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Directors Report of Nila Infrastructures Ltd.

Mar 31, 2015

Dear Members,

The Directors of your company are pleased to present the 25th Annual Report to the Members with the audited financial statements for the year ended March 31,2015.

STATE OF AFFAIRS OF THE COMPANY Financial Results:

The performance of the Company for the financial year 2014-15 is as under:

(Rs. in Lacs) Standalone for the year ended Particulars 31/03/2015 31/03/2014

Total Income 13,171.85 10,014.92

Less: Total Expenditure 11,303.34 8,196.71

Profit Before Tax 1,868.51 1,818.21

Less: Current Tax 684.75 632.33

Deferred Tax (21.24) 0.82

Net Profit After Tax 1,205.00 1,185.06

Add: Balance Brought Forward from 4,845.44 4,105.78 previous year

Profit available for appropriation 6,050.44 5,290.84

Less: Reserve due to consolidation - -

Less: Depreciation 6.64 -

Less: Transfer to General Reserve - 100.00

Less: Proposed Dividend 370.23 295.23

Less: Dividend Distribution Tax 74.03 50.17

Surplus carried to Balance Sheet 5,599.54 4,845.44

Security Premium 5,678.34 2,678.34

General Reserve 524.77 524.77

Reserves [Excluding Revaluation Reserve] 11,802.65 8,048.55

Consolidated for the year ended Particulars 31/03/2015 31/03/2014

Total Income 13,174.74 10,069.18

Less: Total Expenditure 11,314.37 8,254.50

Profit Before Tax 1,860.37 1,814.68

Less: Current Tax 684.75 632.89

Deferred Tax (21.24) 0.83

Net Profit After Tax 1,196.86 1,180.96

Add: Balance Brought Forward from 4,770.84 4,078.24 previous year

Profit available for appropriation 5,967.70 5,259.20

Less: Reserve due to consolidation 50.71 42.96

Less: Depreciation 6.64 -

Less: Transfer to General Reserve - 100.00

Less: Proposed Dividend 370.23 295.23

Less: Dividend Distribution Tax 74.03 50.17

Surplus carried to Balance Sheet 5,466.09 4,770.84

Security Premium 5,678.34 2,678.34

General Reserve 524.77 524.77

Reserves [Excluding Revaluation 11,669.20 7,973.95 Reserve]

REVIEW OF OPERATIONS:

Your Company's primary area of operations include construction and development of infrastructure and real estate projects. The majority of the projects of your Company are being executed in Gujarat and one at Rajasthan.

During the year under review, total operational revenue of the Company increased by 28 % from Rs. 96.65 lac to Rs. 124.40 lac as compared to the previous financial year. The increase in turnover is predominantly due to higher operational activities at multiple projects as well as higher number of operational projects during the year. Out of the total turnover; the contribution of infrastructure projects is 65 % and remaining from the real estate, trading and leasing activities.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

As per Section 129 (3) of the Companies Act, 2013 and Clause 32 of the listing agreement your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the silent features and financial position of the subsidiary companies, associates and joint ventures are mentioned in the notes to the accounts.

DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e. 10% of paid up capital. The dividend payout will absorb an amount of Rs. 370.23 lac. The dividend will be paid to the members, whose name appears in the register of members as on August 24, 2015.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured. DIRECTORATE:

Pursuant to Section 152 of the Companies Act, 2013, Shri Dilip D. Patel, (DIN:01523277) Director of the Company retires by rotation at the ensuing Annual General Meeting of the company and being eligible offers himself for reappointment.

During the year Mr. Akhilesh C. Mehta has resigned as a Director. The Board took note of the contribution made by him in the growth of the company.

During the year under review at the 24th Annual General Meeting your Company has appointed Shri Shyamal S. Joshi, Shri Ashok R. Bhandri, Shri Harcharansingh P Jamdar, and Shri Hiren G. Pandit as Independent Directors in terms of Section 149 of the Companies Act, 2013.

Further in terms of the provisions of Section 203 of the Companies Act, 2013 Mr. Manoj B. Vadodaria, Managing Director; Mr. Prashant H. Sarkhedi, Chief Finance Officer; and Mr. Dipen Y. Parikh, Company Secretary have been designated as Key Managerial Personnel. Further in terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has appointed Ms. Foram B. Mehta as a Woman Director on March 28, 2015. The appointment of Ms. Foram B. Mehta is made by the Board of Directors under Section 161 of the Companies Act, 2013.

Pursuant to the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have submitted their declarations to the Board that they meet the criterion of independence as provided in Section 149 (6) of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

Board Meetings:

During the year under review 7 (seven) Board Meetings and 4 (four) Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards' Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period.

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

d) The Directors have prepared the annual accounts on a going concern basis; and

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ISSUE OF SECURITIES ON PRIVATE PLACEMENT BASIS:

During the year under review your Company has issued and allotted 75,000,000 equity shares of Rs. 1 each at an issue price of Rs. 5 per share on private placement basis to the persons other than promoters. Further the company has issued 22,500,000 warrants convertible into equivalent numbers of equity shares to the promoters and promoter group at an issue price of Rs. 5 per warrant on private placement basis. The utilisation of the money raised through this private placement has been made for the purpose mentioned in the explanatory statement of the notice of the General Meeting and Private Placement Offer Letter.

