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Directors Report of Prime Property Development Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2015.

1. Financial Results:

Particulars ( Rs. In lacs) 2014-2015 2013 - 2014

Business & Other Income 2,849.61 731.06

Profit / (Loss) before Interest, Depreciation & Tax 814.64 334.67

Less:

a. Interest - 51.91

b. Depreciation 15.16 27.30

Profit / (Loss) before tax 799.48 255.44

Less: Provision for Tax:

a. Current Year 387.45 51.23

b. Deferred Tax (1.84) (255.45)

c. MAT Credit Entitlement - 35.86

d. Short / Excess for earlier years 3.55 32.76

Profit / (Loss) for the Period 410.32 391.04

Balance brought forward from the previous year 5,595.11 5,204.07

Less: Opening Adjustment in Depreciation 6.86

Amount available for Appropriation 5,998.57 5,595.11

Appropriations:

- Dividend 169.71 -

- Corporate Dividend Tax 34.75 -

- Transferred to General Reserve - -

- Surplus carried to Balance Sheet 5,794.11 5,595.11

Total 5,794.11 5,595.11

Your Company, during the current period ended on 31st March, 2015 has earned income of Rs. 2,849.61 lacs and Profit before Tax of Rs. 799.48 lacs as compared to Rs. 731.06 lacs and Rs. 255.45 lacs, respectively, in the previous year.

2. Dividend:

Your Directors are pleased to recommend for your approval a dividend @ 20% i.e Re. 1(One) /- per equity share of face value of Rs. 5/- for the financial year 2014-15.

3. Brief description of the Company's working during the year/State of Company's affair:

- Current Year's Operation:

Your Company's Vile Parle, West Project is ready for sale. During the year the Company has sold a few units at Prime Business Park, Vile Parle and earned an income of Rs.2,517 lacs as compared to Rs.501 Lacs in the previous year.

- Future Prospects:

The management is taking efforts to acquire projects and grab the opportunities which fall within the description and preferred area of work of the Company. Also, the management is working towards selling the remaining units at Prime Business Park, Vile Parle. Meanwhile, the surplus received has been invested for the benefit of the Company. Future prospects of the Company would be closely linked to any success in this regard at an early date.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company does not have an internal Audit Department, but has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

5. Details of Subsidiary Companies and the details pertaining to its Performance and financial position:

M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime Property Development Corporation Limited. The operations of Subsidiary Company continues to be suspended pending renovation of the hotel with modern and improved amenities. It has applied for necessary statutory approvals from the authorities for modernization and enhanced capacity and is still awaiting clearance thereof.

6. Deposits:

Your Company has not accepted any deposits from the public, during the year under review.

7. Statutory Auditors:

M/s. Vora & Associates, Chartered Accountants, Firm Registration No. 111612W, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 139 of the Companies Act, 2013.

The Company has obtained a Certificate from M/s. Vora & Associates to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

8. Auditors' Report:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

9. Share Capital:

During the year the Company has Bought Back and extinguished 30,28,920 fully paid-up Equity Shares of Rs. 5/- each @ Rs. 19.50/-, amount- ing to Rs. 5,90,63,940/- from the shareholders, through tender offer.

During the year 2014-2015, the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

10. Extract of the annual return:

The extract of the annual return in Form No. MGT - 9 has been included.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.

12. Corporate Social Responsibility (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: www.ppdcl.com.

Company has earmarked a budget of Rs. 7.35 lakhs being 2% of average net profits of 3 years, but could disburse only Rs. 1.88 lakhs, leaving an unspent amount of Rs. 5.47 Lakhs. This was since a donee on whose account the donation was approved and allocated, could not take the fund by the end of the financial year.

The Annual Report on CSR activities is annexed herewith.

13. Directors:

A) Changes in Directors and Key Managerial Personnel

In terms of Section 152 (6) of the Companies Act, 2013, Mr. Vishal P Soni, Whole-Time Director (DIN : 00006497) retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

Terms of Appointment of Mr. Yadavrao C Pawar, Independent Director,(DIN: 00068736) expires at the conclusion of this Annual General Meet- ing, and being eligible for appointment for a further term has offered himself for re-appointment. The Board recommends his re-appointment. Terms of Appointment of Mr. Ishwarchand G Shah, Independent Director,(DIN: 02512385) expires at the conclusion of this Annual General Meeting, and being eligible for appointment for a further term has offered himself for re-appointment. The Board recommends his re-appointment.

