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Directors Report of Vijay Shanthi Builders Ltd.

Mar 31, 2015

1. FINANCIAL HIGHLIGHTS

Amount (Rs.In Lakhs)

Year ended Year ended Financial results 31.03.2015 31.03.2014

Income from sales / other operation

Sales 6457.28 6555.36

Other Income 53.10 74.90

Total Revenue 6510.39 6630.26

Total Expenditure 6122.58 5799.95

Gross Profit (Before Depn. & Tax) 387.81 830.31

Financial Overheads 50.22 147.21

Depreciation 50.46 78.13

Profit Before Tax 287.13 604.97

Exceptional Items 0.00 0.00

Provision for Tax 99.22 199.07

Profit after Current Tax 187.91 405.90

Less: Deferred Tax -0.01 -1.27

Net Profit 187.92 407.16

Add: Surplus From Previous Year 4753.81 4406.65

Profit available for appropriation 4941.73 4813.81

Less: General Reserve 0.00 60

Less: Transfer to Debenture Redemption Reserve 1625 0.00

Less: Transfer of Written down value of Assets 13.66 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Balance Carried Forward 3303.07 4753.81

Earnings Per Share (EPS) 0.72 1.55

2. DIVIDEND

With a view to conserve the resources for its ongoing projects and future launches the company has not declared dividend for the financial year 2014 - 15.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting the financial position of the company between 31st March 2015 and the date of Board's Report 11th June 2015.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no changes in the nature of business of the company during the financial year under review.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, with respect to Directors' Responsibility Statement, it is hereby stated -

i. that in the preparation of annual accounts for the financial year ended 31stMarch, 2015, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that 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;

iv. that the directors had prepared the accounts for the financial year ended 31stMarch, 2015 on a "going concern basis";

v. that 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; and

vi. 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.

6. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES

The company does not have any subsidiary company nor any associate company within the meaning of Section 2(6) of the Companies Act, 2013

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Independent Directors

Mr S Siva Subramaniam (DIN: 00763122) , Dr M Balasubramaiam (DIN:05151060) and Ms Revathy Ramakrishna (DIN:05128878) were appointed as the Independent Directors of the Company for a period of 3 years upto 28th September 2017 in the 23rd Annual General meeting of the Company held on 29th Septemember 2014.

All Independent Directors have declared that they met all the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Separate Meeting of Independent Directors (IDs)

During the year under review, a separate meeting of IDs was held on 12th February, 2015 and the IDs reviewed the performance of:

(i) Non-IDs viz., Mr Chandan Kumar, Managing Director and Mr DVB Prasad, Whole Time Director

(ii) The board as a whole.

They also assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board that are necessary for the Board to effectively and reasonably perform their duties.

All the IDs were present at the meeting

ii. Women Director

In terms of Section 149 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors), Rules, 2014 and Clause 49 of the Listing Agreement, the Company is required to have a woman director on its board.

Ms Revathy Ramakrishna (DIN:05128878) was appointed as the Independent Director of the Company for a period of 3 years upto 28th September 2017 in the 23rd Annual General meeting of the Company held on 29th Septemember 2014.

iii. Retirement of Directors by Rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Companies Act 2013 two-thirds of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third are liable to retire by rotation at every annual general meeting.

Mr Chandan Kumar (DIN: 00262521), Director who is liable to retire by rotation, at the AGM, and being eligible, offers himself for re-appointment.

iv. Executive Directors

Managing Director

During the year, Mr Suresh Kumar, Managing Directorowing to his personal commitments resigned from the Board with effect from 13th November 2014.

Whole Time Director (WTD)

Mr DVB Prasad (DIN:02001256) was appointed as the Whole Time Director of the Company for a period of three years commencing from 1st March 2012 in the Board meeting held on 23rd March 2012 and the same was approved by the shareholders in their meeting held on 28th September 2012.

