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Directors Report of Landmark Property Development Company Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Eighth Annual Report for the Accounting Year ended the 31st March, 2014 together with the audited Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

Profit/(Loss) Before Tax 3,70,68,819 1,03,34,934

Tax Expense

Current Tax 1,11,04,000 29,73,000

Deferred Tax 6,86,900 (6,82,500)

Income Tax for earlier year (7,70,735) 8,576

Profit after Tax 2,60,48,654 80,35,318

Add: Surplus brought forward from 7,92,11,871 7,90,23,593 previous year

10,52,60,525 8,70,58,911

Less : Appropriations 93,90,021 67,07,158

Proposed Equity Dividend 15,95,834 11,39,882

Tax on Dividend 1,09,85,855 78,47,040

Surplus carried to Balance Sheet 9,42,74,670 7,92,11,871

ACTIVITIES

Your Company is engaged in the business of real estate development and providing advisory and consultancy services. Your Company continues to provide advisory services to overseas investors from the year 2009 onwards .The Company received Rs. 3,59,57,520/- as income from advisory services in the current year as against Rs. 3,50,93,725/- in the previous year. The profit after tax has been Rs.2,60,48,654/- against Rs.80,35,318/- in the previous year.

DIVIDEND

Your Directors recommend a dividend of 7 % aggregating to Rs. 93.30 lakhs ( Previous Year :Rs. 67.07 lakhs). The dividend distribution tax on the recommend dividend amounts to Rs. 15.96 lakhs ( Previous Year : Rs. 11.40 lakhs )

BUSINESS OUTLOOK

Your Company''s advances of Rs. 49,93,74,839 /- to Ansal Landmark Townships Private Limited were transferred to Ansal Landmark ( Karnal ) Township Private Limited which had been set to run the Karnal Project in terms of Business Transfer Agreement dated 2nd April, 2012 signed by the Company with Ansal Landmark ( Karnal) Township Private Limited. The Company became entitled to allotment of Plots, Flats in Group Housing / commercial property in the residential townships at Ghaziabad and at Karnal.

Your Company has since been allotted flats (including semi finished flats) and plots against adjustment of Rs.14,46,99,529-, leaving a balance advance of Rs, 35,46,75,310/. Further allotments are expected in due course. The marketing will continue on existing lines at four percent marketing cost (maximum) .

DIRECTORS

During the year , Shri Harish Chander Dua was appointed as an as an Additional Director with effect from October 1, 2013. In terms of Section 161 of the Companies Act, 1956, he holds office upto the date of forthcoming Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name for the office of Director.

In accordance with Section 152 of the Companies Act, 2013, Shri D.N. Davar, Director of the Company who retires by rotation at the forthcoming Annual General Meeting. He has expressed his unwillingness to be re-appointed .

Keeping in view the provisions of the Companies Act, 2013, and subject to approval of the Members of the Company at the ensuing Annual General Meeting, the Board made a variation in the terms of appointment of the Managing Director so that Shri Gaurav Dalmia who holds the office of Executive Co- chairman, Managing Director and CEO , as not liable to retire by rotation, shall now hold such office as Director, liable to retire by rotation. His period of office after the proposed change shall be determined through retirement by rotation of Directors.

Shri G.P. Gupta , Shri G.B. Rao and Shri H C Dua , the existing Independent Directors, shall be so appointed at the forthcoming Annual General Meeting to be held this year in terms of Section 149 of the Companies Act, 2013 for a period of 5 years with effect from October 01, 2014. They shall hold office of the Independent Director, not liable to retire by rotation.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited .

AUDITORS

Your Company''s present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, were first appointed at the Annual General Meeting held on September 22, 2008. Accordingly, their term of seven years expired on September 30, 2013 ( Sixth AGM). The Company has received from the aforenamed Auditors a certificate to the effect that their re-appointment, if made, would be in conformity with the prescribed limits.

The Board would like to mention here that their re-appointment could be for a further period of 3 years for audit of accounts of the company for the year 2014 -15, 2015 -16 and 2016-17 subject, however, to ratification in the subsequent annual general meetings.

The Board therefore, recommends their re-appointment, accordingly at the forthcoming Annual General Meeting.

INTERNAL CONTROL SYSTEMS

Your Company has an effective control system. The company has entrusted its internal audit to M/s M.L. Puri & Company, a reputed firm of Chartered Accountants. The main thrust of internal audit process is on the test and review of controls.