Mr. Satendrakumar C. Bhatnagar, Independent Director, (DIN: 02230233) whose term expires at the conclusion of this Annual General Meet- ing, has indicated his inability to continue on the Board. The Board of Directors wish to place their appreciation for the valuable contribution made by him during his tenure as a Director.

As per Section 149 of Companies Act, 2013 and rules made there under and as per listing agreement, the Company is required to appoint a Woman Director on the Board of the Company. During the year 2014-2015, Ms. Hiral R Vora (DIN: 07134962) was appointed as an Additional Director in the category of woman Director who shall hold office till the ensuing Annual general Meeting. The proposal regarding her ap- pointment as Independent Director has been placed for your approval. The Board recommends her appointment.

B) Declaration by an Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of inde- pendence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

C) Annual Evaluation of the Board Members

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

D) Familaristion of Independent Directors

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.ppdcl.com/policies.html

14. Number of meetings of the Board of Directors

The Board of Directors during the year 2014-15 met four times on 14th May, 2014, 14th August, 2014, 14th November, 2014, 3rd February, 2015.

For further details, please refer to Report on Corporate Governance appearing in this Annual Report.

15. Details of establishment of vigil mechanism for directors and employees:

The Company has put in place Vigil Mechanism for Directors and Employees of the Company.

16. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director:

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive

Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act. The Remuneration policy is made available on the website of the company at the link: www.ppdcl.com/policies.html

17. Particulars of loans, guarantees or investments under section 186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

18. Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed.

Further, policy on dealing with Related Party Transactions is disclosed on the website of the Company at the link http://www.ppdcl.com/ policies.html

19. Managerial Remuneration:

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are annexed herewith.

B) There is no Employee who is in receipt of more than Rs. 5,00,000 PM. or Rs. 60,00,000 per financial year under section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial 2014-15.

C) Commission to Chairman

The Board has recommended payment of Rs. 44,50,000/- as commission to the Chairman for his services to the Company, subject to the approval of members.

20. Secretarial Audit Report:

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2014-15 and the report is annexed herewith.

The Auditors of the Company have not raised any queries or made any Qualifications with respect to Secretarial Audit conducted by them.

21. Risk management policy:

The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to com- pany's policies, safeguarding of its Assets, Prevention and detection of Frauds and Errors, etc.

22. Directors' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is confirmed that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relat ing to material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

(f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Corporate Governance And Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

24. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

25. Acknowledgements:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai Padamshi L. Soni Date: 14th August, 2015 Chairman Din:00006463






Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 22nd Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2014.

A. Financial Results:

Particulars (Rs. In lacs) 2013-2014 2012-2013

Business & Other Income 731.06 10,364.59

Profit / (Loss) before Interest, 334.67 1,782.96 Depreciation & Tax

Less:

a. Interest 51.91 275.31

b. Depreciation 27.30 33.89

Profit / (Loss) before tax 255.44 1,473.79

Less: Provision for Tax:

a. Current Year 51.23 310.32

b. Deferred Tax (255.45) 245.63

c. MAT Credit Entitlement 35.86 (60.34)

d. Short / Excess for earlier years 32.76 8.47

Profit / (Loss) for the Period 391.04 969.71

B. Dividend:

In view of meagre profit during the year, the Company does not propose to pay any dividend

C. Current Year''s Operation:

Company''s Vile Parle (West) project was practically complete during the year and partial occupation certificate was obtained. One of the units in the project was sold during the year and sale proceeds are reflected in the books. Your Company has earned a net profit of Rs. 391.04 lacs as compared to Rs. 969.71 lacs in the previous year.

D. Future Prospects:

Due to ambiguous position in the real estate scenario in Mumbai & particularly due to non availability of suitable projects in the preferred area of operation of your Company at the right price, the management has been hesitant in taking up new ventures. As such, the Company has on its hands only Prime Business Park project at Vile Parle (w), which is now ready for sale. A few more units in the project have already been contracted for sale, which however would be reflected in the books for the year 2014-2015.