INCREASE IN AUTHORIZED CAPITAL:

In order to facilitate the issue of equity shares and convertible warrants on private placement basis; the authorised share capital of the Company has been increased from Rs. 3,500 lac to Rs. 5,000 lac by creation of 1,500 lacs equity shares of Rs. 1 each.

LISTING OF SHARES:

Equity shares of your Company are listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd (NSE). Your Directors are pleased to inform that the equity shares of your Company have been listed and admitted for dealing at NSE w.e.f May 21, 2015. The Company has duly paid the annual listing fees for the financial year 2015-16 to the exchanges. Adequate care has been taken to comply with all the norms and requirements as per the provisions of the listing agreements. The Company's shares are under 'Compulsory Demat'. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar and Share Transfer Agent to undertake transfer of physical share certificates besides acting as an electronic registrar.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion and analysis and corporate governance report are made a part of this report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS:

M/s. O. P Bhandari & Co. (FRN:112633W), Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and is eligible for reappointment. The Company has received a certificate from them that their re-appointment if approved by the shareholders would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT:

Observations of the auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed M/s R S Sharma & Associates (ACS 3126), Company Secretaries to undertake the secretarial audit of the Company. The report of the Secretarial Auditor is annexed herewith. The report of the Secretarial Auditor is self explanatory.

AUDIT COMMITTEE:

The audit committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition and terms of reference of the audit committee is given in the Corporate Governance Report as a part of the Boards' Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Whistle Blower Mechanism is explained in the Corporate Governance Report and policy is available on the company's website.

DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Detail of foreign exchange earnings and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

In terms of Clause 49 of the Listing Agreement the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm's length basis. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014.

BUSINESS RISK MANAGEMENT:

In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under.

Cyclic Nature of Business:

Your Company's primary area of operations includes construction and development of infrastructure and real estate projects which has a cyclic nature. The operations of your Company may be affected by any downturn in economy. To mitigate the impact of any slowdown in economy the management of your Company focuses on constructing urban infrastructure projects i.e affordable housing projects of Government wherein risk is considered to be less. With respect to real estate projects the Company considers various scientific parameters for selection of projects to ensure successful completion.

Competition Risk:

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with the presence of regional players and the new entrance of big corporates having pan India operations.

To mitigate this risk your Company focuses on providing quality products, improving after sales services and applying robust marketing strategy.

Interest Rates and Monetary Policy:

The business of your Company is highly capital intensive and considering the long gestation period of housing and infrastructure projects; the Company requires long term working capital from time to time. Further the demand of housing is also linked with the rate of housing loans. Any increase in the base rates or any decision of the Central Bank to tighten the liquidity in the economy; increases the finance cost of your Company and consequently impacts profitability. To mitigate this risk, the Company focuses on better financial management practices to obtain cheaper funds and ensures optimal utilization thereof.

Other Risks:

There are other risks which may affect the smooth functioning of your company i.e. shortage of labour may delay the execution of projects.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee. As a part of its initiatives under CSR, the Company has spent funds for the projects involving Promotion of Sanitation and preventive Healthcare. As a part of the Clean India Campaign, your company has initiated "My Own Street" campaign to spread awareness of environmental protection and cleanliness by encouraging people to participate and make it a habit to keep the society clean.

The Annual Report on CSR activities is annexed herewith as: 'Annexure A'.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Nomination and Remuneration Committee and adopted a policy on appointment and remuneration of the Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and Key Managerial Personnel are given in the Corporate Governance Report as a part to the Boards' Report.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

COST AUDIT:

The Board has appointed M/s. Dalwadi & Associates, Cost Accountant (FRN 000338) to conduct the audit of the cost record for the financial year 2015-16.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME:

The stock options granted to the eligible employees operate under the "Nila Infrastructures ESOP- 2014". The disclosures as required under the law have been made in the 'Annexure B' to this report.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed form MGT-9 for the financial year March 31, 2015 is attached with the Boards' Report as 'Annexure C'.

ACKNOWLEDGMENTS

Your Directors take this opportunity to acknowledge with gratitude the trust reposed in the Company by the Shareholders, Investors, Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers and Financial Institutions who have extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been a reality.

For & on Behalf of the Board of Directors

Date: May 25, 2015 Manoj B. Vadodaria Place: Ahmedabad Chairman & Managing Director DIN: 00092053


Mar 31, 2014

Dear Members,

The Directors of your company are pleased to present the 24th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The performance of the Company for the financial year 2013-14 is as under: (Rs in Lacs)

Particulars For the year ended 31st March, 31st March, 2014 2013

Total Income 10014.92 9754.65

Less: Total Expenditure 8196.71 7825.61

Profit Before Tax 1818.21 1929.04

Less: Current Tax 632.33 641.50

Deferred Tax 0.82 4.57

Net Profit After Tax 1185.06 1282.97

Add: Balance Brought Forward from previous year 4105.78 3268.20

Profit available for appropriation 5290.84 4551.17

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 50.17 50.17

Surplus carried to Balance Sheet 4845.44 4105.77

Security Premium 2678.34 2678.34

General Reserve 524.77 424.77

Reserves

[Excluding Revaluation Reserve] 8048.55 7208.88

Paid up Share Capital 2952.26 2952.26

Net Worth 11000.81 10,161.14

REVIEW OF OPERATIONS:

Your Company is engaged primarily in the business of urban infrastructure development, real estate, construction of housing projects and leasing of properties.

