Mar 31, 2015
The Directors have pleasure in presenting their 17,hAnnuaI Report on
the business and operations of the company together with the Audited
Statement of Accounts for the year ended 3 For March. 2015.
1. FINANCIAL HIGHLIGHTS:
During the year under review: performance of your company as under:
(Rupees in Lakhs)
Year ended 31st Year ended 31st
Particulars March 2015 March 2014
Turnover 191,72 36.40
Profit/(Loss) before
taxation (52,58) 3.56
Less: Tax Expense 2.35 0.00
Profit/(Loss)
after tax (5493) 3.56
Add: Balance B/F
from the previous
year (292.71) (296.27)
Balance Profit /
(Loss) C/F to the
next year (351.86) (292.71)
2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK
During the period under review; the turnover of the Company has
increased substantially as against that of the previous year. The
financials depict the loss for the current year as against the profit
of Rs.3,56,261/- mainly due to the bad debts incurred by the Company.
Despite a long gestation period from the initial stage, the projects
were on the verge of completion but due to sluggish overall market
conditions, the clients have not made the further payments for their j
bookings. This led discrepancies in resources management which have
instigated the company to book the balance of receivables as bad debts
written off for the financial year.
However, the Company is optimistic in improving and continue to focus
on reflecting and delivering superior performance on projects
undertaken and reap profits in the coming years. The petition filed by
preference share holders for recovery of their investments is pending
before the Hon'ble High Court at Hyderabad, and the outcome is not
ascertainable.
3. CHANGES IN NATURE OF BUSINESS:
During the period under review, there is no change in the nature of
business carried out by the Company.
4. DIVIDEND.
During the FY. 2014-15. the Company has not been able to earn profits
so as to reward die shareholders. Therefore, your directors do riot
recommend any dividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
The amount to be carried forward to the Reserves is Rs. 35.186,605/-.
6. SHARE CAPITAL:
The Share Capital of your Company is Rs. 14.61.56.300 divided into
1.26,15.630 Equity shares of Rs. 10/- each with voting rights and
2.00,000 Cumulative Redeemable preference shares of Rs. 100/ - each.
During the Financial Year 2014-15. the Company has not issued and
allotted any equity shares out of the unissued share capital.
7. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act. 2013 read with
Companies (Acceptance of Deposits) Rules. 2014 during the year.
8. DIRECTORS
Your Board consists of SIX Directors including FOUR Independent non-
executive Directors. The declaration from all the independent directors
are being obtained both at the time of appointment and at the first
Board meeting of the financial year annually.
Smt KodaliVrjaya Rani, director of the Company retires by rotation in
the ensuing Annual General Meeting and being eligible offer herself for
re-appointment. Her profile forms part of the Notice. Your Board
recommends their appointment.
A. BOARD MEETINGS
During the financial year under review, your Board met SIX times and
the dates of the board meeting held are 01.04.2014. 30.05.2014.
12.08.2014. 02.09.2014, 13.11.2014 and 12.02.2015.
The details of the meetings of the Board are covered in the Clause No.
2 of the Corporate Governance Report.
B. KEY MANAGERIAL PERSONNEL (KMPs)
In compliance with the requirements of Section 203 of the Companies
Act. 201, Sri.Guduru Satyanarayana - Managing Director. Sri.Manne
Rambabu- Technical Whole Time Director. Mr M.R.Koteswara Rao - Chief
Financial Officer and Smt. Bandana Sangai. up to 30th May. 2015 and
there after Ms. Rachuri Chandana w.e.f. 1st June. 2015 - Company
Secretary and Compliance Officer were nominated as the Key Managerial
Personnel of the Company.
C INDEPENDENT DIRECTORS AND THEIR DECLARATION:
During the year under review, your Board in the Annual General Meeting
held on 29"' September. 2014 i has appointed Sri. S Ram Reddy and Sri K
Prabhakar Reddy as an independent directors of the Company to comply
with the provisions of Sections 149 of the Companies Act. 2013 which
mandates every listed Company to have at least l/3u1 of its directors
as Independent directors. The terms and conditions of the appointment
of independent directors are as per Schedule IV of the Companies Act.