E. 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:

- In the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and there has been no material departure.

- The Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that were reasonable and prudent to main tain the matching revenue concept, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for that period.

- The Directors have taken proper and sufficient care to the best of their knowledge and ability for the main tenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

- The Annual Accounts for the financial year ended March 31, 2014, is prepared on a ''going concern'' basis.

F. Directors:

Shri. Manish Soni retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for reappointment. The Board recommends his re-appointment.

Resignation of Shri Alok Chowdhury from the Directorship was accepted by the Board of Directors w.e.f. 15.08.2014.

Shri Alok Chowdhury would continue to operate as CEO. Your Directors wish to place their appreciation for the valuable contribution made by him during his tenure as a Director.

Mr. K.Nalinakshan, an Independent Director, will cease to be a director w.e.f.27.09.2014. Your Directors wish to place their appreciation for the valuable contribution made by him during his tenure as a Director.

It is proposed that Mr Satendra Bhatnagar,Mr Yadavrao Pawar and Mr.Ishwarchand Shah, Independent Directors, are re-appointed by virtue of section 149,152 and other applicable provisions of Companies Act,2013 for a period of upto the conclusion of 23rd Annual General Meeting and they would not be required to retire by rotation. The Board recommends their re-appointment.

G. Subsidiary:

The operations of Subsidiary Company continues to be suspended pending renovation of the hotel with modern and improved amenities. It has applied for necessary statutory approvals from the authorities for modernization and enhanced capacity and is still awaiting clearance thereof.

H. Fixed Deposits:

Your Company has not accepted any deposits from the public, during the year under review.

I. Buyback of equity shares:

During the financial year 2014-2015 your Company has bought back 30,28,920 equity shares through tender offer route from its shareholders. Post buyback paid up equity share capital of the Company now stands reduced to 1,69,71,080equity shares of Rs. 5/- each, from erstwhile 2,00,00,000 equity shares. This will also optimise returns and enhance overall shareholders value. J. Corporate Governance:

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in clause 49 of Listing Agreement with the Stock Exchange is annexed thereto.

K. Disclosure of Particulars:

(1)Material Changes after the Date of Balance Sheet:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, save as mentioned elsewhere in the Report there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

(2)Particulars Under Section 217 (1) (e) Of The Companies Act, 1956:

Additional information required under the provisions of the above Section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding a) Conservation of Energy and b) Technology Absorption, are not applicable, as the Company is not carrying out any manufacturing operation.

(3) Particulars of Employees:

There are no employees in receipt of remuneration exceeding the limit prescribed under the provisions of Section 217 (2A) of the Companies Act 1956 and rules framed there-under read with the Companies (Particulars of Employees) Rules, 1975.

L. Auditor''s Report:

The observations of the Auditors in their Report have been dealt with in the Notes forming part of the accounts and other statements which are self-explanatory and does not require any further clarifications by the Board.

M. Auditors:

M/s. Vora & Associates, Chartered Accountants, Firm Registration No. 111612W, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit specified under section 139 and 141 of the Companies Act, 2013.

N. Acknowledgement:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Authorities and all stake holders, customers and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Directors Sd/- Place: Mumbai P. L. Soni Date:14th August,2014 Chairman (DIN :00006463)


Mar 31, 2013

To The Members of Prime Property Development Corporation Limited

The Directors have pleasure in presenting the 21st Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2013.

A. Financial Results:

(Rs.In lacs) Particulars 2012 – 2013 2011 – 2012

Business & Other Income 10,364.59 6.82

Profit / (Loss) before Interest, Depreciation & Tax 1,782.96 (174.75)

Less:

a. Interest 275.31 198.09

b. Depreciation

33.89 43.10

Profit / (Loss) before tax 1,473.79 (415.94)

Less: Provision for Tax: 310.32 0.28

a. Current Year

b. Deferred Tax 245.63 (137.80)

c. MAT Credit Entitlement (60.34) Nil

d. Short / Excess for earlier years 8.47 (20.33)

Profit / (Loss) for the Period 969.71 (258.09)

B. Dividend:

Your Directors are pleased to recommend a dividend of 20% on the equity shares, i.e. Rs.1 per equity share of Rs. 5/- each, for the financial year ended 31.03.2013.