In spite of the slow down in the economy in general and in real estate and construction sector in particular, your Company has reported increase in turnover due to efficient management of resources and timely exection of projects.

During the year under review, total turnover of the Company increased by 2.67% from Rs. 9754.65 to Rs. 10014.92 as compared to the previous financial year.

EXPANSION PLANS:

Your Company foresees acceleration in growth of infrastructural development in the nation in general and in the city where your

company mainly operates owing to the expectation of steady government, reforms of policies, faster approvals of pending projects and overall improvement in the investment sentiment of the economy. This is likely to provide ample opportunities to infrastructure developers in one or another way. Your Company endeavors to identify profitable projects and bid for the same.

As mentioned during previous year, your Company has obtained several projects of construction of Affordable Housing and is also looking to bid several other projects as and when opportunity appears. The Company anticipates enormous opportunity in the affordable housing segment in years to come. The Company is also under planning to develop its own land by various residential housing schemes in the back of expected housing demand in years to come.

Your Company foresees to expand its leasing activities to ensure steady cash flow income and planning is under process to offer some immovable properties and land on long term lease to repute corporate.

DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Re. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 16th September, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review your Company has approached the Waste Management Department of the Ahmadabad Municipal Corporation with a proposal to initiate a campaign, for awareness of environmental protection, proper removal of solid waste, at Makarba area where the majority of the residential schemes of the Company are constructed. The proposal is under active consideration with the corporation.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

ISO 9001:2008

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008 Company is striving to maintain its commitment to customer''s expectations for quality work and adherence of time schedule and safety at work sites.

HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217

(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS:

Pursuant to Section 152 of the Companies Act, 2013 (Corresponding section 256 of the Companies Act 1956), Mr. Dilip D. Patel Director of the Company retires by rotation at the ensuing annual general meeting of the Company and being eligible offers himself for reappointment.

During the year under review Mr. Ashok R Bhandari has been appointed as an additional director of the Company. Further in terms of section 161 (1) of the Companies Act, 2013, the Board of Directors has, at its meeting held on 29th May, 2014, appointed Mr. Harcharansingh P. Jamdar as an additional director.

Mr. Ashok R. Bhandari, Mr. Harcharansingh P. Jamdar, Mr. Hiren G. Pandit and Mr. Shyamal S. Joshi, directors of the Company, are being appointed as independent directors for five consecutive years for a term w.e.f 20th September, 2014 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013

AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants. Ahmedabad retires at the forthcoming annual general meeting and being eligible offer themselves for re-appointment

The Company has received certificate from them that their appointment if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956.

AUDITOR''S OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R.S. Sharma & Associates, Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said report is appended to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

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

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Detail of foreign exchange earning and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1988.

INSURANCE:

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts upto the date of the report, which may substantially affect the financial performance, or financial statements of the Company

AUDIT COMMITTEE:

The audit committee constituted in accordance with Clause 49 of the Listing Agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES:

Equity shares of your Company are presently listed at Bombay Stock

Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2014-15 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Companies shares are under ''Compulsory Demat''. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar and Share Transfer Agent to undertake transfer of physical share certificates besides acting as electronic registrar.

ACKNOWLEDGEMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For & on Behalf of the Board of Directors Manoj B. Vadodaria Chairman & Managing Director DIN : 00092053

Place: Ahmedabad Date: 29.05.2014


Mar 31, 2013

Dear Members,

The Directors of your company are pleased to present the 23rd Annual Report to the Members with the audited financial statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The performance of the Company for the financial year 2012- 13 is as under:

(Rs. in Lacs)

Particulars For the year ended 31st March 31st March 2013 2012

Total Revenue 9,754.65 9,061.95

Less: Total Expenditure 7,825.61 7,254.94

Profit Before Tax 1,929.04 1,807.01

Less: Current Tax 641.50 551.44

D eferred Tax 4.57 11.11

Net Profit After Tax 1,282.97 1,244.46

Add: Balance Brought Forward

from previous year 3,268.20 2,466.86

Profit available for appropriation 4,551.17 3,711.32

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 50.17 47.89

Surplus carried to Balance Sheet 4,105.77 3,268.20

Security Premium 2,678.34 2,678.34

General Reserve 424.77 324.77

Reserve [Excluding Revaluation Reserve 7,208.88 6,271.31

Paid up Share Capital 2,952.26 2,952.26

Net Worth 10,161.14 9,223.57

REVIEW OF OPERATIONS :

Your Company is engaged primarily in the business of real estate, construction of housing projects and urban infrastructure development.