2013:
All the Independent Directors have given a declaration under
sub-section (7) of Section J49 of the Companies Act. 2013 that they
meet the criteria of independence as laid down under Section 149 (6) of
the Companies Act. 2013 and Clause 49 of the Listing Agreement. During
the year under review, Independent Directors have held their meeting on
12th February. 2015. exclusively without the presence of executive
management and evaluation of Board was carried out. The terms and
conditions of appointment of independent directors is provided in "Ann
exitire- V
D BOARD EVALUATION:
Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of
the Listing Agreement, the Board has devised a policy on evaluation of
performance of Board of Directors, Committees and Individual directors.
The extract of the Policy- Evaluation of Performance of the Board, its
Committees ' and Individual Directors, are provided along with board
evaluation template in "Annexxere II" and also made available on the
website of the Company www.quantumbuild.com j
E. MANAGERIAL REMUNERATION:
The details of Remuneration paid to the Directors. KMPs and Employees
as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014 are given in Form MGT-9 forming pan of the
Directors Report and also in the Corporate Governance Report.
The Board Evaluation Policy includes Remuneration Policy as provided in
" Annexwe II" A statement on the Ratio of the remuneration of each
director to the median remuneration of the employees of the Company is
provided in "Annexwv III"
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Your directors would like to inform the members that the audited
accounts for the year ended 31st March, 2015 are in full conformity
with the requirements of the Act and they believe that the financial
statements reflect fairly-the form and substance of transactions
carried out during the year and reasonably present the Company's
financial condition and results of operation.. These financial
statements are audited by the Statutory Auditors M/s Rambabu & Co.,
Chartered Accountants.
In accordance with the provisions of Section 134(5) of the Companies
Act 2013. your directors confirm that:
a) In the preparation of the annual accounts for the financial year
ended 31st March. 2015. the applicable accounting standards had been
followed along with proper explanation relating to material departures:
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a tme and fair view of the state of affairs of
the Company as at 31st March. 2015 and of the profit/loss of the
Company for that period:
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities:
d) The directors had prepared the annual accounts on a going concern
basis:
e) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
f) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has internal financial controls which are adequate and were
operating effectively. The controls are adequate for ensuring the
orderly & efficient conduct of the business, including adherence to the
company's policies, the safe guarding of assets, the prevention and
detection of frauds and errors, the accuracy and completeness of
accounting records and timely preparation of reliable financial
information. The Company has complied with the Internal Audit
requirements, as M/s. Boppudi & Associates carried out the audit, and
their reports were placed before Audit committee. The details in
respect of internal financial control are included in the Management
Discussion and Anah sis. which forms part of this report.
11. STATUTORY AUDITORS:
Pursuant to the resolution passed by the members in their 16"' Annual
General Meeting held in 29.09.2014, have re-appointed M/s Rambabu& Co..
Chartered Accountants as the statutory Auditors of the Company to hold
the office till the conclusion of the annual general meeting of the
company to be held in the calendar year 2017 subject to ratification
even year. Accordingly, the Company has received written consent and a
certificate from them to the effect that such appointment is made
within the limits as prescribed under Section 139 of the Companies Act,
2013 read with the respective Rules. The Board recommends for
ratification for their appointment.
12. SECRETARIAL AUDIT 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 had appointed Sri. Ajay S
Shrivastava, Practicing Company Secretary. Hyderabad to undertake the
Secretarial Audit and certify the same for the Company. The
Secretarial Audit Report is provided as "Annexure IV".
13. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS/ADVERSE REMARKS IF
ANY, MADE BY STATUTORY AUDITORS AND SECRGTARIALAUDITORS IN THEIR
REPORT:
Since there are no qualification, reservation, adverse remark or
disclaimer made by the station- auditor in his report, does not call
for any further comments or explanations from the Board.
The qualifications made in the Secretarial Audit Report by the
Secretarial Auditor is regarding non-ding of the Annual Return on
Foreign Liabilities and Assets under FEMA- RBI Regulations during the
Audit Period. Your Board clarifies that the Company is making good the
default by filing the said form with the Authorities.
14. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL
During the year under review, there leas been no significant and
material orders passed by any regulators or courts or tribunal.
15. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section
197 of the Companies Act, 2013. Hence the details are NIL
16. ANTI SEXUAL HARASSMENT POLICY:
Your Company has few female employees and the majority of working
staff/ employees are scattered and mobile in nature, hence, there lies
no question of sexual harassment and neither any complaints
received/resolved or pending. Since the number of female employees is
less than 10. the company has not adopted any policy
17. RISK MANAGEMENT:
The management has put in place adequate and effective system and man
power for the purposes of risk management. In the opinion of the Board,
following are risks involved in the industry.
a. Fluctuations and uncertainty in the real estate market
b. Changing market prices, customer preferences and uncertainty in
Political judgments
c. Fund raising, managing and planning of monetary resources and
loans.
18. ESTABLISHMENT OF VIGIL MECHANISM:
Your Company has laid down Whistle Blower Policy covering Vigil
Mechanism with protective Clauses for the Whistle Blowers. The Policy
is annexed to this Report as "Annexure V". The Whistle Blower Policy is
made available on the website of the Company www.quantumbuild.com
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No transactions were entered with Related Parties as defined under
Section 2(76) of the Companies Act. 2013 and Clause 49(VII) of the
Listing Agreement during the financial year and do not attract the
provisions of Section 188 of die Companies Act, 2013. There were no
materially significant transactions with related parties in the
financial year which were in conflict with the interest of the Company
and requiring compliance of the provisions of revised Clause 49 of the
Listing Agreement. Suitable disclosure as required by the Accounting
Standards (AS-18) has been made in the notes forming part of the
Financial Statements.
Since there are no contracts or arrangements or transaction made with
related parties. No, disclosure is required to he made under Section
188(1) of the Companies Act, 2013. However the Company has adopted a
policy on Related Party Transactions which was approved by the Audit
Committee in line with the requirements of the Companies Act, 2013 and
the Listing Agreement, The policy is provided in "Annexure- VI" and
also made available in the Company s website- www. quantnmhuild. com
20, CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since your Company's net worth does not exceed Rs. 500 Crores or
Company's turnover does not exceed Rs. 1000 Crores or company's net
profit does not exceed Rs.5 Crores for the financial year, the
provisions under Section 135 of the Companies Act, 2014 read with rules
made Hereunder. are not applicable. Hence, the compliance to the
initiative of Corporate Social Responsibility is not required
21. CORPORATE GOVERNANCE:
Your Company has been constantly reassessing and benchmarking itself
with well-established Corporate Governance practices besides strictly
complying with the requirements of Clause 49 of the Listing Agreement
and applicable provisions of Companies Act. 2013.
A report on Corporate Governance covering among others details of
meetings of the Board and Committees along with a certificate for
compliance with the Clause 49 of the Listing Agreement issued by the
Practicing Company Secretary- Shri. Ajay S Shrivastava. forms part of
this Annua! Report. Your Board has in accordance with the requirements
of Companies Act. 2013 and Clause 49 of the Listing Agreement has
adopted new policies and amended existing policies such as policy on
Related Party Transaction. Code of Conduct for Directors and Senior
Management. Corporate Social Responsibility Policy and Whistle Blower
and Vigil Mechanism Policy. These policies are available on the website
of the Company and can be viewed on www.quantumbuild.com
I. AUDIT COMMITTEE
The Board lias constituted the Audit Committee. The composition,
powers, role and terms of reference of the Committee are in accordance
with the requirements mandated under Section 177 of the Companies Act,
2013 and Clause 49 of the Listing Agreement. The details of the Audit
Committee along with Meetings held during the year are covered in the
Clause 7 of the Corporate Governance Report.