C. Current Year''s Operation:

During the first quarter of 2012-2013, Prime Mall, Pune was sold and the Company has earned a net profit of Rs.969.71 lacs in the current year, as against the net loss of Rs.258.09 lacs in the previous year. Company''s project at Vile Parle(W) is in an advanced stage of completion and is expected to be completed by the 2nd quarter of 2013-2014 .

D. Future Prospects:

The Vile Parle Project of your Company is almost complete & negotiations for its sale are taking place in right earnest. We hope that the sale will be realized in 2013-2014 & the project would bring in reasonable returns.Your Company is also in the lookout for suitable projects.

E. 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:

- In the preparation of the Annual Accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed and there has been no material departure.

- The Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that were reasonable and prudent to maintain the matching revenue concept, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the profit of the Company for that period.

- The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

- The Annual Accounts for the financial year ended March 31, 2013, is prepared on a ‘going concern'' basis.

F. Directors:

Shri Yadavrao C. Pawar, Independent Director, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Shri Alok Chowdhury, Whole time Director & CEO, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

G. Subsidiary:

The operations of Subsidiary Company is temporarily suspended pending renovation of the hotel with modern and improved amenities. It has applied for necessary statutory approvals from the authorities for modernization and enhanced capacity and is awaiting clearance thereof.

H. Fixed Deposits:

Your Company has not accepted any deposits from the public, during the year under review.

I. Corporate Governance:

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in clause 49 of Listing Agreement with the Stock Exchange is annexed thereto.

J. Disclosure of Particulars:

(1) Material Changes after the Date of Balance Sheet:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, save as mentioned elsewhere in the Report there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year to which the Balance Sheet relates and the date of this Report.

(2) Particulars Under Section 217(1)(e) Of The Companies Act, 1956:

Additional information required under the provisions of the above Section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding a) Conservation of Energy and b) Technology Absorption, are not applicable, as the Company is not carrying out any manufacturing operation.

c) Foreign Exchange Earnings and Outgo:

Particulars As on 31.03.2013 As on 31.03.2012

a) Earnings in foreign exchange Nil Nil

b) Expenditure / outgo in foreign exchange (Travelling) 346,708 Nil

(3) Particulars of Employees:

As required, pursuant to provisions of Section 217 (2A) of the Companies Act 1956 and rules framed there- under read with the Companies (Particulars of Employees) Rules, 1975, details is as follows; The Company on recommendation of Remuneration Committee held on May 25, 2013 proposed to pay a performance commission of Rs. 10,500,000/- to Shri P. L. Soni, the Chairman of the Company. The detail is as below:

Name of the Recipient Shri. P. L. Soni Gross Commission Rs. 10,500,000/- Nature of Duties Chairman

Qualification & Experience Graduate, 35 years of Experience

Age 65 years

K. Auditor''s Report:

The observations of the Auditors in their Report have been dealt with in the Notes forming part of the accounts and other statements which are self-explanatory and does not require any further clarifications by the Board.

L. Auditors:

M/s. Vora & Associates, Chartered Accountants, Firm Registration No. 111612W, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit specified under section 224(1B) of the Companies Act, 1956.

M. Acknowledgement:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Authorities and all stake holders, customers and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company. For and on behalf of the Board of Directors

Place: Mumbai P. L. Soni

Date: 25th May, 2013 Chairman


Mar 31, 2012

To The Members of Prime Property Development Corporation Limited

The Directors have pleasure in presenting the 20th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2012.

A. Financial Results:

(Rs. In lacs)

Particulars 2011 -2012 2010-2011

Business & Other Income 6.82 (10.07)

Profit / (Loss) before Interest, Depreciation & Tax (174.75) (243.54)

Less:

a. Interest 198.09 165.41

b. Depreciation 43.10 54.85

Profit / (Loss) before tax (415.94) (463.80)

Less: Provision for Tax:

a. Current Year 0.28 0.30

b. Deferred Tax (137.80) (150.55)

Profit / (Loss) for the Period (278.42) (313.55)

B. Dividend:

Even though there is no profit this year, your Directors are pleased to recommend a dividend, to maintain consistency, out of reserves and surplus, of 10% on the equity shares, i.e. Rs.0.50 per equity share of Rs. 5/- each, for the financial year ended 31.03.2012.