During the year, the Board at its meeting held on 12th February 2015 based on the recommendation of the Nomination and Remuneration Committee (NRC) reappointed Mr DVB Prasad as the Whole Time Director of the Company for a further period of three years effective from 1st March 2015 on such terms and conditions, subject to the approval of the shareholders at the AGM.

Both the NRC and the board observed that the proposed appointment of Mr DVB Prasad as WTD also satisfies the requirements of the provisions of sub-section (3) of Section 196 of the Companies Act 2013 and also part I of Schedule V of the Companies Act 2013, dealing with the eligibility for appointment of managing directors/whole time director

The brief resume of the directors proposed to be reappointed and other relevant information have been furnished in the Notice convening the annual general meeting of the Company. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the shareholders at the AGM. The directors, therefore, recommend their appointment / re-appointment as directors of the Company.

v. Key Managerial Personnel

As per Companies Act 2013 the persons holding the post of Managing Director, Joint Managing Director, Whole Time Director and Company Secretary are the Key Managerial Personnel of the Company.

Ms Hiral Rasik Patel resigned from the post of the Company Secretary of the Company with effect from 28th August 2014.

Ms Kamakshi Krishnan was appointed as the Company Secretary of the Company with effect from 16th February 2015 in the Board meeting held on 12th February 2015

Mr Chandan Kumar, Managing Director, Mr DVB Prasad whole Time Director and Ms Kamakshi Krishnan Company Secretary are the Key Managerial Personnel of the Company.

vi. Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of all shareholders and the Company.

During the year, in accordance with the requirements under Section 178 of theCompanies Act 2013 and Clause 49 of Listing Agreement, the NRC formulated a Nomination and Remuneration Policy to govern the terms of nomination / appointment and remuneration of (i) Directors, (ii) Key Managerial Personnel (KMPs) of the Company. The same was approved by the board at its meeting held on 16th October, 2014.

The NRC will review the profile of persons and the most suitable person is either recommended for appointment by the board or is recommended to shareholders for their election.

NRC will ensure that any person(s) who is / are appointed or continues in the employment of the Company as its executive chairman, managing director, whole-time director shall comply with the conditions as laid out under Part I of Schedule V to the Companies Act 2013. NRC will ensure that any appointment of a person as an independent Director of the Company will be made in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act 2013 along with any other applicable provisions and Clause 49 of the Listing Agreement.

vii. Evaluation of the Board, Committee and Directors

During the year, as recommended by the Nomination and Remuneration Committee, an evaluation framework was adopted by the Board. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the working of its various Committees. Structured questionnaires were prepared, after taking into consideration the feedback of the Directors. The overall Board evaluation covered various aspects of the Board's functioning in terms of structure, governance, dynamics of functioning besides the financial reporting process, internal controls and risk management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

viii. Number of Board Meeting held

The number of board meetings held during the financial year 2014-15 was 14 (Fourteen) and more details are provided as part of Corporate Governance Report prepared in terms of Clause 49 of the Listing Agreement.

8. AUDITORS

Statutory Auditors

The Company at its twenty third AGM held on 29th September 2014 appointed M/s V Ramaratnam & Co., Chartered Accountants, Chennai, having Firm Registration No.0029565S as statutory auditors of the Company to hold office,for one year from the conclusion of the said AGM. The Company has obtained necessary certificate under Section 141 of the Companies Act 2013 from them conveying theireligibility for being statutory auditors of the Company for the year 2015-16.

Reply to Qualification / Observations made in the Statutory Audit Report of even date

1. As regards non provisioning of estimated liability for outstanding tax demand, the Company has filed an appeal against the decision of CIT to Income Tax Tribunal and firmly believes that the company has reasonable chances of winning at appeal against the order of CIT, and hence no provisioning in this regard is necessary.