II.NOMINATION AND REMUNERATION COMMITTEE
In compliance with the requirements of Section 17-S of the Companies
Act. 2013. the Nomination & remuneration Committee of your Board had
fixed various criteria for nominating a person on the Board which inter
alia include desired size and composition of the Board, age limits,
qualification / experience, areas of expertise and independence of
individual. Your Company has also adopted a Remuneration Policy,
salient features whereof is annexed to this report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Section 134(3) (m) of the Companies
Act. 2013 read with Rule 8 of the Companies (Accounts) Rules. 2014 are
provided below
CONSERVATION OF ENERGY:
1 the steps taken or impact on conservation of Your Company, being a
service provider, energy requires minimal energy consumption and every
2 the steps taken by the company for utilizing Endeavour is made to
ensure optimal use of alternate sources of energy energy, avoid
wastages and conserve energy as
3 the capital investment on energy conservation far a$ possible
equipment's
TECHNOLOGY ABSQRBTION
1 The efforts made' towards technology Since the Company is not engaged
in any absorption manufacturing, the information in connection with
technology absorption is Nil.
2 The benefits derived like product NIL improvement, cost reduction,
product development or import substitution
3 In case of imported technology (imported NIL during the last three
years reckoned from the beginning of the financial year)-
- the details of technology imported the year of import;
- whether the technology been fully absorbed
- if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
4 The expenditure incurred on Research and NIL
Development
23, DISCLOSURES
i. Particulars of loans, guarantees and investments:
The Company has not given any loan or guarantee or security or made any
investments during the financial year in terms of Section 186 of the
Companies Act, 2013
ii. Transactions with Related Parties:
No transactions were made with related parties during the year which
ail under the scope of Section 188(1) of the Act..
iii. Unclaimed Dividend: During the year under review, since no
dividend is declared, there lies no question of discisure of unclaimed
dividend.
iv. Subsidiaries & joint ventures:
The company neither has any subsidiaries nor entered into joint venture
with any Company or institution during the sear under review v.
Employee stock options & sweat equity shares:
During the year under review, the Company has not issued any Employee
Stock Options and sweat Equity shares
vi. Extract of the Annual Return:
Pursuant to the provisions of Section i34(3)(a) of the Companies Act.
2013. the extract of the Annual Return in Form MGT-9 is attached as
"Annexure VII"
24. LISTING:
The shares of your Company are Listed at BSE Ltd. Bangalore Stock
Exchange Ltd. now (De-rccognized) and Hyderabad Stock Exchange
(De-recognized). Your Company lias duly complied with all applicable
provisions of the Listing Agreement.
25. ACKNOWLEDGEMNENTS:
Your directors take this opportunity to express their graduates for the
assistance and co-operation extended by Government Authorities. Bankers
and other business associates along with our estimated Shareholders and
employees.
Place: Hyderabad For and on Behalf of the Board
Date: 12.08.2015 Sd/- Sd/-
G.Satyanarayana K. Vijaya Rani
Managing Director Director
Mar 31, 2014
Dear members,
The Directors hereby present the Sixteenth Annual Report of the
Company together with the Audited Balance Sheet and Profit and Loss
Account for the year ended 31st March 2014.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended 31st
March, 2014 is summarized below:
(Amount in Rs.)
Particulars 31.03.2014 31.03.2013
Contract Receipts 35,67,324 1,41,59,934
Other Income 73,476 -
Profit/(Loss) before 88,74,932 82,74,777
depreciation, Interest
and Income Tax(PBDIT)
Exceptional items - -
Interest and Financial Charges 81,70,843 70,23,634
Depreciation 3,47,828 4,01,546
Net Profit/(Loss) 3,56,261 8,49,597
Provision for tax 0.00 0.00
Profit after tax 3,56,261 8,49,597
2. REVIEW OF OPERATIONS:
The year under review witnessed a period of recession due to uncertain
political environment in the state. For the fiscal year ended 31st
March 2014, the total revenue was Rs.36,40,800/- as against
Rs.1,41,59,934/-in the previous year as the sale of real estate / flats
was sluggish due to various geo-political reasons. Further the
construction and real-estate industry experienced large supply of
constructed spaces over the demand in market.
The net profit also came down to Rs. 3,56,261/-from Rs.8, 49,597/-as
compared to the last year, due to low revenues and increased financial
and other expenses.
