants (Firm Regn. No. 008726N), joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants are eligible to be reappointed for a period of 3 years which is subject to annual ratification by the members of the Company. The Board of Directors upon the recommendation of the Audit Committee, proposes the re-appointment of M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants as joint statutory auditors of the Company until the conclusion of next Annual General Meeting. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1. The Auditors have made an observation regarding delay in payment of statutory dues as referred to in point (ix)(b) of the Annexure to the Auditors'' Report.

As regards the above observation of Auditors, the Board clarifies that the Company has made the payment of Property Tax along with interest, with appropriate authorities, after the Balance Sheet date.

2. The Auditors have made an observation regarding payment of disputed amount as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with the Note no. 34 of Notes to Financial Statements is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil(PreviousYear:Nil)andRs. 19,077/- (Previous Year: Rs. 17,004/-) respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently, and they have 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 the end of financial year and of the Loss of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non- governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of Board of Directors

Sd/- Sd/- Sandeep Sethi Gurupreet Sangla Managing Director Jt. Managing Director DIN:00053915 DIN:00036988

New Delhi August14, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs) Financial Year ended Particulars March 31, 2013 March 31, 2012

Total Income 524.94 2,667.18

Less: Operating Expenses 3215.57 633.33

Gross Profit before Interest and Depreciation (2,690.63) 2,033.85

Less: (i) Interest 179.47 1,272.40

(ii) Depreciation 35.80 225.81

Profit before exceptional items and tax (2,905.90) 535.64

Add: Exceptional Items 3,027.91 0.00

Profit before tax 122.01 535.64

Less: Provision for Tax:

(i) Net Current Tax - 0.87

(ii) Deferred Tax (250.79) 12.93

(iii) Income Tax of Earlier Year 0.53 -

Profit after tax transferred to Balance Sheet 372.27 521.84

Paid-up Share Capital 2,036.87 2,036.87

Reserves and Surplus 2,715.87 2,343.60



Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 524.94 Lac as against Rs. 2,667.18 Lac in previous year ended March 31, 2012. The Company earned a profit of Rs. 372.27 Lac as against profit of Rs. 521.84 Lac in the previous year.

Exceptional items for the year ended March 31, 2013 include a profit of Rs. 15,392.84 Lacs on transfer of approved and notified Industrial Park of the Company situated at Noida and a loss of Rs. 12,364.93 Lacs on transfer of Company''s entire investment in the shares of one of its wholly owned subsidiary to its another wholly owned subsidiary as a part of the corporate restructuring undertaken by the Company.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2013:

1. M/s Auxin Engineering Ltd.

2. M/s Valley Computech Ltd.

3. M/s York Calltech Pvt. Ltd.

4. M/s GST Hotel & Resorts Pvt. Ltd.

* During the current financial year:

a) M/s Auxin Engineering Ltd. has become the wholly owned subsidiary of the Company from the start of financial year 2012-13.

b) M/s Valley Computech Pvt. Ltd. has converted into a public limited company and consequently its name is changed to Valley Computech Ltd.

c) The Company sold its entire shareholding in M/s Valley Computech Ltd. to one of its wholly owned subsidiaries, M/s Auxin Engineering Ltd. Henceforth, the Company became Ultimate Holding Company of M/s Valley Computech Ltd.

d) M/s Valley Computech Ltd. acquired 100% equity shareholding of M/s GST Hotel & Resorts Pvt. Ltd. Subsequently, the Company has become the Ultimate Holding Company of M/s GST Hotel & Resorts Pvt. Ltd.

After the closure of the financial year ended March 31, 2013, M/s Valley Computech Ltd. acquired entire shareholding of M/s Ambience Buildtech Pvt. Ltd. Accordingly, M/s Ambience Buildtech Pvt. Ltd. became wholly owned subsidiary of M/s Valley Computech Ltd. with effect from June 1, 2013.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid 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 i.e. March 31, 2013 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31, 2013.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

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) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2013 - 14.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31, 2013.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Rajvir Sharma and Mr. Harvinder Singh are liable to retire by rotation and being eligible, offer themselves for re-appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1. The Auditors have made an observation regarding delay in payment of statutory dues as referred to in point (ix)(b) of the Annexure to the Auditors'' Report.

As regards the above observation of Auditors, the Board clarifies that the Company has paid all the statutory dues in respect of TDS, Service Tax, along with upto date interest, with appropriate authorities, after the Balance Sheet date.