2. As regards the statement regarding deviation in the guidelines issued by ICAI regarding revenue recognition of accounting for real estate transaction in respect of certain project, the Audit committee and the Board is of the considered opinion, that the Company has not violated the guidelines issued by ICAI. The said project being High End Apartments is not fully complete, as the Completion is based on delivery of individual customized requirements of each of the prospective buyer. Hence the Board is of the opinion that sales can be accounted for only after completion of such pending works which may vary depending on prospective customer needs and cannot be generalized. Further the amount to be spent on this project towards completion is substantial.

3. The said bank accounts are non-operative, though the Company has approached the banks for obtaining the statements, the banks are not responsive in this regard and thus the same shall be closed in the financial Year 2015 –2016.

4. As regards gratuity, the Board is of the opinion that the amount provided for in the books of the company is adequate based on its past experience.

Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

Accordingly, Mr. R Muthukrishnan, Practising Company Secretary, (Membership No. FCS 6775) Chennai, was appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15.

As required by Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year 2014-15, given by Mr. R Muthukrishnan, Practising Company Secretary, Chennai, for auditing the secretarial and related records is attached to this report.

Reply to Qualification / Observations made in the Secretarial Audit Report of even date

1. As regards late filing / non filing of certain forms with ROC/ stock exchange during 2014-15, there was certain dislocation in the administrative work due to changes in employees. However the company shall ensure that such delays are avoided in future.

2. As far as loans in the nature of project advances to certain entities covered in Section 189 to the Companies Act, 2013, the said amounts are purely in the nature of project advances extended for the purpose of execution of certain joint venture projects entered by the company with such entities,on an arms lengths basis and as per agreements entered in to by the company, with such entities. Hence, given this background, the Board is of the opinion that the said project advances are, as per standard market practice of construction companies, is a commercial advance and hence such amounts are not in nature of any pure loans.

3. As regards non appointment of Chief Financial Officer (CFO) as required under Section 203 to the Companies Act, 2013, the company is in the process of finding a suitable candidate and Board is hopeful of appointing a CFO at the earliest.

4. As regards non reporting of changes in shareholding of promoters under SEBI (Prohibition of Insider Trading) Regulations, 1992, the company's reporting to stock exchanges under regulation 13(6) is subject to receipt of intimation from the promoters under regulation 13(5) and not otherwise.

9. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

The Managing Director, Mr Chandan Kumar and Chairman of Audit Committee, Mr S Siva Subramainam of the Company have certified to the board on financial statements and other matters in accordance with the Clause 49 (IX) of the Listing Agreement pertaining to certification for the financial year ended 31st March 2015.

10. WHISTLE BLOWER POLICY

The Board at its meeting held on 16th October 2014, adopted a Whistle Blower Policy in accordance with the provisions of the Companies Act 2013 and as per the revised Clause 49 of the Listing Agreement. The Policy is disclosed on the Company's website with the following link www.vijayshanthibuilders.com.

11. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013, for the year ended 31st March 2015.

12. DISCLOSURES

Information on conservation of energy, technology absorption, foreign exchange, etc Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report, in terms of the requirements of Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014;

Annual Return

Extract of Annual Return in the prescribed form is given as Annexure II to this report, in terms of the requirement of Section 134(3)(a) of Companies Act 2013 read with the Companies (Accounts) Rules, 2014.

Employees' remuneration

The Company does not have any employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company's performance is given as Annexure III to this report.

Details of related party transactions

All arrangements / transactions entered by the Company with its related parties during the year were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no. 27.3 to the financial statements provided in the Annual Report

Details of loans / guarantees / investments made

The company has not made any investments or extended any loans / guarantee/ or provided any security in connection with a loan to any other body corporate or person during the year under review, except certain advances in the nature of project advances, already detailed elsewhere in this annual report.

Significant & Material Orders Passed by the Regulators

During the year 2014-2015, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

13. CORPORATE SOCIAL RESPONSIBILTY POLICY

As the Company is not meeting the requirements as set out in Section 135 of the Companies Act 2013, there is no need for the Board to constitute the said committee. However, as and when the provision of the said section is made applicable to the Company, the Board will form the Committee.

