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Directors Report of Real Realty Management Company Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 22nd Annual Report for the financial year ended on 31st March, 2015.

FINANCIAL RESULTS :

Your Company's performance for the year ended on 31st March, 2015, is summarized as under:

(Amt. in Rs.)

SR. PARTICULARS 2014-15 2013-14 NO.

1. Revenue from Operation 5,37,90,000 4,53,90,000

2. Other Income - -

3. Total Revenue (1 2) 5,37,90,000 4,53,90,000

4. Changes in Inventories of finished goods, work-in-progress 4,34,50,158 1,20,08,709

5. Depreciation & Amortization Exp. 56,09,920 53,42,148

6. Other Expenses 14,80,801 22,00,647

7. Profit/(Loss) Before Tax 1,49,18,899) (39,35,568)

8. Current Tax (13,39,634) (18,39,634)

9. Deferred Tax (45,61,400) (23,65,631)

10. Profit/(Loss) After Tax (PAT) (90,17,865) (34,09,571)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the fiscal under Report, the Company has earned total income of Rs. 5,37,90,000/- as compared to Rs. 4,53,90,000/- during last fiscal showing a rise of about 18% (approx.). Further, due to increase in cost of material consumed, as well as finance cost, the Company has incurred net loss of Rs. 90,17,865/-. However, the Company is commencing new projects in years to come, and therefore, management is of the view that the Company will achieve greater profitability in approaching fiscal.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year 2014-15.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was Rs. 4,80,31,800/-. During the year under report, the Company has not issued any shares or any convertible instruments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) (a) of Companies Act, 2013, Form MGT 9 i.e. the extract of Annual Return for the Financial Year 2014-15 is enclosed as Annexure A forming part of this Report.

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING:

The Board of Directors of the Company respectively met Five times on 29/05/2014, 20/08/2014, 11/11/2014, 10/02/2015 and 31/03/2015 during the financial year 2014-15.

Further, the Independent Directors meeting was held on 25th March, 2015 to review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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

c) 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS :

The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 (Corporate Governance) of the Listing Agreement.

The Company has adopted the practice to take the declaration of independence from all Independent Directors on his/her appointment/re-appointment and also in first meeting of the Board of Directors every year. All these Directors have agreed to inform the Board about any change in their status of independence in the very next Board Meeting after such change.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee (erstwhile Remuneration Committee) framed a policy for selection, nomination, appointment and remuneration of the Board of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

Moreover, in terms of Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance Committee.

STATUTORY AUDITOR AND AUDITORS' REPORT:

M/s. Maharishi & Co., Chartered Accountants, Jamnagar, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Audit Committee recommends appointment of M/s. Maharishi & Co., Chartered Accountants as Statutory Auditors for financial year 2015-16.

In point (ix) of the Annexure to Companies (Auditors' Report) Order (CARO), 2015, the Statutory Auditors of the Company have mentioned, that the Company have defaulted in repayment of loan taken from Allahabad bank. The management would like to clarify the outstanding amount shall be repaid in the current fiscal

SECRETARIAL AUDIT REPORT:

The Board has appointed the Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. All the points are self - explanatory and do not require any further comments.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE :

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regards was required.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related party which is not at arms' length requiring approval of shareholders in the general meeting as required under proviso three to Section 188 (1) of the Companies Act, 2013. As explained beneath the said proviso, the expression "arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. During the financial year under report, there was no such transaction which would be called as a transaction not on an arms' length basis. Further, the Audit Committee of the Company reviews all the transactions with related party on quarterly basis and recommends the same to the Board for their approval.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.

BOARD OF DIRECTORS:

In terms of Section 152 (6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rajesh Rajyaguru, Managing Director (DIN: 00519866) and Mr. Paresh Joshi, Director, (DIN: 00158205) retires by rotation and being eligible, has offered himself for re- appointment. The Board recommends the same for your approval.

Further, Mr. Karshan Patel (DIN: 03116839) , Mr. Girish Maru (DIN: 06639003) and Mrs. Rubina Dalal (DIN 07144105) are the Independent Directors of the Company as on the date of this report. Further, in terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement. Mr. Karshan Patel and Mr. Girish Maru have been reappointed with amended terms in the 21st Annual General Meeting of the Company held on 30th September, 2014 to hold office for term of 3 (three) years from 30th September, 2014 to 29th September, 2017.

