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Directors Report of Marathon Nextgen Realty Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Thirty Eighth Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2015.

WORKING RESULTS:

(Amount in lacs)

Year ended Year ended Particulars March 31,2015 March 31,2014 Rs. Rs.

Profit/ (Loss) before Depreciation, 5,283 4,744 interest and Taxation

Less: Depreciation 31 13

5,252 4,731

Less: Interest - 19

Profit before Taxation 5,252 4,712

Less/ (Add) Tax Expenses 1,410 1,063

Profit / (Loss) after tax after 3,842 3,649 adjustment

Add: Balance brought from previous 15,745 4,705 year

19,587 8,354

Less: Dividend on equity shares 1,138 948

Tax on distributed profits 232 161

Less: Short provision of depreciation 1 -

Less: Transfer to General Reserve - 1500

Balance carried to Balance Sheet 18,216 5,745

Earnings per share basic and diluted 20.26 19.25 -(in Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs. 6/-per equity share (60%) for the year 2014-15.

FUTURE PROSPECTS:

The project under development by a SPV (a LLP) wherein the Company holds 40% stake has commenced it's basic activities and is in progress. The said project is witnessing good sale enquiries even before it's official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

In accordance with the new Companies Act, 2013, Mr. Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

Mrs. Shailaja C. Shah has been appointed as an additional director of the Company with effect from 25th March, 2015, who holds office till the Annual General Meeting.

Brief resume of Mrs. Shailaja C. Shah, nature of her experience in specific functional area and names of the companies in which she holds directorship, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or it's employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure that forms part of this Director's Report.

CONSIDERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2014-15.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company's equity shares are under compulsory trading in dematerialized form for all categories of investors.

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Director's Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company. Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai By Order of the Board

Date: 27th May, 2015 Chetan R. Shah Chairman & Managing Director.


Mar 31, 2014

Dear Members,

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

WORKING RESULTS:

Year ended Year ended 31st March 2014 31st March 2013 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, 4,744 5,143 Interest and Taxation Less: Depreciation 13 27

4,731 5,116

Less: Interest 19 347

Profit before Taxation 4,712 4,769

Less / (Add): Provision for Taxation 1,063 (218)

Profit / (Loss) after tax after 3,649 4,987 adjustment

Add: Balance Brought Forward from 14,705 13,718 previous year

Less: Dividend on equity shares 948 855 Rs. 5/share

Less: Tax on distributed profits 161 145

Less: Transfer to General Reserve 1,500 3,000

Balance carried to Balance Sheet 15,745 14,705

Earnings per share-basic and 19.25 26.30 diluted (Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs.5/-per equity share (50%) for the year2013-14.

DILUTION OF PROMOTERS STAKE:

Directors wish to inform all stakeholders that as per SEBI Regulations, the Promoters had brought down their holding from 89.40% to 75%during June2014.

FUTURE PROSPECTS:

The project under development byaSPV(a LLP) wherein your Company holds 40% equity stake has commenced its basic activities and is in progress. The said project is witnessing good sale enquiries even before its official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

Mr.Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

The tenure of Mr. S. Ramamurthi,Whole-Time Director of the Company, expired on 30th April, 2014. The Board recommended his re- appointment as Whole time Director & CFO of the Company for a further period of three years effective from 1 st May, 2014.

Upon notification of the applicable sections of the Companies Act 2013 w.e.f April 1st, 2014, it is required to obtain approval of the shareholders for regularizing appointments of all the Independent Directors, viz., Mr.V.Nagarajan, Mr.V.Ranganathan and Mr.Padmanahba Shetty at this Annual General Meeting.

Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / Chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

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

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2014-1 5.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company''s equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS:

M/s.Haribhakti & Co„ Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 37th Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth,

For and on behalf of the Board

Place: Mumbai Chetan R. Shah Date: 28th May, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in submitting their Thirty Sixth Annual Report together with the audited accounts of your Company for the year ended 31 st March, 2013.

WORKING RESULTS:

Year ended Year ended 31st March 2013 31st March 2012 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, interest and Taxation 5,143 9,733

Less: Depreciation 27 41

5,116 9,692

Less: Interest 347 908

Profit before Taxation 4,769 8,784

Less/(Add): Provision for Taxation (218) 1,681

Add: Prior period adjustment

Profit / (Loss) after tax after adjustment 4,987 7,103

Add: Balance Brought Forward from previous year 13,718 11,998

Less: Dividend on Preference shares including arrears thereon

Less: Dividend on equity shares Rs.4.50/share 855 759

Tax on distributed profits 145 123

Less: Transfer to General Reserve 3,000 4,500

Balance carried to Balance Sheet 14,705 13,717

Earnings per share-basic and diluted (Rs.) 26.30 37.45



DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Even though Profits for the current financial year are lower than the previous year your directors are pleased to recommend a higher dividend of Rs. 4.50/-per share (45%), compared to the previous year of Rs.4 per share (40%).

The Directors would like to inform Members that as on March 31, 2013 the 6% Redeemable Cumulative Preference Capital of the Company were redeemed out of the profit of the year and the accumulated dividend thereon has been paid which is placed before you for ratification.