At the same time, the company has made donations to Educational Institutions and Charitable Trusts to the tune of Rs.3.70 Lakhs.

14. ACKNOWLEDGEMENT

The directors thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors for their valuable support and assistance.

The directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review.

The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board of Directors

CHANDAN KUMAR Managing Director DIN: 00262521

DVB PRASAD Whole Time Director DIN: 02001256

Date: 11th June 2015

Place: Chennai S SIVA SUBRAMANIAM Director DIN: 00763122


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the audited accounts of your Company for the year ended March 31, 2014. Financial Results

FINANCIAL RESULTS Year ended Year ended 31.03.2014 31.03.2013 Income from sales /other operation Rs. In Lakhs Rs. In Lakhs

Sales 7617.11 13835.19

Other Income 74.90 73.88

Total Expenditure 6861.70 12294.48

Gross Profit (Before Int. Depn. & Tax) 830.31 1614.59

Financial Overheads 147.21 65.48

Depreciation 78.13 77.74

Profit Before Tax 604.97 1471.37

Exceptional Items 0.00 89.70

Provision for Tax 199.07 537.67 Profit After Current Tax 405.90 843.99

Less: Deferred Tax -1.26 -1.18

Net Profit 407.16 845.18 Add: Surplus From Previous Year 4406.64 3864.96 Profit available for Appropriation 4813.80 4710.14

Less: General Reserve 0.00 60.00

Proposed Dividend 0.00 209.51 Dividend tax 0.00 33.99 Balance Carried Forward 4813.80 4406.64

DIVIDEND: With a view to conserve the resources for the on-going projects which are capital intensive, your directors are not recommending any dividend for the FY 2013 14.

BUSINESS GROWTH AND OUTLOOK

The real estate sector maintained a negative to stable outlook for FY 2013-14 on the back of continued weak end-user demand and adverse consumer sentiments. Real estate companies have been facing falling unit sales, flat revenue and EBITDA margins and continued deterioration in credit metrics and cash flows. A high residential price has impacted sales, even while rising bank credit to the sector indicates an increase in inventory for the sector.

The sale of fresh residential units (in sq.ft.) by listed real estate companies has seen a downward trend. This is due to weak consumer sentiments, which have been impacted by high inflation and continued economic weakness. High interest rates, coupled with continued high residential prices, have impacted the common man''s real estate affordability. Persistence of adverse sentiments and low affordability could hinder any substantial improvement in demand.

The availability of relatively cheaper funds to the residential real estate sector was impacted in 2013, as the Reserve Bank of India (RBI) barred schemes such as 80:20 offered by banks, which enabled builders to access loans at individual buyer''s home loan rates. Under such schemes, banks would disburse entire home loans to the builder at once and the interest during construction period would be paid by the builder, rather than the flat buyer.

The introduction of real estate investment trusts (REITs) to be positive for the sector, as it is likely to attract new investors and hence improve funding availability. As these REITs are likely to invest most of their funds in to rent-yielding commercial properties, this could provide further liquidity options to commercial property developers.

The Company as on hand has got the projects involving 22.34 lakh sq. ft. of constructible space mainly in Chennai and outskirts while it had handed over 22.91 lakh sq. ft. during 2013-14 to its much satisfied customers. The Company continues to be one of the top ranking builders in Chennai in terms of quality and reliability and was awarded with following awards:

AWARDS

RR KABEL CNBC AWAAZ REAL ESTATE AWARDS 2013

AFFORDABLE SEGMENT - 100% COMPLETE RESIDENTIAL FOR PARK AVENUE PROJECT

SR. NO PROJECT NAME LOCATION TOTAL SALEABLE AREA 1 BOULEVARD VANDALUR KELAMBAKKAM 4.1 Lakh SQ. FT. 2 ELA THANDALAM 5.2 Lakh SQ.FT. 3 ARK ORAGADAM 3.6 Lakh SQ. FT. 4 LOVE MAMBAKKAM 6.2 Lakh SQ. FT. 5 i SKY VILLAS PERUNGUDI .43 Lakh SQ.FT. 6 FORTUNE SQUARE RATNAMANGALAM 2.7 Lakh SQ.FT. FUTURE PROJECTS

SR. NO PROJECT NAME LOCATION TOTAL SALEABLE AREA 1 CUE BESANT NAGAR 0.85 Lakh SQ. FT. 2 CALM SPRING RATNAMALGALAM 3.1 Lakh SQ. FT. 3 ETERNAL SPRING AMBATTUR 5. Lakh SQ. FT. BOARD OF DIRECTORS

Shri D.V.B. Prasad, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In terms of Sections 149, 150, 152, other applicable and related provisions of the Companies Act, 2013 read with Rules made there under, retirement by rotation shall not apply to Independent Directors. In order to comply with the statutory requirements, your Independent Directors, Mr. Sivasubramaniam, Ms. Revathi Ramakrishna, and Mr. M. Balasubramaniam, except Mr. Tarun Kumar Ramdas who has expressed his willingness not to seek re-appointment after retirement in this AGM, are being recommended for appointment for a term upto three consecutive years i.e. upto September 28, 2017, on a non-rotational basis. Details of the proposals of appointment or re-appointment as applicable are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice to the 23rd Annual General Meeting. Necessary resolutions are being placed before the shareholders for approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

1. That in preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

2. That 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 as at the end of the financial year and of the profit of the Company for the year.

3. That the Directors have taken proper and sufficient care for 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 fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014, on a going concern basis.

CORPORATE GOVERNANCE

Your company is committed to transparency in all its dealings and places emphasis on adherence to business ethics. Your company has been following good corporate governance procedures and is in constant effort of upgrading its Corporate Governance regime. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately in this Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. Ramaratnam & Co, Chartered Accountants, statutory auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as statutory auditors and confirmed that their appointment if made, will be within the prescribed limits under section 139 of the Companies Act,2013.

GRATUTIY LIABILITY

The Board is of an opinion that the audit amount provided for in the books of the Company is adequate based on its past experience.

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

The particulars as required under section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988,are set out in Annexure "A" included in this report

THE STATEMENT OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956.

The Company does not have any employees drawing remuneration more than the limits specified in the Section 217 (2A) of Companies Act, 1956

FIXED DEPOSITS

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

Acknowledgments

Your Directors wish to place on record their appreciation and immense gratitude for the timely assistance received from the Bankers and Financial Institutions, more particularly, ICICI, South Indian Bank Limited, State Bank of India, Kotak Mahindra Prime Limited, LIC and Axis Bank.

We are deeply obliged with the Government Agencies for the help and guidance received time and again from them, we are grateful to them for their constant support.

Your Directors also wish to place on record their appreciation for the excellent contribution made by the employees of your company at all levels during the year under review, without which the Company could not have achieved the present level of reliability, reputation and profitability.

By order of the Board

SURESH KUMAR MANAGING DIRECTOR

CHANDAN KUMAR JOINT MANAGING DIRECTOR

Date: 29.05.2014 Place: Chennai


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with the audited accounts of your Company for the year ended March 31, 2013

Financial Results

FINANCIAL RESULTS Year ended Year ended 31.03.2013 31.03.2012 (Rs. In Lakhs) (Rs. In Lakhs)