Further, Ms. Rubina Dalal (DIN: 07144105), who was appointed as an Additional Director w.e.f. 31st March, 2015, is proposed to be appointed as an Independent Director in the forthcoming Annual General Meeting of the Company. Moreover, in terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement, appointment of Ms. Rubina is proposed for the tenure of five years commencing from 30th September, 2015 till Twenty Sixth Annual General Meeting of the Company.

Further, Mr. Bhavin Mehta (DIN 00023850), Independent Director, resigned from the Board w.e.f. 11th July, 2015.

Mr. Pradip J Vyas (DIN 00718518), Director of the Company, resigned from Board w.e.f. 11th November, 2014. The Board appreciates the contribution of Mr. Vyas in the accomplishment of the targets of Company in past years.

DETAILS OF CHIEF FINANCIAL OFFICER OF THE COMPANY:

In accordance with provisions of the Companies Act, 2013, and applicable Rules under Act, Mr. Bhavin D Bhadra was appointed as the Chief Financial Officer of the Company, w.e.f. 11th November, 2014 and Mr. Bhadra, resigned from the Board w.e.f. 30th April, 2015 and Mr. Nirav Rajyaguru was appointed as Chief Financial Officer in place of Mr. Bhavin Bhadra w.e.f. 30th April, 2015.

BOARD COMMITTEES:

AUDIT COMMITTEE: The Company reconstituted its Audit Committee comprising of following Directors:

Sr. Name & DIN of the Status Category No. Director

1 Dr. Karshan Patel Chairman of Audit Non - Executive and (DIN: 03116839) Committee Independent Director

2 Girish Pramodray Maru Member Non - Executive and (DIN: 06639003) Independent Director

3 Paresh Joshi Member Executive and (DIN: 00158205) Non - Independent Director

During the year under report, all the recommendations of the Audit Committee were duly considered.

Detailed terms of reference of Audit Committee are provided in Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE: The Company is having an adequate

Nomination and Remuneration Committee comprising of following Directors:

Sr. Name & DIN of the Status Category No. Director

1 Karshan Patel Chairman of Audit Non - Executive and (DIN: 03116839) Committee Independent Director

2 Girish Pramodray Maru Member Non - Executive and (DIN: 06639003) Independent Director

3 Paresh Joshi Member Executive and Non - (DIN: 00158205) Independent Director

Further, Ms. Rubina Dalal, an Independent Director, has been inducted as Member of the Nomination and Remuneration Committee in place of Mr. Paresh Joshi., w.e.f. 31 March, 2015

Detailed terms of reference of Nomination and Committee are provided in Corporate Governance Report.

SHAREHOLDERS GRIEVANCE COMMITTEE: The Company is having a Shareholder Grievance

Committee comprising of following Directors:

Sr. Name & DIN of the Status Category No. Director

1 Karshan Patel Chairman of Audit Non - Executive and (DIN: 03116839) Committee Independent Director

2 Girish Pramodray Maru Member Non - Executive and (DIN: 06639003) Independent Director

3 Paresh Joshi Member Executive and Non - (DIN: 00158205) Independent Director

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

The Company has not taken any significant step for conservation of energy during the year under Report. However, the Board is keen to develop a system for conservation of energy on continuous base. Further, during the year under review, there was no foreign earning or expenditure in the Company. The Company has not taken any significant step for technology absorption.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 5 Lacs per month or 60 Lacs per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country.

Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. Maharishi & Co., Chartered Accountants, and the Statutory Auditors of the Company is annexed to this Report of Board of Directors.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2015, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies.

INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed.

RISK MANAGEMENT:

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter-alia are: regulations, competition, business risk, technology obsolescence, long-term investments and expansion of facilities. Business Risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE :

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

OTHER DISCLOSURES:

1. There have been no material changes/commitments, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

2. During the year under review the Company has not accepted the deposit from the public under Section 73 to 76 of the companies Act, 2013 and the Rules made there under.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5. There has been no instances of any revision in the Board's Report or the financial statement , hence disclosure under Section 131(1) of the Act.

6. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67 (3) are not required to be made.

7. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

8. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014

ACKNOWLEDGEMENT :

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By Order of the Board of Directors For, Real Realty Management Company Limited Place : Rajkot Date : 20.08.2015 (Rajesh Rajyaguru) (Paresh Joshi) Chairman and Managing Director Director DIN: 00519866 DIN: 00158205


Mar 31, 2014

The Members Real Realty Management Company Ltd

[For, Hillock Agro Foods (India) Ltd.]

The Directors are pleased to present the Twenty First Annual Report together with audited accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONAL REVIEW :

(Amt in Rs.) Sr. No Particulars 2013-14 2012-13

1. Total Revenue 4,53,90,000 1,13,00,000

2. Change in inventories of finished goods/work in 1,20,08,709 (14,98,45,081) progress

3. Depreciation and Amortization 53,42,148 69,835

4. Employee Benefit Expenses 9,54,500 94,27,830

4. Finance Costs 67,08,726 8,71,597

5. Profit / (Loss) Before Tax (PBT) (39,35,568) 7,60,252

6. Taxation:

Current Tax 18,39,634 (-37,587)

Deferred Tax -23,65,631 3,11,625

7 Profit/(Loss) After Tax (PAT) -34,09,571 4,86,214 (Carried forward to Balance Sheet)

Performance

During the fiscal under Report, the Company has earned total income of Rs. 4,53,90,000 as compared to Rs. 1,13,00,000 during last fiscal. Further, due to increase in cost of material consumed, as well as finance cost, the Company has incurred loss of Rs. 39,35,568 as compared to profit of Rs. 7,60,252 during last fiscal 2012-13. However, the Company is commencing new projects such as Windsor Woods and other residential projects in years to come, and therefore, management is of view that the Company will achieve greater profitability in forthcoming years.

Dividend

With a view of accumulated losses of past years, the Board of Directors of your Company do not recommend any dividend for the year.

Corporate Restructuring

Members are aware that the Company has passed through Corporate Restructuring exercise in last Three years. During the year under Report the Company have completed the process of Reorganization/ reduction of Share Capital from Rs. 4,01,06,000/- to Rs. 1,20,31,800/- in the ratio of 3 new shares for every 10 shares held in Transferee Company as on Record Date (i.e. 14th May, 2013)

Thereafter, the Company had issued & allotted 36,00,000 Equity shares of Rs. 10/- at premium of Rs. 9.67 per share to the Shareholders of Transferor Company in the ratio of 36 (Thirty Six ) equity Shares for every 5 (Five ) equity Shares held by the Members of Transferor on the Record Date (i.e. 14th May, 2013)

Change of Name of the Company

In terms of the Scheme of Arrangement, the name of the Company is changed from Hillock Agro Foods (India) Limited to Real Realty Management Company Limited w.e.f. 2nd April, 2013. The necessary approval have also been obtained from the BSE Limited, Mumbai.

Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed

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

c) That they 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 the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis subject to Note 16(b) of Notes on Accounts.

Particulars of Employees

There are no employees in the Company drawing remuneration more than limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011.

Directors

Mr. Pradip J Vyas & Dr. Karshanbhai H Patel Directors of the Company, are liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. A brief Resume of Mr. Pradip J Vyas & Dr. Karshanbhai H Patel are attached with Notice of the AGM.

Further Dr. K H Patel, Mr. Bhavin A Mehta, and Mr. Girish P Maru, are Non- Executive Independent Directors of the Company. In addition to new provisions of the Companies Act, 2013 made applicable w.e.f. April 1, 2014 and as per amended Clause 49 of the Listing Agreement. It is proposed to appoint Dr. K H Patel, Mr. Bhavin A Mehta, and Mr. Girish P Maru as Independent Directors under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for Three (3) consecutive years for a term up to the consecutive years for a term up to conclusion of the 24th Annual General Meeting of the Company in the Calendar year 2017.

Corporate Governance

The Company believes that the Corporate Governance is Timely and balanced disclosure of all material information concerning the Company to all stakeholders, Independent verification and safeguarding integrity of the Company''s financial reporting and also A sound system of risk management and internal control and Fair and equitable treatment of all its stakeholders including customers, shareholders and investors. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s. D. Panchamia & Associates, Practising Company Secretaries is annexed to this Report of Board.