3. FUTURE OUTLOOK:
The dynamism of the infrastructure sector always lay challenges to the
company''s performance. Although, the industry has witnessed a gloomy
trend for first few years and this financial year, but indeed showed a
slight growth trend thus instilling the investors'' confidence. The
Company in this juncture conveys positivity owing to the political
transparency with regard to state hood and other developmental
activities being undertaken by the new government. The sale of held-up
projects of the Company may boost, once the Company''s is able to pump
new projects as per consumer demand.
4. DIVIDEND:
The profits are planned to be ploughed back in the business operations
and hence insufficient to be distributed as dividend. Therefore, your
Directors do not declare dividend for the current year.
5. DIRECTORS:
In accordance with the provisions of Sections 152(6)(a) of the
Companies Act, 2013 and the provisions of the Articles of Association
of the Company, Mr. Kanduri Saraswathi Kumar and Mrs. K. Vijaya Rani
Directors retires by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. The Board has
proposed to appoint Sri S. Ram Reddy and Sri. K. Prabhakar Reddy as
Independent Directors as per new Rules
6. AUDITORS:
M/s Rambabu& Co., Chartered Accountants, Statutory Auditors of the
Company retires at the ensuing sixteenth Annual General Meeting and is
eligible for re-appointment. The Auditors if reappointed shall hold
office from the conclusion of the ensuing Annual General Meeting till
the conclusion of the Seventeenth Annual General Meeting subject to
ratification at the every Annual General Meeting of the Company. The
Company has received the written consent and a certificate from them to
the effect that their appointment, if made would be within the limits
prescribed under Section 139 of the Companies Act, 2013. Board
recommends for their appointment and requests members to authorize the
Board to fix their remuneration.
7. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public or its
shareholders within the meaning of the Section 73 of the Companies Act,
2013 during the year under review.
8. DIRECTORS RESPOSIBILITY STATEMENT:
In accordance with the provisions of Sections 134(5) of the Companies
Act, 2013, your Directors state that:
i. In the preparation of the Annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. Your Directors have selected appropriate accounting policies and
applied them consistently and made judgments and estimates that are
treasonable 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 account of Company for that period.
iii. Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
your Company and for preventing and detecting any frauds and other
irregularities.
iv. Your Directors have prepared the Annual Accounts on going concern
basis for the Financial Year ended 31.03.2014 and
v. Your directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating efficiently.
vi. Your Directors have devised proper systems to ensure the
compliance with the provisions of all applicable laws and that such
systems were adequate and operating efficiently.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
a. Conservation of energy: During the year, the amount of energy
consumed by the Company was reasonable and low. Thus there is no need
for the Company to undertake any specific measures to conserve energy.
However, particulars in this regard are annexed to this report.
b. Technology absorption: The Company is mainly into construction
business and hence there was not much of any new technology absorbed.
Hence the measures or technology absorptions are NIL.
10. SUBSIDIARIES:
There are no subsidiaries to the Company as on date of the report.
11. LISTING OF SHARES :
Your Company, under Direct listing Norms of BSE Limited has made an
application for listing of its securities with Bombay Stock Exchange.
Your directors are pleased to inform the members that after due
documentation and compliances under the said norms, has received an
approval for trading of shares at BSE Limited vide letter dated 14th
August, 2014.This may instill confidence amongst the stakeholders and
the company can plan to wriggle out of the financial crisis by way of
attracting/inviting investment from institutional investors..As a
result, this signals optimism and hope for the Company''s growth and
improvement in its financial status. Moreover, the political
environment in the State has become more stable than before and the
Company anticipates better performance in the future years.
The Bangalore Stock Exchange where the shares have been listed has
informed that their operations are soon to be closed as per order of
SEBI.
12. RESEARCH AND DEVELOPMENT:
The business activity of the company is mainly construction and there
is no such requirement of Research and Development except for use of
established construction technologies.
13. CODE OF CONDUCT:
The Company has adopted a Uniform Code of Conduct for Directors and
senior Management Personnel to ensure ethical standards and further
compliance to such standards. The object of the code is to conduct the
Company''s business ethically with responsibility, integrity, fairness,
transparency and honesty.