The dividends paid would be taxfree in the hands of the shareholders as the Dividend DistributionTax will be paid by the company.

FUTURE PROSPECTS:

Your Company is a 40% stake holder in a Special Purpose Vehicle for the development of prestigious parcels of properties in South Mumbai and the Eastern Suburbs. It is expected that the project in South Mumbai would commence shortly. During the year under review, the Special PurposeVehicle which was a Public Limited Company has been converted into a Limited Liability Partnership.

The Joint Venture project in Bangalore is slow in taking off. However with the improvement of market conditions in Real Estate in Bangalore it is hoped that considerable progress would happen during the current year.

Innova at Lower Parel was the first commercial venture by your Company and is a designated Private Technology Park. It is still a sought after address in Lower Parel and there are only few units in this project that are yet to be sold.

DIRECTORS:

Mr.V. Nagarajan, Director retires by rotation and being eligible offers himself for reappointment.

Mr. Chetan Shah''s term as Chairman & Managing Director of the Company expires on 30th June, 2013. Considering the admirable way in which he has steered the Company, your directors have recommended his reappointment for a further period of five years on revised terms and conditions that are contained in the Notice convening the Annual General Meeting.

Brief resume of the Director seeking reappointment, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership /chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2013-14.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company''s equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreementforms part of this Annual Report.

AUDITORS:

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 36th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth. For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: 18th May, 2013 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting their Thirty Fourth Annual Report together with the audited accounts of your Company for theyearended March 31,2011.

The realty sector went through a tremendous growth phase during the year ended March 2010. It was felt that this trend would continue for some time. However in view of macroeconomic factors coupled with high inflationary tendencies and dear money policy, the growth in the real estate sector especially in the commercial segment tapered down. Despite these factors your Company has done well when compared to peers in the Industry.

WORKING RESULTS:

(Rs. in lacs)

Year ended Year ended

March 31,2011 March 31,2010

Profit / (Loss) before Depreciation, interest and Taxation 11,744 21,246

Less: Depreciation 45 34

11,699 21,212

Less: Interest 831 1,550

Profit before Taxation 10,868 19,662

Less: Provision for Taxation 2,073 4,741

Less: Prior period adjustment - 252

Profit / (Loss) after tax after adjustment 8,795 14,669

Less: Transfer to Capital Redem. Reserve 25 -

8,770 14,669

Add: Balance brought from previous year 9,571 4,821

18,341 19,490

Less: Dividend on Preference Shares at Rs. 6/ share including arrears thereon 1 1

Dividend on equity shares at Rs. 3.50/share 664 443

Less: Tax on distributed profits 108 74

Less: Transfer to General Reserve 5,570 9,400

Balance carried to Balance Sheet 11,998 9,571

Earnings per share-basic and diluted (in Rs) 46.40 77.37*

* Restated after the issue of Bonus Shares

The Residential Complex Era has almost been sold out.

The commercial complex Innova had been notified as a Private Technology Park by the Govt, of Maharashtra.This notification not only entitles it to avail of double the Floor Space Indices available but also confers on it aTax Holiday under the provisions of the IncomeTax Act 1961 for a period often successive assessment years. During the year the Central Board of Direct Taxes has notified that the Innova Project is eligible for theTax Holiday in accordance with the provisions of the IncomeTax Act 1961.

DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Accordingly, your directors are pleased to recommend a dividend of Rs. 3.50 per equity share (35%) on the equity share capital. The Company has declared this dividend after careful consideration of your Company's financial performance and the need to conserve longterm resources of the Company.

Members are aware that during the year the Company had issued bonus shares in the ratio of one equity share of Rs.10/- for every two equity shares of Rs. 10/- each which were allotted on July 9,2010. The Board of Directors as a gesture to the shareholders has decided that these shares so issued would be eligible for the full dividend.

The Directors have declared a dividend of 6% on the Cumulative Preference Capital of the Company.

The dividends paid would be tax free in the hands of the shareholders as the Company would be bearing the Dividend Distribution Tax.

FUTURE PROSPECTS:

The Company is in the process of obtaining necessary clearances and permissions to develop a prime property in South Mumbai. However, the demolition was completed and the work on this project would commence shortly. Your Company has a 40% share in a Special Purpose Vehicle (SPV) that has been formed to develop this project. The same SPV would be developing a large property in the Western Suburbs on completing the various formalities.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high-rise at the Nextgen premises.The contours of the deal are being worked out.

The Company has entered into a Joint Venture with a Marathon Group company to develop high-end apartments in the eastern suburbs. The Company has made a financial commitment of Rs. 125 Crores towards this project which would yield adequate returns. The Company is exploring the possibility of participating in a joint venture to develop a mini township in the extended suburbs of Mumbai.This project is situated at Panvel.

The project in Bangalore is slow in taking-off mainly because, it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock of Commercial Complex at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. Padmanabha Shetty, Director retires by rotation and being eligible offers himself for re-appointment. Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement; it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 at the end of thefinancial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2010-11.