Your Company has during the year successfully completed some ongoing projects including "ANURAADHAA”, joint venture scheme "ANANYA” and construction work of "Venus IVY”. Projects like construction of bungalows for Applewoods Township, Construction work assigned by Adani Group at its prestigious township at Tragad, erection of bus shelters of BRTS projects are under progress as per the schedule. In spite of the slow down in the economy in general and in real estate and construction sector in particular, your Company has reported increase in turnover and profitability due to efficient management of resources and timely execution of projects.

EXPANSION PLANS :

Your Company has been actively ascertaining opportunities in new avenues in the industry. Land acquisition, plan approvals of new residential projects are in process. Residential projects for Economically Weaker Section (EWS) is under appraisal where the management anticipates enormous demand in years to come. Under the infrastructure activities, the Company continuously endeavors to identify the lucrative projects and bid for the same. Your Company envisages opportunity in affordable housing segment due to huge demand. Your Company foresees to expand its leasing activities to ensure steady cash flow income and planning is under process to offer some immovable properties and land on long term lease to repute corporate.

DIVIDEND :

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 1st July, 2013.

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

ISO 9001:2008 :

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008 Company is striving to maintain its commitment to customer''s expectations for quality work and adherence of time schedule and safety at work sites.

CREDIT RATING :

The Board of Directors are pleased to report that the India Ratings & Research Private Limited (A Fitch Group Company) has assigned the ratings on the Fund Based Facilities amounting to Rs. 419.5 millions at IND BBB- and Non Fund Based Facilities amounting to Rs. 57.5 Millions at IND BBB- / IND A3. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk.

HUMAN RESOURCE MANAGEMENT :

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975, as amended.

DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, Shri Shyamal S. Joshi Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board of Directors of your Company has reappointed Shri Manoj B. Vadodaria as Chairman & Managing Director w.e.f 09.02.2013 for a period of five years subject to the approval of the members of the Company. The members are requested to pass necessary special resolution at the AGM.

AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the auditors to hold office until the conclusion of the next Annual General Meeting.

AUDITOR''S OBSERVATIONS:

Observations of the Auditors in their report together with the Notes to the financial statements are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad. As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s. R. S. Sharma & Associates, Practicing Company Secretary, Ahmedabad, in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

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

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Details of foreign exchange earning and outgo form part of the notes to the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1998.

INSURANCE:

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts upto the date of the report, which may substantially affect the financial performance or financial statements of the Company.

AUDIT COMMITTEE:

The audit Committee constituted in accordance with Clause 49 of the Listing Agreement, reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtained compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES:

Equity shares of your Company are presently listed at Bombay Stock Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2013-14 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Companies shares are under ''Compulsory Demat''. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar & Share Transfer Agent to undertake transfer of physical transfers of share certificates besides acting as electronic registrar.

ACKNOWLEDGEMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For and on Behalf of the Board of Directors

Place: Ahmedabad Manoj B. Vadodaria

Date: 14th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors of your company are pleased to present the 22nd Annual Report to the Members with the audited financial statements for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The performance of the Company for the financial year 2011-12 is as under:

(Amount in Rs.)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Total Revenue 90,61,95,735 91,09,05,789

Less: Total Expenditure 72,54,93,997 73,82,37,377

Profit Before Tax 18,07,01,738 17,26,68,412

Less: Current Tax 5,51,44,012 4,03,13,445

Deferred Tax 11,11,484 (23,98,753)

Net Profit After Tax 12,44,46,242 13,47,53,720

Add: Balance Brought Forward from previous year 24,66,86,111 15,62,44,466

Profit available for appropriation 37,11,32,353 29,09,98,186

Less: Transfer to General Reserve 1,00,00,000 1,00,00,000

Less: Proposed Dividend 2,95,22,620 2,95,22,620

Less: Dividend Distribution Tax 47,89,455 47,89,455

Surplus carried to Balance Sheet 32,68,20,278 24,66,86,111

Paid up Share Capital 29,52,26,200 29,52,26,200

Reserves [Excluding Revaluation Reserve] 62,71,30,468 53,69,96,301

Net Worth 92,23,56,668 83,22,22,501

REVIEW OF OPERATIONS :

Your Company is engaged primarily in the business of real estate, construction of housing projects and urban infrastructure development.

In spite of industry being under stress, your Company has successfully maintained its performance due to improved operations and activities. During the year under review residential housing flats schemes "ANVAYAA" and "ANAAHATA" have been successfully completed and Company has started giving possessions to the prospective acquirers. Construction work of joint venture residential scheme "ANANYA" is in full swing and is under completion stage.

During the year your Company has commenced a 200 residential units scheme namely "ATUULYAM". It is luxurious residential flats scheme comprising of 200 units of 2 & 3 BHK near premium location of Prahladnagar in Ahmedabad. For effective completion of the project your Company has made association with "Progetto Italia Consultants" - a reputed Project Management Consultancy firm based at Dubai.

Under infrastructure activity your Company has been awarded contract for construction of 23 Bus Shelters of BRTS by the Ahmedabad Municipal Corporation. The Company has obtained a contract from M/s Adani Infrastructure and Developers Pvt. Ltd. for construction of residential apartments at Tragad, Ahmedabad.