C. Current Year's Operation:

During the second quarter of 2011-2012,when the construction of Pune Mall was in an advanced stage, it was noticed that the authorities had unilaterally put an adverse entry on the revenue records of the property under the already repealed The Urban Land (Ceiling & Regulation) Act, 1976. Being aggrieved, the Company filed a writ petition in Bombay High Court. In June 2012,the High Court gave judgement in our favour,and the authorities were ordered to remove the adverse entry from the revenue records of the property. Company's project at Vile Parle(W) has been progressing well and is expected to be completed during the year 2012-2013. As such, no sale was effected during the year 2011 -2012 and the Company has incurred a net loss of Rs. 278.42 lacs in the current year, as against the net loss of 313.55 lacs in the previous year.

D. Future Prospects:

Pune Mall project of the Company was sold in 2012-2013. Prime Business Park,Vile Parle(w) also is scheduled to be completed in 2012-2013 and will be ready for sale. Your directors are confident of much improved results in the coming year.

E. 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:

- In the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and there has been no material departure.

- The Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that were reasonable and prudent to maintain the matching revenue concept, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the Loss of the Company for that period.

- The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

1956. They confirm that there are adequate systems and controls for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

- The Annual Accounts for the financial year ended March 31, 2012, is prepared on a 'going concern' basis.

F. Directors:

Shri K. Nalinakshan, Independent Director, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Shri Vishal Soni, Whole time Director, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

G. Subsidiary:

The operations of Subsidiary Company was temporarily suspended pending renovation of the hotel with modern and improved amenities. It has applied for necessary statutory approvals from the authorities for modernization & enhanced capacity and is awaiting clearance thereof.

H. Fixed Deposits :

Your Company has not accepted any deposits from the public, during the year under review.

I. Corporate Governance :

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in clause 49 of Listing Agreement with the Stock Exchange is annexed thereto.

J. Disclosur of Particulars :

(1) Material Changes after the Date of Balance Sheet:

Pursuant to provisions of Section 217(1 )(d) of the Companies Act, 1956, save as mentioned elsewhere in the Report there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

(2) Particulars Under Section 217 (1) (e) Of The Companies Act, 1956 :

Additional information required under the provisions of the above Section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding a) Conservation of Energy and b) Technology Absorption, are not applicable, as the Company is not carrying out any manufacturing operation, c) Foreign Exchange Earnings and Outgo: There is no expenditure/earnings in foreign exchange for the Current Year (Previous Year Rs. Nil)

(3) Particulars of Employees :

There are no employees in receipt of remuneration exceeding Rs.24,00,000/-, the limit prescribed under the provisions of Section 217 (2A) of the Companies Act 1956 and rules framed there-under read with the Companies (Particulars of Employees) Rules, 1975.

K. Auditor's Report:

The observations of the Auditors in their Report have been dealt with in the Notes forming part of the accounts and other statements, which are self-explanatory and does not require any further clarifications by the Board.

L. Auditors:

M/s. Vora & Associates, Chartered Accountants, Firm Registration No. 111612W, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit specified under section 224 (1B) of the Companies Act, 1956.

M. Acknowledgement:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Authorities and all stake holders, customers and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and On behalf of the Board of Directors

Place: Mumbai P. L. Soni

Date: 31 st July, 2012 Chairman


Mar 31, 2011

The Members,

Prime Property Development Corporation Limited

The Directors have pleasure in presenting the 19th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2011.