Income from sales /other operation

Sales 13835.19 21027.43

Other Income 73.88 50.62

Total Expenditure 12294.48 19521.16

Gross Profit (Before Int. Depn. & Tax) 1614.59 1556.89

Financial Overheads 65.48 85.56

Depreciation 77.74 60.07

Profit Before Tax 1471.37 1411.26

Exceptional Items 89.70 21.57

Provision for Tax 537.67 436.97

Profit After Current Tax 843.99 952.72

Less: Deferred Tax -1.18 5.47

Net Profit 845.18 947.25

Add: Surplus From Previous Year 3864.96 3221.24

Profit available for Appropriation 4710.14 4168.47

Less: General Reserve 60.00 60.00

Proposed Dividend 209.51 209.51

Dividend tax 33.99 33.99

Balance Carried Forward 4406.64 3864.96

Earning Per Share Basic (Rs.) 3.23 3.62





DIVIDEND:

The Board of Directors have, after considering all aspects relating to fund requirement of the Company for future projects and at the same time to provide returns to shareholders, recommended a dividend of Re 0.80 per equity share for 2012-2013. This reflects our confidence in the Company''s ability to maintain dividend payout while balancing the future financial needs.

BUSINESS GROWTH AND OUTLOOK

The economy during the financial year 2012-13 was on a downhill, with industrial growth in negative, along with spiraling food inflation and reduced saving rates. This had left a lower disposable income in the hands of public and in turn the economy could not achieve the projected growth rates leaving most of the industries in the negative growth spectrum and construction industry was no exception

The main ingredient of construction industry, being land cost showed no signs of fall in prices while the construction cost was on the upswing, pushing the end cost to customers

As far as regulation of the industry is concern, while the construction industry welcome any move by the government by regulating the industry in the form the Real Estate (Regulation and Development) Bill, 2013 at the same breadth the Government should also come forward for revisiting the outdated FSI Norms, reducing layers and layers of approvals required for mega construction projects, streamlining the paperwork required for plan approvals including cutting of time limits, faster provision of infrastructure and development of satellite towns which would go a long way for reducing the cost and ultimately enabling the end customer to fulfill their ultimate dream of owning a home at much affordable price

The Company as on hand has got the projects involving 41.53 lakh sq. ft. of constructible space mainly in Chennai and outskirts while it had handed over 18.94 lakh sq. ft. during 2012-13 to its much satisfied customers. The Company continues to be one of the top ranking builders in Chennai in terms of quality and reliability and was awarded with following awards:

1 Asia-Pacific Enterprise Leadership Awards (APELA) 2013 for Best Customer Experience in the Asia - Pacific region amongst nominations from 16 countries

2 CNBC AWAAZ Real Estate Award 2012 in all the three categories mid segment, luxury and ultra luxury in Southern India

Infiniti - Affordable Housing Segment Fountain Square - Luxury Housing Segment Terracotta - Ultra Luxury Segment

3 THE SIRCCI BUSINESS AWARD 2011 - Emerging Enterprise ONGOING AND FUTURE PROJECTS

ONGOING PROJECTS

SR. NO PROJECT NAME LOCATION TOTAL SALEABLE AREA

1 Park Avenue Vandalur Kelambakkam 4.2 Lakh Sq. Ft.

2 Boulevard Vandalur Kelambakkam 4.1 Lakh Sq. Ft.

3 The Art Nungambakkam 1.23 Lakh Sq. Ft

4 Silent Valley Tambaram 1 Lakh Sq. Ft

5 Mystiq Purasawalkam 0.27 Lakh Sq. Ft

FUTURE PROJECTS

SR. NO PROJECT NAME LOCATION TOTAL SALEABLE AREA

1 Ela Thandalam 5.8 Lakh Sq. Ft.

2 Sa Re Ga Ma Oragadam 3.2 Lakh Sq. Ft.

3 Whistling Woods Mambakkam_ 4.25 Lakh Sq. Ft.

4 Sky Villas 0.48 Lakh Sq. Ft.

5 Cue Besant Nagar 0.85 Lakh Sq. Ft.

6 Calm Springs Ratnamangalam 10 Lakh Sq. Ft.

7 Eternal Springs Ambattur 5 Lakh Sq. Ft.

BOARD OF DIRECTORS

Shri Siva Subramaniam and Shri Balasubramaniam, directors are liable to retire by rotation at the end of ensuing annual general meeting and they have offered themselves for re-appointment. The profiles of these two directors are given as part of notice

