Home  »  Company  »  Quantum Build-Tech  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Quantum Build-Tech Ltd.

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

 
Subscribe now to get personal finance updates in your inbox!