The Company has successfully completed the construction work of some projects of other corporate including Adani Group, Singla Engineers & Contractors Pvt. Ltd. and RJD Integrated Textile Park Limited.

EXPANSION PLANS :

Your Company has been actively ascertaining opportunities in new avenues in the industry. Land acquisition, plan approvals of new residential projects are in process. Residential projects for Economically Weaker Section (EWS) is under appraisal where the management anticipates enormous demand in years to come.

The Company is also ascertaining the opportunities in project management consultancy business in association with other reputed firms.

Under the infrastructure activities, the Company proposes to identify the lucrative projects and bid for the same. Your Company envisages huge opportunity in construction through pre cast technology. The Company emphasis to promote the technology for future infrastructure projects.

Further the Company has incorporated an LLP namely "Fangdi Land Developers LLP" in partnership with reputed M/s Pacifica Developers Pvt. Ltd. The LLP proposes to develop plotting schemes, housing and infrastructure project.

Your Company foresees to expand its leasing activities to ensure steady cash flow and planning is under process to offer some immovable properties and land on long term lease to reputed corporates.

DIVIDEND :

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 10th September, 2012.

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

SUBSIDIARIES :

Your Company has in joint venture with M/s Progetto Consultants India Pvt. Ltd incorporated a subsidiary Company namely "Progetto Soluzioni Pvt. Ltd" vide Certificate of Incorporation dated 11th July, 2012. The joint venture company proposes to render project management consultancy services to the real estate and infrastructure projects in the industry.

ISO 9001:2008 :

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008. Company is striving to maintain its commitment to customer's expectations for quality work and adherence of time schedule and safety at work sites.

HUMAN RESOURCE MANAGEMENT :

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975, as amended.

DIRECTORS :

Pursuant to Section 256 of the Companies Act, 1956, Shri Akhilesh C. Mehta, Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re- appointment.

AUDITORS :

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to re- appoint the auditors to hold office until the conclusion of the next Annual General Meeting.

AUDITOR'S OBSERVATIONS :

Observations of the Auditors in their report together with the Notes to financial statements on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R.S. Sharma & Associates, Practicing Company Secretary, Ahmedabad, in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT :

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

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

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

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 :

Details of foreign exchange earning and outgo form part of the notes to the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1998.

INSURANCE :

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts and upto the date of the report, which may substantially affect the financial performance or financial statements of the Company.

AUDIT COMMITTEE :

The audit Committee constituted in accordance with Clause 49 of the Listing Agreement, reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE :

Your Company has in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtained compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES :

Equity shares of your Company are presently listed at Bombay Stock Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2012-13 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Company's shares are under 'Compulsory Demat'. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar & Share Transfer Agent to undertake transfer of physical transfers of share certificates besides acting as electronic registrar.

Your Company proposes to enlist the equity shares on the premium National Stock Exchange of India Limited (NSE) and application thereof is in process.

ACKNOWLEDGEMENT :

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For and on Behalf of the Board of Directors

Place: Ahmedabad Manoj B. Vadodaria

Date: 7th August, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors of your company are pleased to present the 21th Annual Report to the Members with the audited financial statements for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

The performance of the Company for the financial year 2010- 2011 are as under:

(Rs.in Lacs)

Particulars For the year ended For the year ended 31st March 2011 31st March 2010

Total Income 9,109.03 6,996.99

Less: Total Expenditure 6,859.57 4,930.66

Profit Before Interest, Depreciation & Tax 2 243.46 2 066.33

Less: Interest and Finance Charges 448.57 404.85

Less; Depreciation 72.21 65.42 Profit Before Taxation 1728.68 1596.06

Less: Provision for income Tax/ Wealth tax 323.90 269.43

less: Deferred Ten (Assets /Liabilities (23.99) (12.99)

Less: MAT order available for set off 79.59 60.70

Less : Prior period expenses 1.64 0.18

Net profit 1347.54 1374.16

Add:-Balance brought forward from previous year 1562.44 633.69

Profit available for appropriation 2909.98 2007.85

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 47.89 50.18

Surplus carried to

Balance Sheet 2466.86 1562,44

Paid up Share Capital 2952.26 1232.26

Share Capital suspense - 1720.00

Reserves [Excluding

Revaluation Reserve] 5369.96 4365.55

Net Worth 8322.22 7317.81

2 REVIEW OF OPERATIONS:

During the year under review your Company has completed some of the projects on hand and has made considerable progress on some other projects. Land mark achievement was completion or BRTS Bus Shelter project on three routes under Phase-1 In Ahmedabad City. By execution of (his project your Company has got Remarkable recognition and appreciation in executing the urban infrastructure Development Projects of Govt/ Local Authority Similarly work on other Infrastructure projects like RJD Textile Park is in progress as per as schedule.

Asmaakam Phase-2. which was under construction last year, has been completed and members have been given possession of their Flats. Other residential flats schemes of the company like ANVAYAA and ANAAHATA and Scheme in joint venture 'ANANYA' have also shown considerable progress during the year.