Shri. Chandan Parmar, Chairman retired at the end of previous AGM and did not seek re-appointment due to personal reasons. The Board of Directors reluctantly accepted his decision and wishes to place on record his services received and guidance received by the Board during his tenure

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed

1. That in preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any

2. That 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 as at the end of the financial year and of the profit of the Company for the year

3. That the Directors have taken proper and sufficient care for 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 fraud and other irregularities

4. That the Directors have prepared the accounts for the financial year ended March 31, 2013, on a going concern basis

CORPORATE GOVERNANCE

Your company is committed to transparency in all its dealings and places emphasis on adherence to business ethics. Your company has been following good corporate governance procedures and is in constant effort of upgrading its Corporate Governance regime. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately in this Annual Report

AUDITORS AND AUDITORS'' REPORT

M/s. Ramaratnam & Co, Chartered Accountants, statutory auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as statutory auditors and confirmed that their appointment if made, will be within the prescribed limits under section 224(1B) of the Companies Act,1956

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification or explanation

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

The particulars as required under section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988,are set out in Annexure "A" included in this report

THE STATEMENT OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SEC217 (2A) OF COMPANIES ACT, 1956.

The Company do not have any employees drawing remuneration more than the limits specified in the Section 217 (2A) of Companies Act, 1956

FIXED DEPOSITS

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

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation and immense gratitude for the timely assistance received from the Bankers and Financial Institu- tions, more particularly, ICICI, South Indian Bank Limited, State Bank of India, Kotak Mahindra Prime Limited and Axis Bank

We are deeply obliged with the Government Agencies for the help and guidance received time and again from them, we are grateful to them for their constant support.

Your Directors also wish to place on record their appreciation for the excellent contribution made by the employees of your company at all levels during the year under review, without which the Company could not have achieved the present level of reliability, reputation and profitability By order of the Board

SURESH KUMAR MANAGING DIRECTOR

Date: 28 05 2013 CHANDAN KUMAR

Place: Chennai JOINT MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report together with the audited accounts of your Company for the year ended March 31, 2012. Financial Results

FINANCIAL RESULTS Year ended Year ended 31.03.2012 31.03.2011 Rs. In Lakhs Rs. In Lakhs

Income from sales /other operation

Sales 21008.86 13571.81

Other Income 69.19 68.51

Total Expenditure 19521.16 12304.27

Gross Profit (Before Int. Depn. & Tax) 1556.89 1336.05

Financial Overheads 85.56 75.71

Depreciation 60.07 51.73

Profit Before Tax 1411.26 1208.61

Exceptional Items 21.57 0.00

Provision for Tax 436.97 250.08

Profit After Current Tax 952.72 958.53

Less: Deferred Tax 5.47 8.37

Net Profit 947.25 950.16

FINANCIAL RESULTS Year ended Year ended 31.03.2012 31.03.2011 Rs. In Lakhs Rs. In Lakhs

Add: Surplus From Previous Year 3221.24 2575.41

Profit available for Appropriation 4168.47 3525.57

Less: General Reserve 60.00 60.00

Proposed Dividend 209.51 209.51

Dividend tax 33.99 34.82

Balance Carried Forward 3864.96 3221.24

Earning Per Share Basic (Rs.) 3.62 3.63

DIVIDEND:

In view of the overall performance of your company and the objective of rewarding shareholders with cash dividends while retaining capital to maintain a healthy capital adequacy ratio to support future growth, the Board of Directors has recommended a dividend of ' 0.80 per equity share for 2011-2012. This reflects our confidence in the Company's ability to consistently grow earnings over time while balancing the future financial needs for its proposed housing projects.