14. INSURANCE:
The properties and assets of your company are adequately insured.
15. CORPORATE GOVERNANCE CODE:
The code of Corporate Governance promulgated by Securities & Exchange
Board of India is being implemented by your Company on a continuous
basis. The Report on Corporate Governance as per Clause 49 of the
Listing agreement is attached herewith. The Compliance Certificate on
Corporate Governance received from Statutory Auditors is also give as
an Annexure to this report.
The Management discussion and analysis for parts of this report and is
given elsewhere in the Annual Report.
16. NOMINATION & REMUNERATION COMMITTEE:
The Board has constituted Nomination & Remuneration Committee
consisting of 3 Non- executive Independent Directors. The terms of
reference of the Committee cover nomination of members to the Board,
evaluation of compensation and benefits for Executive Director(s),
Non-Executive Director(s) and looking after the issues relating to
employees remuneration.
During the financial year 2013-14 (ninemonths period ended 31.03.2014),
the Committee has not held any meeting as there were no proposals for
revision of remuneration any senior level executives of Directors.
The below table gives the composition of the Nomination & Remuneration
Committee.
S.No. Name Position
1 Mr.K.Prabhakar Reddy Chairman
2 Mr.S.Ram Reddy Member
3 Mr.K.Saraswathi Kumar Member
17. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their gratitude for the
assistance and co-operation extended by Government Authorities, Bankers
and other business associates along with our estimated shareholders and
employees.
For and on behalf of the Board of Directors
Place: Hyderabad
Date: 02.09.2014 Sd/- Sd/-
Guduru Satyanarayana Kodali Vijaya Rani
Managing Director Director
Mar 31, 2013
Dear Members,
The Directors hereby present the Fifteenth Annual Report of the
Company together with the Audited Balance Sheet and Profit and Loss
Account for the year ended 31st March 2013.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended 31st
March, 2013 is summarized below:
Amount in Rs.
Particulars 31.03.2013 31.03.2012
Contract Receipts 14,159,934 16,148,090
Profit/(Loss) before depreciation,
Interest and Income Tax (PBDIT) 8,274,777 10,021,558
Interest and Financial charges 7,023,634 8,314,436
Depreciation 401,546 415,274
Net Profit/(Loss) 849,597 1,291,848
Provision for Tax 0.00 0.00
Profit after Tax 849,597 1,291,848
2. REVIEW OF OPERATIONS:
For the fiscal year ended 31st March 2013, the revenue from operations
was Rs.1,41,59,934/- as against Rs.1,61,48,090/- in the previous year
due to slowdown in sales and prevailing local circumstances in
Hyderabad.
There has been increase in work in progress of Rs.63, 75,357/- as the
Company has continued the construction work but was unable to complete
the projects. The net profit also came down to Rs.8,49,597/- from
Rs.12,91,848/- as compared to the last year, mainly due to increased
finance cost.
3. FUTURE OUTLOOK:
The current year promises an improvement prospects over the
implementation of Company''s active projects as against the previous
year''s unsupportive market conditions. The Company with an outlook of
reducing the existing accumulated losses swifts its operations so as to
set off losses against the revenues generated from completion of the
held up projects and inventory. The Company has drawn up plans and is
in pipeline of achieving the good turnover from new residential
projects for construction and development purposes.
The company has been making best efforts for securing both long term
and working capital finance as bad market conditions of the real estate
and low offtake of flats since two years at Gajularamaram project
continues to affect the financials of the Company. The Company is also
trying to raise funds for marginalizing purposes to overcome the
fluctuations in the real estate sector. However, the Company is focused
to increase its finance besides being in the advanced level of
finalizing for direct listing of shares of the Company in to the Bombay
Stock Exchange Limited (BSE)
4. DIVIDEND
As there are accumulated losses pertaining to the previous years, and
those are being set off against current year''s profit to some extent,
your Directors do not declare dividend for the current year.