3 EXPANSION Plans:

considering the recent slow pace of growth in Construction industry, your company; has adopted GO SLOW' approach. However, process of land acquisition and process or approval of plans is taking place. Keeping the industry outlook in mind, the company may consider launching new residential flats schemes.

Under infrastructure activity, the company has put bid for the tenders for the construction of BRTS bus Shelters on two routes under Phase 2 of BRTS project.

4 DIVIDEND:

The Directors have recommended payment of dividend of Rs,0.10 per equity share of re.1 each i.e I0 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members whose name appears in the register of members as on 5th September. 2011.

5 CHANGES IN SHARE CAPITAL

During the year under review your Company had made allotment of 172000000 equity shares of Re. 1/- each at a premium of Rs. 1.20/- per-share on 24th July, 2010 to the shareholders of Pearl Stock holdings pvt. Ltd [PSHPL] pursuant to the scheme of amalgamation of PSHPL with Nil Consequently the paid up equity share capital of the Company Stood increased 10 Re, 29 52 25 200/- comprising of 29 52 26 200 equity shares of Re.1 each.

6 PUBLIC DEPOSITS;

During the year under review, your Company has not accepted / renewed any deposits covered under live provisions of Section 5SA of the Companies ACT 1956.

7 SUBSIDIARIES:

Presently there is no subsidiary company of your Company.

8 IS0 9001:20O8:

Your Company has maintained its Quality Management System to the international Standards of ISO 9001:2008. Your Company is striving to maintain its commitment to customer's expectations for quality work and adherence of time schedule and safety at work sites.

9 HUMAN RESOURCE MANAGEMENT;

Employees arc vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance- Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

10 EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies Particulars of Employees Rules, 1975, as amended.

11 DIRECTORS:

During the year Shri Shyarnal S. Joshi has been appointed as Director of the Company. Pursuant to Section 256 of the Companies Act, 1056.Shri Dilip D. Patel, Director or the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

12 AUDITORS:

The present Auditor M/s O.p.Bhandan & Co, Chartered Accountants, Ahmedabed relines at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment, The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 {1B) of the Companies Act, 1956. The members are requested to reappoint the auditors to held office until the conclusion or the next Annual General Meeting,

13 AUDITOR' s OBSERVATIONS;

Observations of the Auditors In (heir report together with the notes on accounts are serf explanatory and therefore. in the opinion of Directors, do not call for any Further explanation.

14 MANAGEMENT DISCUSSION ANALYSIS.-

As required by try Clause 49 of the Listing, Agreement with the stock Exchange, a Management Discussion and Analysis Report is appended to this report.

15 CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report or Corporate Governance is appended together with Certificate on Corporate Governance by M/e 0. P. Bhandari &. Co. Chartered Accountants, Ahmedabad.

AS part of the good Corporate Governance practices, your Company has obtained a Secretarial Audit Report from m/s R, S. Sharme & Associates. Practicing Company Secretaries, Ahmedabad. in respect of compliance of all rules, regulations,, under the various applicable provisions of the Companies Ad, 1556 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the Said report is appended to this report.

16 DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

a} That in the preparation of the annual accounts, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and Fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company For that period.

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

d) That they have prepared the annual accounts on a going concern basis.

17. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES {DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS RULES, 1988:

Considering the business of the company, the provisions OF Clause (C) or sub-Clause 217 or the Companies Act. 1956 relating to disclosure of particulars of energy conservation, technology absorption, and foreign exchange earnings and outgo read with (he Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988. are not applicable.

18. MATERIAL CHANGES:

No material changes have taken place since (he closure of the financial accounts upto the date or the report, which may substantially affect the financial performance, or financial statements of the Company.

19. AUDIT COMMITTEE:

The Audit Committee constituted In accordance with Clause 49 of the Listing Agreement reviewed the internal control system, scope or internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Director of the Company.

20. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Stakeholders. Banks, Valued Clients, Suppliers, Business Associates and Employees of the Company for their continued support and confidence. Your Directors' also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well,

For & on Behalf of the Board of Directors

Place:Ahmedabad Manoj B.Vadodaria

Date :06th August 2011 Chairman

Managing Director


Mar 31, 2010

The Directors of your Company are pleased to present the 20th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The performance of the Company for the financial year 2009-10 including the effect of amalgamation of erstwhile Pearl Stockholdings Pvt Ltd with your company w.e.f the appointed date i.e 1st April, 2009 are as under:

(Rs in Lacs)

Particulars For the year ended For the year ended

31/03/2010 31/03/2009

Total Income 6 996.99 4 643.37

Less: Total Expenditure 4 930.66 3 995.02

Profit Before Interest, Depreciation & Tax 2 066.33 648.35

Less: Interest and finance charges 404.85 199.32

Less: Depreciation 65.42 10.74

Profit Before Taxation 1 596.06 438.29

Less: Provision for IT/FBT/Wealth Tax 269.46 149.68

Less: Deferred Tax Liabilities/(Assets) 12.99 8.89

Add: MAT credit available for set off 60.70 --- Add: Excess Provision Written Back 0.03 4.45