DEMATERIALIZATION OF SHARES

The members are aware that the Company's equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 34th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation forthe excellent support and co-operation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times.Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai For and on behalf of the Board

Date: May 30,2011 Chetan R. Shah

Chairman & Managing Director












Mar 31, 2010

The Directors have pleasure in submitting their Thirty Third Annual Report together with the audited accounts of your Company for the year ended 31st March, 2010.

The realty sector in which your Company is leading player showed signs of recovery during the second quarter of the fiscal year and grew in strength during the rest of the year. The Company has done exceedingly well as is bore out by the stellar set of numbers.

WORKING RESULTS:

(Rs. in lacs)

Year ended Year ended 31 st March 2010 31 st March 2009 Rs. Rs.

Profit / (Loss) before Depreciation, interest and Taxation 21,246 5,341.38

Less: Depreciation 34 11

21,212 6,962

Less: Interest 1,550 1,621

Profit before Taxation 19,662 5,341

Less: Provision for Taxation 4,741 1,125

Less: Prior period adjustment 252 39

Profit / (Loss) after tax after adjustment 14,66 94,177

Add: Balance brought from previous year4,821 4,882

Less: Dividend on Preference Shares including arrears thereon 1 1

Dividend on equity shares 443 202

Tax on distributed profits 74 35

Less: Transfer to General Reserve 9,400 4,000

Balance carried to Balance Sheet 9,571 4,821

Earnings per share - basic and diluted116.05 33.03

This has been by far the best ever results attained by the Company.

Shareholders were informed during the previous year that the Companys commercial project Innova at Lower Parel has been designated as Private Technology Park by the Government of Maharashtra. In terms of Section 80-IA(4) (iii) of the Income Tax Act 1961, 100% of the profits generated from sale/lease of this property would be exempt from Income Tax. The Company has made the requisite applications to the Central Board of Direct Taxes in this regard and it is hoped that the necessary permissions would be made available to it shortly. Provision for taxes in the accounts has been made without considering the impact of the deductions available under Section 80-IA(4) (iii) of the Income Tax Act 1961. Had the deduction under the section been considered the Profit after Tax and earning thereof would be increased to extent of relief.

YEAR IN RETROSPECT :

While the realty sector continued to consolidate it was the residential segment that saw sustained demand even at higher prices thereby indicating a genuine demand. There was a marked sluggishness in the commercial segment.

In view of the heavy demand the entire residential project was sold out even before it was completed. During the year the Company concentrated in marketing its commercial complex.

In so far as commercial space was concerned the Company hitherto was concentrating in selling large floor plates. During the year the Company re-strategized its marketing plans and forayed into a large untapped market of small and medium office space that had a huge potential. This revised strategy paid off well and Innova today has dedicated sufficient space to cater to this ever growing demand.

DIVIDEND

The Company has always maintained that it derives substantial strength from its shareholders who have stood by it over a long period of time and it has been the consistent policy of the Company to reward them adequately.

The Marathon Group has been in the business of Realty Development for the past forty years. Your Company has become an integral and important part of the group. In commemorating this land mark that the Group has reached, your Directors are proposing a one time special dividend of 15%( Rs.1.50 per share.)

Further a final dividend of 5% (Rs.0.50 per share) is being proposed which together with the interim dividend of 15% (Rs.1.50 per share) already paid would amount to 20% (Rs.2/- per share).

The total dividend for the year would be 35% (Rs. 3.50 per share as against 16% ( Rs. 1.60) paid in the previous year.

The total dividend pay out during the year would be Rs.4,43,85,870 as against Rs. 2,03,72,112 in the previous year and the Dividend distribution tax would be Rs.75,45,165 as against Rs.34,62,241

BONUS SHARES

The Board of Directors have recommended a bonus issue by capitalizing its general reserves in the ratio of one equity share of Rs.10/- each for every two equity shares of Rs.10/- each held. The issue of these bonus shares would be subject to the consent of shareholders and such other regulatory permissions / sanctions as may be necessary. The bonus issue would require appropriating Rs. 6,31,94,100 from its general reserves.

This is the third bonus issue from the Company after the Marathon Group assumed Management Control.

FUTURE PROSPECTS:

The Company is in the process of developing of property in South Mumbai and the Western Suburbs. Your Company has a 40% share in a Special Purpose Vehicle that is to develop these projects. The South Mumbai project would commence shortly as all permissions / sanctions are in place.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high rise at the Nextgen premises. The contours of the deal are being worked out.

The Company is exploring an opportunity to enter into a joint venture with a group Company to construct high end apartments at the eastern suburbs.

The joint venture project in Bangalore is slow in taking off mainly because it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. V. Rangananthan, Director retires by rotation and being eligible offers himself for reappointment.

Brief resume of the Director, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibilities it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the period under review

PARTICULARS OF EMPLOYEES

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956 may write to the Company Secretary at the Registered Office of the Company.

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

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2009-10.

DEMATERIALIZATION OF SHARES

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s.Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 33rd Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Companys growth.

For and on behalf of the Board

Place : Mumbai Chetan R. Shah

Date : 31 st May, 2010 Chairman & Managing Director.



 
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