5. DIRECTORS:
In accordance with the provisions of Sections 256 of the Companies Act,
1956, and the provisions of the Articles of Association of the Company,
Mrs. K. Vijaya Rani & Sri M. Rambabu, Directors retires by rotation at
the ensuing Annual General Meeting and being eligible offers himself
for re-appointment.
6. AUDITORS:
M/s. Rambabu & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received consent from them to the
effect that their appointment, if made would be within the limits
prescribed under Section 224(1 B) of the Companies Act, 1956. Board
recommends for their appointment and requests members to authorize the
Board to fix their remuneration.
7. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public or its
shareholders within the meaning of the section 58A of the Companies
Act, 1956 during the year under review.
8. DIRECTORS RESPOSIBILITY STATEMENT:
In accordance with the provisions of Sections 271 (2AA) of the
Companies Act, 1956, your Directors state
i) That in the preparation of the Annual accounts, the applicable
accounting standards have been followed.
ii) That your 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 & loss of the Company for that period.
iii) That your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies, Act 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities.
iv) That your Directors have prepared the Annual accounts for the
financial year ended on 31st March 2013 on a going concern concept.
9. PARTICULARS OF EMPLOYEES:
During the year under review, no employees have drawn their salaries
above the limits as specified under Section 217(2A) read with the
Companies (Particulars of Employees) Rules, 1975 as amended.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
a) Conservation of energy: During the year, the amount of energy
consumed by the Company was reasonable and low. Thus there is no need
for the Company to undertake any specific measures to conserve energy.
However, particulars in this regard are NIL.
b) Technology absorption: The Company is mainly into construction
business and hence there was not much of any new technology absorbed.
Hence the measures or technology absorptions are NIL.
c) Foreign exchange Earnings & outgo : (Value in Rs.)
Value of Imports (CIF Basis) : NIL
Expenditure in Foreign currency : NIL
Earnings in Foreign Exchange : NIL
11. SUBSIDIARIES:
There are no subsidiaries to the Company as on date of the report.
12. PREFERENTIAL ISSUE:
During the year under review, the preferential issue was made pursuant
to the approval of members which was sought in the Annual General
Meeting of the Company held on 29.09.2012 for issue of Equity Shares on
conversion of 2,46,280 -13% Cumulative Redeemable Preference Shares
together with Accumulated Dividend. Accordingly, after necessary
approvals from the Bangalore Stock Exchange Limited, the Company had
issued and allotted 43,10,980 Equity shares of Rs.10/- each on
preferential basis to the Preference shareholders of the Company. The
Company had filed application to the Bangalore Stock Exchange for
admitting the fresh issue of shares to the dealings of the Exchange.
Currently, these shares are listed and traded at the Bangalore Stock
Exchange Limited.
13. RESEARCH AND DEVELOPMENT:
The business activity of the company is mainly construction and there
is no such requirement of Research and Development except for use of
established construction technologies.
14. LISTING:
The shares of your company are listed in Bangalore Stock Exchange and
Hyderabad Stock Exchange. The Hyderabad Stock exchange was
De-Recognized by SEBI. The Company has duly complied with all the
applicable provisions of the Listing agreement.
15. CODE OF CONDUCT:
The Company has adopted a Uniform Code of Conduct for Directors and
senior Management Personnel to ensure ethical standards and further
compliance to such standards. The object of the code is to conduct the
Company''s business ethically with responsibility, integrity, fairness,
transparency and honesty.
16. INSURANCE:
The properties and assets of your company are adequately insured.
17. CORPORATE GOVERNANCE CODE:
The code of Corporate Governance promulgated by Securities & Exchange
Board of India is being implemented by your Company on a continuous
basis. The Report on Corporate Governance as per Clause 49 of the
Listing agreement is attached herewith. The Compliance Certificate on
Corporate Governance received from practicing Company Secretary is also
give as an Annexure to this report.
18. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their gratitude for the
assistance and co-operation extended by Government Authorities, Bankers
and other business associates along with our estimated shareholders and
employees.
By order of the Board
Place: Hyderabad
Date: 31-08-2013 Sd/- Sd/-
Guduru Satyanarayana Manne Rambabu
Managing Director Director-Technical
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