A. Financial Results :

Particulars (Rs. In lacs) (Rs. In lacs)

2010-2011 2009-2010

Business & Other Income (10.07) 2711.67

Profit / (Loss) before I (243.54) 687.89 nterest, Depreciation & Tax Less:

a. Interest 165.41 67.20

b. Depreciation 54.85 35.00

Profit / (Loss) before tax (463.80) 585.69

Less: Provision for Tax:

a. Current Year 0.30 214.50

b. Deferred Tax (150.55) (3.80)

Profit / (Loss) after tax but (313.55) 374.99 before Extraordinary items

Add: Interest Income of Prev Nil 12.56 ious year

Add: (Short)/Excess provision 3.10 9.32 for taxes and interest of earlier years

Profit / (Loss) after tax (310.45) 396.87

Proposed Dividend 100.00 150.00

Corporate Dividend Tax 16.99 25.49

Transfer to General Reserve Nil 40.00

Balance brought forward from Previous Year 5343.56 181.38

Balance carried to Balance 4916.11 5343.56 Sheet

B. Dividend :

Even though there is no profit this year, your Directors are pleased to recommend a dividend, out of reserves and surplus, of 10% on the equity shares, i.e. Rs.0.50 per equity share of Rs. 5/- each, for the financial year ended 31.03.2011, to maintain consistency.

C. Current Year's Operation :

Pune Mall project of your Company which was scheduled to be completed by this year end, got marginally delayed and is now expected to be completed by the second quarter of year 2011-2012.Consequently, the Company did not realize any sale during this year and has incurred a net loss of Rs. 310.45 lacs, as against income of Rs.2711.67 lacs and a profit of Rs.396.87lacs respectively in the previous year. For the major part of the year, real estate industry fared well, but got plagued by controversies during the latter part of the year. This adversely affected the decision making by the authorities that generally delayed many real estate proposals requiring clearance. The commercial project at Vile Parle(W),which was taken in the previous year, is now at the half stage of completion.

D. Future Prospects :

With the scheduled completion and sale of the Pune Mall Project during 2011-12 and of the Vile Parle(w) project in the subsequent year, your directors are confident of reporting much improved results in the future.

E. 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 :

- In the preparation of the Annual Accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed and there has been no material departure.

- The Directors have selected such accounting policies in consultation with statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent to maintain the matching of revenue concept, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and of the loss of the Company for that period.

- The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

- The Annual Accounts for the financial year ended March 31, 2011, is prepared on a 'going concern' basis.

F. Directors :

Shri I.G.Shah, Independent Director, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Shri Manish Soni, Whole time Director, retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

On recommendation of Remuneration Committee, the Board has re-appointed Shri. Alok Chowdhury w.e.f.01.01.2011 for the period of 3 yrs and Shri. Manish Soni and Shri. Vishal Soni w.e.f.01.08.2011 for the period of 5 yrs, subject to the approval of members in the Annual General Meeting. The brief resumes / details relating to Directors seeking re- appointment are furnished in the Annexure to the notice.

G. Subsidiary :

The operations of Subsidiary Company has been temporarily suspended pending renovation of the hotel with modern and improved amenities. The project is in pipeline and will be started as soon as the necessary formalities are over.

H. Fixed Deposits :

Your Company has not accepted any deposits from the public, during the year under review.

I. Corporate Governance :

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Company's Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in clause 49 of Listing Agreement with the Stock Exchange is annexed thereto.

J. Disclosure of Particulars :

(1) Material Changes after the Date of Balance Sheet :

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

(2) Particulars Under Section 217 (1) (e) Of The Companies Act, 1956 :

Additional information required under the provisions of the above Section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding a) Conservation of Energy and b) Technology Absorption, is not applicable, as the Company is not carrying out any manufacturing operation.

c) Foreign Exchange Earnings and Outgo:

There is no expenditure / earnings in foreign exchange for the current year (Previous year Rs. NIL)

(3) Particulars of Employees :

There are no employees in receipt of remuneration exceeding 24,00,000/-, the limit prescribed under the provisions of Section 217 (2A) of the Companies Act 1956 and rules framed there-under read with the Companies (Particulars of Employees) Rules, 1975.

K. Auditor's Report :

The observations of the Auditors in their Report have been dealt with in the Notes forming part of the accounts and other statements, which are self-explanatory.

L. Auditors :

M/s. Vora & Associates, Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limit specified under section 224 (1B) of the Companies Act, 1956.

M. Acknowledgement :

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Authorities and all stake holders, customers and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company

For and On behalf of the Board of Directors

P. L. Soni Chairman

Place : Mumbai Date : July 30, 2011



 
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