Auditors

M/s. Maharishi & Co., Chartered Accountants, retiring Auditors of the Company, being eligible for reappointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

Compliance Certificate

As per the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained Compliance Certificate obtained from M/s. D. Panchamia & Associates, Practising Company Secretaries, Rajkot

Reconciliation of Share Capital Audit

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is being carried out at the specified periodicity by M/s. D. Panchamia & Associates, Practising Company Secretaries, and findings of such audit are satisfactory.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Company''s main business activity, i.e. construction of residential houses, bunglows, is not covered under the list of specified industries prescribed in the Schedule to Rule No. 2 (A) (d) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and therefore the particulars regarding consumption of energy are not required to be given as prescribed under the said rules.

However, the Company has initiated steps for conservation of energy.

There has been no foreign exchange earnings or outgo during the year under Report.

Acknowledgement

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors of Real Realty Management Company Limited

Place : Ahmedabad Date : 20.08.2014

(Paresh P Joshi) (Rajesh M Rajyaguru) Director Director


Mar 31, 2013

To The Members Real Realty Management Company Ltd

[For, Hillock Agro Foods (India) Ltd.]

The Directors are pleased to present the Twentieth Annual Report together with audited accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS AND OPERATIONAL REVIEW :

(Amt in Rs. )

Sr. No Particulars 2012-13 2011-12

1. Total Revenue 1,13,00,000 11,36,900

2. Depreciation and Amortization 69,835 29,761

3. Employee Benefit Expenses 94,27,830 13,000

4. Profit / (Loss) Before Tax (PBT) 7,60,252 4,97,479

5. Taxation:

Current Tax (-37,587) 68,378

Deferred Tax 3,11,625 0.00

6. Profit/(Loss) After Tax (PAT) 4,86,214 4,29,101

(Carried forward to Balance Sheet)

Performance

Members are aware during last two years, the Company has been passing through revival process by way of corporate restructuring. During the fiscal, Real Realty Management Company Private Limited (the Transferor Company) was merged with the Company and name & object of the Company were changed in accordance with the Scheme of Arrangement.

The Company is now engaged in the business of construction of residential flats & bunglows. Company''s is ongoing project "Windsor Willa" bunglows is at the completion stage. During the year Report, the Company has earned total revenue of Rs. 1,13,00,000 and net profit of Rs. 4,86,214/-.

During the next years to come, the Company will launch new projects of construction of residential flats & bunglows, and management is confident that the Company will achieve better profitability in years to come.

Dividend

With a view of accumulated losses of past years, the Board of Directors of your Company do not recommend any dividend for the year.

Corporate Restructuring

Members are aware that the Company has passed through Corporate Restructuring exercise in last two years. During the year under Report, the Hon''ble High Court of Gujarat had approved the Scheme of Arrangement consisting of Demerger of Flour/Agro Foods Business of Hillock Agro Foods (India) Limited into Deepvandana Tradelink Pvt. Ltd. (Resulting Company), Re-organisation of Share capital of Hillock Agro Foods (India) Ltd., and amalgamation of Real Realty Management Company Pvt. Ltd. (Transferor Company) with Hillock Agro Foods (India) Limited. The Company has also filed the Certified copy of the Order of the Hon''ble High Court with the Office of the Registrar of Companies, Gujarat and the Scheme became effective w.e.f. 7th February, 2013 (i.e. the date on which Order was filed). The Scheme has Appointed Date as 1st July, 2010.

Alteration in Object Clause of the Memorandum of Association of the Company

In terms of the Scheme of Arrangement, the Main Object Clause as well as Other Object Clause of the Memorandum of Association of the Company have been altered, so as to reflect the new business of the Company post-corporate restructuring. Post amendment in Memorandum, the Company''s main business is construction of residential flats, bunglows, resorts, hotels and other allied matters.

Change of Name of the Company

In terms of the Scheme of Arrangement, the name of the Company is changed from Hillock Agro Foods (India) Limited to Real Realty Management Company Limited w.e.f. 2nd April, 2013. The necessary approval have also been obtained from the BSE Limited, Mumbai.

Reorganization of Share Capital

During the Year under report, the Authorised Share Capital of the Company had been increased, in accordance with Scheme of Arrangement, from Rs. 5,00,00,000/- (Rupees Five crores) divided into 50,00,000 (Fifty lacs ) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) consisting of 99,90,000 (Ninety Nine lacs ninety thousands) equity shares of Rs. 10/- (Rupees Ten Only) each and 1000 (One Thousand) preference shares of Rs. 100/- (Rupees One hundred Only) each.