2. The Auditors have made an observation regarding payment of disputed amount as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with the Note no. 38 of Notes to Financial Statements is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

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

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 17,004/- as compared to Nil and Rs. 15,563/- in the previous year respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently, and they have 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 the end of financial year and of the Profit of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla August 1, 2013 Managing Director Jt. Managing Director


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs) Financial Year ended Particulars March 31, 2012 March 31, 2011

Total Income 2,666.97 1,994.86

Less: Operating Expenses 633.12 651.30

Gross Profit before Interest and Depreciation 2,033.85 1,343.56

Less : (i) Interest 1,272.40 1,018.06

(ii) Depreciation 225.81 240.98

Profit before exceptional items and tax 535.64 84.52

Less : Exceptional Items 0.00 25.52

Profit before tax 535.64 59.00

Less : Provision for Tax:

(i) Current Tax 107.17 10.94

(ii) Deferred Tax 12.93 6.85

(iii) MAT Credit (106.30) (4.98)

Profit after tax transferred to Balance Sheet 521.84 46.19

Paid-up Share Capital 2,036.87 1,691.24

Reserves and Surplus 2,343.60 2,167.38



Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 2,666.97 Lac as against Rs. 1,994.86 Lac in previous year ended March 31, 2011. The Company earned a profit of Rs. 521.84 Lac as against profit of Rs. 46.19 Lac in the previous year.

(ii) Listing of Bonus Shares at Stock Exchanges

During the year, 34,56,220 fully paid Equity shares allotted to shareholders pursuant to bonus issue are also listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd.

(iii) Sale of Business Undertaking

During the year, the Company had signed definitive agreements with some investors for selling one of its business undertakings situated at Noida, as a going concern on a slump sale basis. The closure of the sale transaction was subject to fulfillment of certain conditions precedent as per the definitive agreements and subject to necessary regulatory approvals to be obtained by the Com- pany. As on March 31, 2012, the closure of above transaction was pending.

After the closure of financial year, the above sale transaction got materialized at a sale consideration of Rs. 206.03 Crore upon fulfillment of necessary precedent conditions and obtaining of the required regulatory approvals. Accordingly, the effect of above sale transaction shall be taken into account in the financial statements for the year 2012 - 2013.

(iv) Term Loan from Punjab & Sind Bank

After the closure of financial year ended March 31, 2012, the Company has repaid, in full, the outstanding amounts in the OD and term loan accounts with Punjab & Sind Bank. Consequent upon closure of term loans, mortgage on Company''s properties situated at Sector – 16A, Noida and Sector – 34, Gurgaon have been released. Hence, no secured loan exists in the Company at the time of signing this Report.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2012:

1. M/s Noida Towers Pvt. Ltd.*

2. M/s Valley Computech Pvt. Ltd.

3. M/s York Calltech Pvt. Ltd.

*During the current financial year, the Company floated a wholly owned subsidiary, Noida Towers Pvt. Ltd. After the closure of financial year, the Company transferred the entire shareholding of Noida Towers Pvt. Ltd. on May 25, 2012, as a result of which Noida Towers Pvt. Ltd. ceased to be a wholly owned subsidiary company of ETT Limited.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report. However one of the Subsidiaries of the Company, M/s Noida Towers Pvt. Ltd. has been excluded from consolidation as the control of same was intended to be temporary. The said subsidiary was acquired and held exclusively with a view to its subsequent disposal in near future.

As Noida Towers Pvt. Ltd. ceased to be a subsidiary company of ETT Limited well before the finalization of its Directors report, copy of its Directors report has not been attached in terms of Section 212.

Other Material Changes

Save as aforesaid 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 i.e. March 31, 2012 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31, 2012.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

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) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2012 - 13.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31, 2012.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Ratinder Pal Singh Bhatia and Mr. Harjit Singh Kalra are liable to retire by rotation and being eligible, offer themselves for re- appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Mr. Aman Batra has been appointed as an Additional Director of the Company w.e.f. May 15, 2012. The Board is proposing to appoint him as an Ordinary Director in the ensuing Annual General Meeting. The Company has received the Notice in writing along with the requisite deposit under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director of the Company in the ensuing Annual General Meeting.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

The Auditors have made an observation regarding demand of Entry Tax as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with Note no. 36 is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

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

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Compa- nies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 15,563/- as compared to Nil and Rs. 14,083/- in the previous year respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently, and they have 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 the end of financial year and of the Profit of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari- ties; and

(d) the Annual Accounts have been prepared on a going concern basis.

Corporate Social Responsibility

The Company organized the following events at its corporate office at Plot no. 15-16, Sector-16A, Noida, to step ahead in its drive towards social responsibility:

(a) UID-Aadhaar Enrollment Station was placed through a registered agency for issue of Unique Identification number to all the employees of tenant companies.

(b) Donation collection centre was organized by Sacred Charitable and Social Trust for upbringing the neglected part/ weaker section of the society.