Less : Prior period expenses 0.18 3.08

Net Profit 1374.16 281.09

Add : Balance Brought Forward from previous year 633 .69 352.60

Profit available for appropriation 2 007.85 633.69

Less : Transfer to General Reserve 100.00 ---

Less : Proposed Dividend 295.23 ---

Less : Dividend Distribution Tax 50.18 ---

Surplus carried to Balance Sheet 1 562.44 633.69 Paid-up Share Capital 1 232.26 1 232.26

Share Capital Suspense 1 720.00 ---

Reserves [Excluding Revaluation Reserves 4 365.55 1 272.37

Net Worth 7 317.81 2 504.63

2. REVIEW OF OPERATIONS:

The Company carries on its business primarily of real estate, construction of residential flats and infrastructure development.

During the year under review your Company has completed Phase-I of residential flats scheme- ASMAAKAM, obtained Building Use (BU) permission and started possession of flats to owners. Phase-II of the scheme has also shown considerable progress.

Under infrastructure activity, Company has completed 34 Nos BRTS Bus Shelters and progress of work on remaining Bus Shelters and BRTS Railing project is satisfactory. Similarly work on other infrastructure projects like RJD Textile Park, Surat and Rajkot Utility Services is in progress as per schedule. Your Company got recognition in execution of public utility projects after taking up of the above said Projects. During the year the Company has also successfully executed the projects for erection of 150 Nos. AMTS Bus Shelters.

3. EXPANSION PLANS:

Encouraged by the progress and customers response in the scheme-ASMAAKAM and considering overall growth scenario in real estate sector, your Company has decided to launch two new residential flats schemes of 3BHK/2BHK comprising of 44 flats in each scheme. Further the Company is in the process of acquiring land for development of few more residential flats schemes. The Company is also entering into development of residential flats in joint venture with other groups.

Under the infrastructure activity, the Company may bid for the tenders for development of foot overbridges, sports complexes, road construction activities etc.

4. DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Re. 1 each i.e 10 % of paid up share capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members whose name appears in the Register of Members as on 20th September, 2010.

5. AMALGAMATION:

The scheme of amalgamation of Pearl Stockholdings Pvt Ltd [PSHPL] [Transferor Company] with your Company, Nila Infrastructures Ltd [Transferee Company] w.e.f the appointed date viz. 1st April, 2009 was sanctioned by Honble High Court of Gujarat at Ahmedabad on 29th June, 2010.

The amalgamation would result in synergy of business through optimum utilization of resources, achievement of economies of scale, efficient control system and reduction in operative costs shall lead to maximization of profits of amalgamated company.

Consequent upon the sanction of the scheme, the copy of the order dated 29th June, 2010 of the Honble High Court was filed by the respective companies with the Registrar of Companies on 19th July, 2010 and from the said date being the effective date the Transferor Company is stood merged with your Company. As per the exchange ratio provided in the sanctioned scheme, the shareholders of Pearl Stockholdings Pvt Ltd as on 24th July, 2010 being the record date fixed by your Company would be allotted shares by Nila Infrastructures Ltd.

6. CHANGES IN SHARE CAPITAL:

In terms of the scheme of amalgamation the authorized share capital of the Transferor Company stood merged/clubbed with the authorized capital of your Company and increased to Rs. 35 00 00 000 and on allotment of shares to the shareholders of the Transferor Company the paid up capital of your Company would increase from Rs. 12 32 26 200 to Rs. 29 52 26 200.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

8. SUBSIDIARIES:

Presently there is no subsidiary company of Nila Infrastructures Ltd .

9. ENTER INTO LIMITED LIABILITY PARTNERSHIPS

During the year under review, your Company has entered into two Limited Liability Partnership agreements under Limited Liability Partnership Act, 2009 for the development and construction of residential, commercial, residential cum commercial projects.

10. ISO 9001:2008

Your Company has upgraded its Quality Management System to the international standards from ISO 9001:2000 to ISO 9001:2008. Your Company is striving to maintain its commitment to customers expectations for quality work and adherence of time schedule and safety at work sites.

11. HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company has created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

12. EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975,as amended.

13. DIRECTORS:

During the year under review, Smt. Nila M. Vadodaria and Mr. Yagnesh D. Vyas had resigned from the office of the Directorship due to their busy schedule and other engagements. The Company appreciates and puts on record their valuable contribution in the growth of the Company.

During the year, Shri Kiran B. Vadodaria, Shri Dilip D. Patel and Shri Akhilesh C. Mehta have been appointed as Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956, Shri Hiren G. Pandit, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

14. AUDITORS:

The present Auditors, O. P. Bhandari & Co, Chartered Accountants. Ahmedabad retire at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received certificate from them that their appointment if approved by the shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the Auditors to hold office until the conclusion of the next Annual General Meeting.

15. AUDITORS OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

17. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Compliance of Corporate Governance by O. P. Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R. S. Sharma & Associates, Practicing Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with the Bombay Stock Exchange. A copy of the said certificate is appended to this Report.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm:

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

(b) That they have selected such accounting policies

and applied them consistently and made judgements 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 and loss of the Company for that period.