Company had reduced its Share Capital from Rs. 4,01,06,000/- to Rs. 1,20,31,800/- in the ratio of 3 new shares for every 10 shares held in Transferee Company as on Record Date (i.e. 14th May, 2013)

Thereafter, the Company had issued & allotted 36,00,000 Equity shares of Rs. 10/- at premium of Rs. 9.67 per share to the Shareholders of Transferor Company in the ratio of 36 (Thirty Six ) equity Shares for every 5 (Five ) equity Shares held by the Members of Transferor on the Record Date (i.e. 14th May, 2013)

Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed

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

c) That they 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 the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis subject to Note 16(b) of Notes on Accounts.

Particulars of Employees

There are no employees in the Company drawing remuneration more than limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011.

Directors

Mr. Rajesh M Rajyaguru & Mr. Paresh P Joshi, Directors of the Company, are liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. A brief Resume of Mr. Rajesh M Rajyaguru & Mr. Paresh P Joshi are attached with Notice of the AGM.

Mr. Rajesh M Rajyaguru, Mr. Paresh P Joshi, Dr. Karshanbhai H Patel and Mr. Bhavin A Mehta were appointed as an Additional Director of the Company with effect from 7th February, 2013 where as, Mr. Girish P Maru had been appointed as Additional Directors by the Board w.e.f. 13th August, 2013. These Directors, being eligible, offer themselves for reappointment.

Mr. Harshad J Vyas, Mr. Dineshkumar M Raval, Mr. Rameshpuri S. Goswami resigned from Board w.e.f. 7th February, 2013. The Board appreciates the efforts put in by them for their contribution.

Corporate Governance

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s. D. Panchamia & Associates, Practising Company Secretaries is annexed to this Report of Board.

Auditors

M/s. Maharishi & Co., Chartered Accountants, retiring Auditors of the Company, being eligible for reappointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

Compliance Certificate

As per the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, a copy of Compliance Certificate obtained from M/s. D. Panchamia & Associates, Practising Company Secretaries, Rajkot, is attached herewith.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. D. Panchamia & Associates, Practising Company Secretaries, and findings of such audit are satisfactory.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Company''s main business activity, i.e. construction of residential houses, bunglows, is not covered under the list of specified industries prescribed in the Schedule to Rule No. 2 (A) (d) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and therefore the particulars regarding consumption of energy are not required to be given as prescribed under the said rules.

However, the Company has initiated steps for conservation of energy.

There has been no foreign exchange earnings or outgo during the year under Report.

Acknowledgement

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors of

Real Realty Management Company Limited

Place : Ahmedabad

Date : 13.08.2013 (Paresh P Joshi) (Rajesh M Rajyaguru)

Director Director


Mar 31, 2012

To, The Members of Real Realty Management Company Ltd

The Directors are pleased to present the Nineteenth Annual Report together with audited accounts of the Company for the financial year ended on 31st March, 2012.

- FINANCIAL RESULTS AND OPERATIONAL REVIEW :

(Amt in Rs.)

Sr. Particular 2011-12 2010-11

1 Total Revenue 11,36,900.00 1,89,312.00

2 Depreciation and Amortization 29,761.00 16,448.00

3 Employee Benefit Expenses 13,000.00 -

4 Profit/(Loss) Before Tax (PBT) 4,97,479.00 44,621.00

5 Taxation:

Current Tax 68,378.00 -

6 Profit/(Loss) After Tax (PAT)

(Carried forward to Balance Sheet) 4,29,101.00 44,621.00

- Performance

The Company is abiding for resurgence of the financial position. Durign the year, the Company had achieved total revenue of Rs. 11,36,900 and net profit of Rs. 4,97,479 during the year under Report. The Company has already taken steps for restructuring and reorganization of business through process of merger / demerger.

- Dividend

With a view of accumulated losses of past years, the Board of Directors of your Company do not recommend any dividend for the year.

- Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed:

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

c) That they 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 the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis subject to Note 16(b) of Notes on Accounts.

- Particulars of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011.

- Directors

Shri Pradip J Vyas & Shri Harshad J Vyas, Manaing Directors of the Company, are liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. A brief Resume of Shri Pradip J Vyas & Shri Harshad J Vyas are attached with Notice of the AGM.

- Corporate Governance

Your Company has adopted Corporate Governance Practices. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s. D Panchamia & Associates, Practising Company Secretaries are annexed to this Report of Board.