AUDITOR''S REPORT

The Notes on Accounts appearing in Schedule S and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

There was, however, a Matter of Emphasis in the said Report. Note No. 6 of the Schedule S to the Financial Statements regarding Business Transfer Agreement, which is self explanatory.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules are not applicable to the Company. Foreign Exchange Earned : Advisory Services : Rs. 359.57 lakhs and Foreign Exchange Outgo : Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the prescribed limits read with relevant rules and regulations made thereunder, is given in Annexure - I. However in terms of the prescribed provisions of the law, the Report and the Accounts are being sent to the shareholders, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 31st March 2014 and of the profits of the Company for the year ended on that date.

iii. that 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.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on corporate governance practices followed by the company together with a Certificate from Company''s Auditors confirming compliance is set out in Annexure -II forming part of this Report.

CORPORATE SOCIAL RESPONSIIBLITY

Section 135 (1) of the Companies act, 2013 is not applicable to the Company for the time being. Your Company, still however intends to take activities on its own initiatives in this behalf wherever possible.

UNCLAIMED DIVIDEND / UNCLAIMED SHARE CERTIFICATES

The dividend remaining unclaimed for a period of seven years is compulsorily required to be deposited in Investor Education and Protection Fund (IEPF) . Your Company has unclaimed dividend amount of Rs. 1,50, 417/- as on 31st March, 2014 . The dividend was declared at the last Annual General Meeting held on September 30, 2013 and the due date for transfer to IEPF Account is October 8, 2020.

In terms of clause 5A of the Listing Agreement, the details of shares in Unclaimed Suspense Account are as follows:

Aggregate Number of Shareholders and shares outstanding in the Suspense Account lying at the beginning of the year: 741 Shareholders and 854166 Equity Shares

Number of shareholders who approached the company for transfer from suspense account during the year : 2 Shareholders Number of shareholders to whom shares was transferred during the year: 2 shareholders

Aggregate Number of Shareholders and shares outstanding in the Suspense Account lying at the end of the year : 739 Shareholders and 848766 Equity Shares

That the voting rights in the shares shall remain frozen till the rightful owner exercises the option to claim these shares in physical mode or option to dematerialize their shares with either of the Depositories: 848766 Equity Shares

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Government Authorities, Institutions and Members.

Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels. Your Directors also wish to thank the Company''s business associates, and banks for their continued support and for the faith reposed in the Company.

For and on behalf of the Board

D.N. Davar Chairman

Place : New Delhi Dated : May 16, 2014


Mar 31, 2013

TO THE MEMBERS

The Directors present their Thirty Seventh Annual Report for the Accounting Year ended the 31st March, 2013 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2013 31.03.2012 Rs, Rs.

Profit/(Loss) Before Tax 1,03,34,934 92,50,608

Tax Expense

Current Tax 29,73,000 29,80,000

Deferred Tax (6,82,500) (4,81,900)

Income Tax for earlier year 8,576 (40,776)

Profit after Tax 80,35,318 67,93,284

Add ; Surplus brought forward from previous year 7,90,23,593 7,22,30,30

8,70,58,911 7,90,23,593

Less : Appropriations 67,07,158

Proposed Equity Dividend 11,39,882 -

Tax on Dividend 78,47,040

Surplus carried to Balance Sheet 7,92,11,871 7,90,23,593

ACTIVITIES

Your Company is engaged in the business of real estate development, and providing advisory and consultancy services. Your Company continues to provide advisory services to overseas investors from the year 2009 onwards.The Company received Rs. 3,50,93,725/- as income from advisory services in the current year as against Rs.2,87,50,350/- in the previous year.The profit after tax has been Rs.80,35,318/- against Rs. 67,93,284/- in the previous year.

DIVIDEND.

The Directors recommend payment of a dividend at the rate of Re. 0.05 (5%) per equity share to be paid out of the profits of the Company for the Financial Year ended March 31, 2013 .

FUTURE OUTLOOK

Ansaf Landmark (Karnal) Township Private Limited (ALKTPL) has allotted properties worth Rs.11.47 crores to the Company on the 16th May, 2013. It is expected that the balance allotment will be made in 2-3 tranches in August & November, 2013. The Company on its part has made arrangements for marketing of the allotted properties with ALKTPL for a fee up to a maximum of 4%.

The outlook for overall earnings in the next couple of years appears to be largely a mixed one , in the context of prevailing economic scenario where reality sector is not in an exceptional state.

DIRECTORS

Dr. G.B. Rao and Shri H. L. Agarwal Directors of the Company retire by rotation at the ensuing 37th Annual General Meeting. Being eligible and having consented, the Board recommends their re- appointment.

Abrief resume of each of Dr. G.B. Rao and Shri H. L.Agarwal with relevant details, is provided in the Notice convening the 37th Annual General Meeting.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited .

AUDITORS

Your Company''s present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and your Directors, recommend their re-appointment for the Financial Year 2013-2014. The Company has received from the aforenamed Auditors a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR''S REPORT

The Notes on Accounts appearing in Schedule N and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

There was, however, a Matter of Emphasis in the said Report. Note No. 6 of the Schedule N to the Financial Statements regarding Business Transfer Agreement is self explanatory.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Foreign Exchange Earned : Advisory Services ; Rs. 325.94 lakh and Foreign Exchange Outgo : Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with rules and regulations made thereunder, is given inAnnexure-1. However in terms of Section 219 (1) (b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders,excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 31st March 2013 and of the profits of the Company for the year ended on that date.

iii. that 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.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure -II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5Aof the Listing Agreement, as amended by SEBI''s Circular No. CIR/CFD/DIL/1072010 dated December 16, 2010, the Company is required to furnish details regarding its shares lying in the Unclaimed Suspense Account.

The Company has, on 18th May, 2012, transferred and presently has 854166 outstanding Equity Shares of 741 Shareholders in the "Landmark Property Development Company Limited - Unclaimed Suspense Account" with a Depository Participant.

None of the Shareholders has since approached the Company for transfer of shares from the Unclaimed Suspense Account. Accordingly, no shares have been transferred from the said Account during the year.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the executives and staff of the Company.

For and on behalf of the Board

D.N. Davar Chairman

Place : New Delhi

Dated : May 28, 2013


Mar 31, 2012

The Directors present their Thirty Sixth Annual Report for the Accounting Year ended the 31st March, 2012 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2012 31.03.2011 Rs. Rs.

Profit/(Loss) Before Tax 92,50,608 1,32,71,065

Provision for Taxation

Current 29,80,000 41,00,000

Deferred Tax (4,81,900) 2,38,400

Income Tax for earlier year (40,776) (40,524)

Profit after Tax 67,93,284 89,73,189

Add : Surplus brought forward from previous year 7,22,30,309 6,32,57,120

Surplus carried to Balance Sheet 7,90,23,593 7,22,30,309

ACTIVITIES

Your Company is engaged in the business of real estate development, advisory and consultancy services. Your Company started providing advisory services to overseas investors from the year 2009 .The Company received Rs. 2,87,50,350/- as income from advisory services in the current year as against Rs. 2,71,62,000/- in the previous year. The profit after tax has been Rs. 67,93,284/- against Rs. 89,73,189/- in the previous year.

DIVIDEND

In order to conserve resources, your Directors do not recommend payment of any dividend..

FUTURE OUTLOOK

Post finalization of restructuring arrangement with concerned business associate and allotment of proportional shares along with other stakeholders in new company with underlying assets in the form of unsold stocks, customer outstanding and around 103 acres of semi contiguous unlicensed land (at Sushant City' in the State of Haryana) on assets side and Bank loan and project liabilities on the liabilities side, the outlook for overall earnings in the next couple of years appears to be reasonably satisfactory .

DIRECTORS

Shri D.N. Davar and Shri G.P. Gupta, Directors of the Company retire by rotation at the ensuing 36th Annual General Meeting. Being eligible and having consented, the Board recommends their re- appointment.

A brief resume of each of Shri D.N. Davar and Shri G.P. Gupta with relevant details, is provided in the Notice convening the 36th Annual General Meeting.

Shri G.B. Rao was co -opted as Additional Director with effect from May 1, 2011 and his appointment was regularized at the 35m AGM held last year.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited , effective from August 12, 2008

AUDITORS

Your Company's present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and your Directors, recommend their re-appointment for the financial year 2012-2013. The Company has received from the aforenamed Auditors a certificate to the effect that their re-'appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR'S REPORT

The Notes on Accounts appearing in Note N and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO .

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Foreign Exchange Earned : Advisory Services Rs. 287.50 lakh and Foreign Exchange Outgo : - Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the limits prescribed under Section 217(2A). of the Companies Act, 1956 read with rules and regulations made thereunder, is given in Annexure -1. However in terms of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders,excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 31s1 March 2012 and of the profits of the Company for the year ended on that date.

iii. that 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.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure -II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5A of the Listing Agreement, as amended by SEBI's Circular No. CIR/CFD/DIL/10/2010 dated December 16, 2010, the Company is required to furnish details regarding its shares lying in the Unclaimed Suspense Account.

In terms of the said Circular, the Company had, on June 25, 2011 and November 30, 2011, sent 2nd and 3rd reminders respectively to shareholders whose equity shares were lying unclaimed with the Company.