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

(d) That they have prepared the annual accounts on a going concern basis.

19. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The provisions of Section 217 of the Companies Act, 1956 relating to disclosure of particulars of energy conservation, technology absorption, and foreign exchange earnings and outgo read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are-NIL.

20. INSURANCE:

All the existing properties of the Company are adequately insured.

21. ACKNOWLEDGMENT:

Your Directors place on record their gratitude to the Shareholders, Banks, Valued Clients, Suppliers and Business Associates and Employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward to their continued support in future as well.

For & on Behalf of the

Board of Directors

Place : Ahmedabad Manoj B. Vadodaria

Date : 25th August, 2010 Chairman & Managing Director


Mar 31, 2009

The Directors take pleasure in presenting their report on the business and operations of the Company along with the Nineteenth Annual Report to the Members with the audited financial statements for the year ended 31st March. 2009.

I. FINANCIAL RESULTS:

The performance of the Company for the financial year 2008-09 is summarized below:

(Rs in Lacs)

Particulars For the year ended For the year ended

31/03/2009 31/03/2008

Total Income [After increase/ (decrease) in stock-in-trade] 4 415.29 2 565.64

Less: Total Expenditure 3 766.94 2 182.76

Profit Before Interest, Depreciation & Tax 648.35 382.88

Less: Interest and finance charges 199.31 49.80

Less: Depreciation 10.75 13.61

Profit Before Taxation 438.29 319.47

Less: Provision for IT/FBT/ Wealth Tax 149.68 122.22

Add: Deferred Tax Assets/ (Liabilities) (8.89) 0.47

Add: Excess Provision Written Back 4.45 9.37

Less: Prior period expenses 3.08 0.00

Net Profit 281.09 207.09

Paid-up Share Capital 1232.26 1232.26

Reserves [Excluding Revaluation Reserves] 1272.37 991.29

2. REVIEW OF OPERATIONS:

Your Company carries on its business primarily of real estate and infrastructure development. During the year the Company achieved a consolidated total income of Rs. 4643.37 Lacs and earned operating profit of Rs. 648.35 Lacs for the year ended on 31st March, 2009 as against Rs. 1071.79 Lacs and Rs. 382.88 Lacs respectively in the previous year. Profit Before Tax increased to Rs. 438.29 Lacs from Rs. 319.47 Lacs in the previous year registering a growth of 37.19%.

3. EXPANSION PLANS:

Your Company has taken projects for construction of residential scheme after a span of fourteen years and encouraged by the overwhelming response, your company proposes to take similar projects in the near future for middle / lower income group segment. Similarly your company has established reputation with local authorities for development of infrastructure projects through quality constructions at lowest cost and for maintaining time schedule. We expect to get more infrastructure development work from local authorities and private parties in near future

4. DIVIDEND:

Directors of your Company are of the opinion that for building up the sound and strong economic base of the Company and in order to conserve the resources, it will be not possible to recommend any dividend for the current year.

5. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

6. SUBSIDIARIES:

Presently there is no subsidiary company of Nila Infrastructures Ltd.

7. ISO 9001:2000

Your Company is striving to maintain its commitment to customers expectations for quality work and adherence of time schedule and safety at work sites. Company has upgraded its Quality Management System to the international standards as per ISO 9001:2000.

8. HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees

9. EMPLOYEES:

There was no employee durjng the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, Smt. Nila M. Vadodaria, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer herself for reappointment.

11I. PROJECTS ON HAND:

11.1 Residential project "Asmaakam"

Your Company is constructing a residential flats project "ASMAAKAM" at Vejalpur, Ahmedabad. The project consists of 325 Flats of 2BHK.

11.2 BRTS - Bus Shelters

Your company has been awarded a project for

development of 28 Nos. of bus shelters on BRTS stretch along the RTO to Pirana Route in Ahmedabad by the AMC. The AMC has further awarded 40 Nos. of bus shelters at various locations on the Ahmedabad BRTS Corridor.

12. AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible for re-appointment.

The Company has received a certificate from them that their appointment if approved by shareholders, would be within the ceiling prescribed under section 224 (I B) of the Companies Act, 1956. The members are requested to appoint the auditors to hold office until the conclusion of the next Annual General Meeting.

13. AUDITORS OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

15. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O. P. Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Compliance Certificate from M/s R. S. Sharma &

Associates, Practicing Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. However during the year the Company has changed its accounting policy of providing depreciation from reducing balance method to straight line method. The details of financials due to this change are given in note no 2 of notes forming part of accounts.

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provsions of the Act for safeguarding the asses of the Company for preventing and detecting fraud and other irregularities.

(d) That they have prepared the annual account- on a going concern basis.

17. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The particulars as prescribed under section 217( I )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-"A" annexed hereunder and forms part of this report.

18. INSURANCE:

All the existing properties of the Company are adequately insured

19. MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of report, which may substantially affect the financial performance or the statement of the Company.

ACKNOWLEDGMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For & on Behalf of the Board of Directors

Place : Ahmedabad Manoj B.Vadodaria

Date : 25th April, 2009 Chairman & Managing Director



 
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