- Auditors

M/s Maharishi & Co., Chartered Accountants, retiring Auditors of the Company, being eligible for reappointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

- Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. D. Panchamia & Associates, Practising Company Secretaries, and findings of such audit are satisfactory.

- MERGER

As the members are aware that the Board of Directors of the Company have approved the scheme of arrangement in form of Merger of the Company with Real Realty Management Company Pvt. Ltd. and reorganization of share capital of Hillock and demerger of food/agro business of Hillock into Deepvandana Tradelink Pvt. Ltd. Further, the company has applied for scheme of demerger and amalgamation on 13th April, 2011 and petition date on 16th May, 2011 w.e.f. 1st July, 2010. Final approval for the scheme is pending with the High Court.

- Reply Of Board Of Directors on observations of Auditors

The Auditors have observed that they have not received balance Confirmation of Trade Payables and Trade Receivables, Loans & Advances. The Board would like to clarify that the Company is in process of compliance of confirmation for this Amount during the current fiscal. The auditors have observed that the Company has not implemented internal audit system. The Board would like to clarify that the Company has commenced the internal audit system from the current fiscal. Further the Auditors have observed that he funds raised on short-term basis have been used for long term investment. The Board would like to clarify that the Company''s long term asset as at 31st March, 2012 includes receivable for capital goods and other loans and advances which were due for payment but the company could not realized it in time and hence same have been classified it as non-current asset. Due to this funds of the company were blocked and company could not pay off its current liabilities. However, the company is in process of realization of these debtors. As soon as same will be realized, the company will pay off its current liability and the financial position of the company would become favorable. As regards to non-payment of professional tax and VAT & TDS, the Board would like to clarify that, the Board will make payment of all statutory dues in current fiscal. As regards the accumulated losses, the Board would like to clarify that the Board has already commenced the process of corporate restructuring through amalgamation/demerger to attain financial strength.

- Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As the Company has not carried out any substantial commercial activities during the year 2011- 2012, the details related to consumption of energy etc. are not required to be given. However, the Company is making efforts to conserve energy resources. There is no separate R & D activity carried out during the year.

- Foreign Exchange Earnings And Outgo :

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

- Acknowledgment

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

Date : 30.05.2012 By order of the Board of Directors

For, HILLOCK AGRO FOODS (I) LIMITED,

Place : Ahmedabad

Sd/- Sd/-

(Pradip Vyas) (Harshad Vyas)

Managing Director Jt. Managing Director


Mar 31, 2010

To The Members Hillock Agro Foods (India) Limited

The Directors' present the Annual report on the business and operations of your Company for the year 2009-2010.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended

31.03.2010 31.03.2009 (Rs.) (Rs.)

Gross Sales/Income 34,46,382 56,83,631

Less Depreciation 6,57,680 10,72,624

Profit/(Loss) before Tax (2,22,293) 7,43,709

Taxes/Deferred Taxes Nil Nil

Profit/(Loss) After Taxes (2,22,293) 7,43,709

Profit/ (Loss) carried to Balance Sheet (2,22,293) 7,43,709

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

OPERATIONS

The Company is continuing its efforts for the revival of the business. In spite of very difficult financial position of the Company, all efforts are being made to continue operations of the Company. However, Company continued with contractual work and has achieved total turnover of Rs.34.46 lacs during the year under Report as compared to Rs. 56.83 lacs. However, your Company has incurred loss of Rs. 2.22 lacs as compared to Rs. 7.43 lacs during the year under Report

DIRECTORS:

Mr. Dineshkumar M. Raval, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment. Members are requested to reappoint Mr Dineshkumar Raval as Director.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

DIRECTORS'RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

(a) The applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

(c) Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this 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.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration falling within the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended, hence details are not required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith as Annexure-A. However, the production technology is indigenously developed and the Company is carrying out its contractual Activities with its trained and Experience staff. There is no separate R & D activity carried out during the year. Further, during the period under review, following were earning and expenditure in Foreign Currency:

AUDITORS:

M/S. DNJV & CO., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By order of the Board of Directors Date: 20/07/2010 For, HILLOCK AGRO FOODS (I) LIMITED, Place: Ahmedabad

(PRADIP VYAS) (HARSHAD VYAS) Managing Director Jt. Managing Director

 
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