The Company has, on 18m May, 2012, transferred and presently has 854166 outstanding Equity Shares of 741 Shareholders in the "Landmark Property Development Company Limited - Unclaimed Suspense Account" with a Depository Participant.

None of the Shareholders has since approached the Company for transfer of shares from the Unclaimed Suspense Account. Accordingly, no shares have been transferred from the said Account.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the executives and staff of the Company.

For and on behalf of the Board

(D.N. Davar)

Place : New Delhi Chairman

Dated : May 24,2012


Mar 31, 2011

THE MEMBERS

The Directors present their Thirty Fifth Annual Report for the Accounting Year ended the 31st March, 2011 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2011 31.03.2010

Profit/(Loss) Before Tax 1,32,71,065 74,37,502

Provision for Taxation

Current 41,00,000 23,33,000

Deferred Tax (Net Asset) 2,38,400 (7,300)

Income Tax / FBT earlier year (40,524) 4,724

Profit after Tax 89,73,189 51,07,078

Add : Surplus brought forward from previous year 6,32,57,120 5,81,50,042

Surplus carried to Balance Sheet 7,22,30,309 6,32,57,120

ACTIVITIES

Your Company is engaged in the business of real estate development, advisory and consultancy Services. Your Company started providing advisory services to overseas investors since 2009.The Company received Rs. 2,71,62,000/- as income from advisory services in the current year as against Rs. 2,87,02,915/- in the previous year. The profit after tax is Rs. 89,73,189/- as against Rs. 51,07,078/- in the previous year, registering an increase of around 76% over the last year.

DIVIDEND

In order to conserve resources, your Directors do not recommend payment of any dividend.

FUTURE OUTLOOK

The company is expecting a salutary solution as an equitable share of business through division of saleable assets from the other group of stakeholders, enabling regular revenue streams and propelling resources overall.

DIRECTORS

Shri Mayadhar Mishra , Director of the Company retires by rotation at the ensuing 35th Annual General Meeting and being eligible for re-appointment, has consented for the re- appointment. The Board recommends his re- appointment.

Shri B.K. Goswami ceased to be a Director of the Company with effect from January 20, 2011 due to resignation The Company expresses sincere appreciation for the contribution of Shri B.K. Goswami during the tenure of his office as a director of the Company.

Shri H.L Agarwal and Shri G.B. Rao were co-opted as Additional Directors with effect from January 20, 2011 respectively to hold office upto the date of ensuing 35th Annual General Meeting . The Company has received notices in writing from Members proposing their candidatures for the office of Director.

A brief resume of each of Shri H. L.Agarwal and Shri G.B. Rao, the nature of their expertise, names of the Companies in which they also hold Directorship and Memberships of the Committees of the Board and their shareholding are provided in the Notice convening the 35th Annual General Meeting.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Share of Re. 1/- each of the Company continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited with effect from August 12, 2008

AUDITORS

Your Company's present Statutory Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming 35th Annual General Meeting and your Directors, accordingly, recommend their re- appointment as the Statutory Auditors of the Company for the financial year 2011-2012. The Company has received from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR'S REPORT

The Notes on Accounts appearing in Schedule 15 and referred to in the Auditors Report are self explanatory and therefore, do not call for any comment or explanation from the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

Foreign Exchange Earned : Advisory Services : Rs. 271.62 lakh and Foreign Exchange Outgo : - Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employee who was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with rules and regulations made thereunder, is given in Annexure -1. However in terms of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors 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 31st March 2011 and of the profits of the Company for the year ended on that date.

iii. that 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.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure - II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5A of the Listing Agreement, as amended by SEBI's Circular No. CIR/CFD/DIL/10/2010 dated December 16, 2010, the Company is required to furnish details regarding its shares which are in the Unclaimed Suspense Account.

Pursuant to the above, the Company had, on March 9, 2011, sent the 1st Reminder to 769 shareholders whose 927183 equity shares were lying unclaimed with the Company.

The Company will be required to transfer the unclaimed shares to Unclaimed Suspense Account on completion of the necessary requirements.

As of March 31, 2011, the Company has not opened folio/demat account in the name and style of Unclaimed Suspense Account.

The Company shall give the desired details as per clause 5A of the Listing Agreement regarding the shares to be so transferred to the Unclaimed Suspense Account in its Annual Report for the Financial Year 2011-2012.

ACKNOWLEDGEMENT

Your Directors wish to thank and express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board (D.N. Davar) Chairman

Place : New Delhi Dated : May 16, 2011

 
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