Employees of the Company actively participated in above activities with great zeal and enthusiasm.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contri- butions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla August 30, 2012 Managing Director Jt. Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31,2011.

Financial Highlights

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year ended March 31, 2011 March 31, 2010

Total Income 1,994.86 2,144.26

Less: Operating Expenses 651.30 460.93

Gross Profit before Interest and Depreciation 1,343.56 1,683.33

Less : (i) Interest 1,018.06 782.83

(ii) Depreciation 240.98 261.25

Profit before exceptional items and tax 84.52 639.25

Less: Exceptional Items 25.52 625.90

Profit before tax 59.00 13.35

Less : Provision for Tax:

(i) Current Tax 10.94 3.76

(ii) Deferred Tax 6.85 (190.09)

(iii) MAT Credit (4.98) 0.00

(iv) MAT Credit for earlier 0.00 (88.21) years

Profit after tax transferred to Balance Sheet 46.19 287.89

Paid-up Share Capital 1,691.24 1,691.24

Reserves and Surplus 2,167.38 2,121.19

Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 1,994.86 Lac as against Rs. 2,144.26 Lac in previous year ended March 31,2010. The Company earned a profit of Rs. 46.19 Lac as against profit of Rs. 287.89 Lac in the previous year.

The profitability of the Company was impacted due to increase in finance costs, consequent to a significant rise in interest rates. The interest payment amounting to Rs. 1,018.06 Lac contributes to the total expenditure of Rs. 1,910.34 Lac. The expenses incurred towards payment of brokerage amounting to Rs. 92.94 Lac also effected the profits during the year under consideration.

(ii) Term Loan from Punjab & Sind Bank

During the year under review, the Company has repaid term loan of Rs. 32.48 Crore, in full, out of the total loan amounting to Rs. 102.88 Crore to Punjab & Sind Bank, Industrial Finance Branch, New Delhi.

Further Punjab & Sind Bank has sanctioned additional term loan against rent discounting of Rs. 43.90 Crore. All the loan accounts of the Company are regular and there has been no default in servicing the debt obligations towards Punjab & Sind Bank.

(iii) Variation in Terms of Preference Shares

During the year, the period of redemption of 30,00,000 6% non-cumulative non-participating redeemable preference shares of the Company has been extended upto March 31,2017. The total preference shares of the Company i.e. 1,00,00,000 will now redeem on or before March 31,2017.

The detailed Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Annual Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31,2011:

1. M/s Valley Computech Pvt. Ltd.

2. M/s York Calltech Pvt. Ltd.

During the year under review, the following non-operating subsidiaries of the Company voluntarily availed the option of dissolution under Section 560 of the Companies Act, 1956 through Easy Exit Scheme, 2011 introduced by the Ministry of Corporate Affairs and their names have been struck off from the records of Registrar of Companies, New Delhi:

1. M/s Ambience Buildwell Pvt. Ltd.

2. M/s Amici Infopark Pvt. Ltd.

3. M/s Express Infopark Pvt. Ltd.

4. M/s Express Techno Park Pvt. Ltd.

M/s Drishti Apparels Pvt. Ltd. has ceased to exist a subsidiary of the Company during the year under review due to transfer of shares.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report. Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid 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 i.e. March 31,2011 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31,2011.

Bonus Shares

Your Board is pleased to recommend issue of Bonus Shares in the ratio of 1:2 i.e. for every two Equity shares held one fully paid Equity share of Rs. 10/- each of the Company shall be issued. To accommodate the issue of proposed bonus shares, it is also proposed to increase the authorised share capital of the Company to Rs. 21 Crore.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

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) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2011 - 12.

Report on Corporate Governance

The Company has been complying with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Report on Corporate Governance along with the Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of this Directors'' Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31,2011.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Sanjay Arora and Mr. Harvinder Singh are liable to retire by rotation and being eligible, offer themselves for re-appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Further it is proposed to re-appoint Mr. Sanjay Arora, and Mr. Harvinder Singh, as Executive Director of the Company for a fresh term of three years with effect from October 1, 2011, with no variation in terms and conditions of appointment and remuneration. Your Directors recommend their re-appointment in the larger interest of the Company.

The brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, the joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1 Refer point (ix)(c) of the Annexure to the Auditors'' Report - The comment of the Auditors is self explanatory and do not warrant any specific clarification on behalf of the Board.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

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

The following information is given in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 14,083/- as compared to Nil and Rs. 14,270/- in the previous year respectively.

Directors'' Responsibility Statement

In terms of 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, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently, and they have 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 the end of financial year and of the Profit of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.



For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla September 02, 2011 Managing Director Jt. Managing Director

 
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