MINERAL WATER PLANT:

During the year the Company disposed of fits Mineral Water Division assets. As the assets deployed by the Company to this segment were very less, this decision has not involved any substantial sale / dilution in the value of assets of the Company. Also the sale of Mineral Water Division assets has not affected the going concern status of the Company

BUSINESS GROWTH AND OUTLOOK

On the global front, although some of the developed economies seemed to have recovered quickly in the latter half of 2010, they now face growing headwinds, which has probably lead to a moderation of growth in the latter half of 2011. Despite of slowdown in markets and other odds faced by the construction companies and real estate sector, your company has shown a huge increase in its turnover. There is a tremendous increase of 55% in turnover of your company as compared to previous year. The sales of the Company have improved from Rs. 135 crores to Rs. 210 crores. This is due to its brand image and reputation which is built by your Company over the last two decades.

The Company has continued launching projects in its style to cater to both middle income and higher income groups. The Board is very confident that with completion of various residential projects by the Company in the next coming years both the top line and the bottom line of the Company are set to witness substantial increase.

Most of the residential projects of the company are in advance stage of completion, but were not handed over by 2011-2012 and hence the company could not recognize substantial profits from such projects.

The company is in the process of completing and handing over most of the projects constituting more than 15 lakhs sq. ft. of constructed space during the FY. 2012-2013

ONGOING AND FUTURE PROJECTS

Sr Project Name Location Total Saleble Completion No area Time

1. Lotus Pond Thaiyur 1144272 sq. ft. June - 2012

2. Infiniti NH - 4 Mevalur- 410188 sq. ft. Jan - 2012 kuppam Village

3. Park Avenue (Phase I) Kandigai 416070 sq. ft. Dec - 2012

4. Boulevard (Park Kandigai 413400 sq. ft. Dec - 2013 Avenue) (Phase II)

5. Silent Valley Tambaram 100916 sq. ft. Dec - 2012

6. Mystiq Purasawalkam 27440 sq. ft. Dec - 2012

7. The Art Nungambakkam 123795 sq. ft. Dec - 2012

Sr Project Name Location Total Saleable Area No

1. I Perungudi 48000 sq. ft.

2. Aurum Besant Nagar 85000 sq. ft.

3. ela NH4 - Bangalore Highway 700000 sq. ft.

4. Calm Springs Ratnamangalam Vandalur 1500000 sq. ft. - Kelambakkam

5. Eternal Springs Ambattur 500000 sq. ft.

6. Iha Vandalur Kelambakkam Rd 544878 sq ft.

BOARD OF DIRECTORS

Shri Suresh Kumar and Shri Chandan Parmar, directors are liable to retire by rotation at the end of ensuing annual general meeting. However as Shri Chandan Parmar have expressed his desire not to seek re-appointment due to personal reasons, resolutions have been proposed for re-appointment of Shri. Suresh Kumar, Managing Director and Shri. Chandan Kumar, Joint Managing Director.

The profiles of these two directors are given as part of notice.

The Board wishes to place on record the services rendered by Shri Chandan Parmar during his tenure on the Board.

During the year, some changes have taken place in the composition of the Board of Directors. Mr. Tarun Kumar Ramdas, Ms. Revathy Ramakrishnan, Dr. Balasubramaniam were appointed as additional directors on 24th December 2011 and Mr. D. V. B. Prasad was appointed as additional director on 27th February 2012. The Board feels that induction of aforementioned as the directors of the Company would bring expert advice and independent opinion, which would further help the Company in its future decision makings.

Necessary resolutions have been proposed seeking members approval for their appointment into the board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

1. That in preparation of the annual accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

2. That 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 as at the end of the financial year and of the profit of the Company for the year.

3. That the Directors have taken proper and sufficient care for 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 fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2012, on a going concern basis.

CORPORATE GOVERNANCE

Your company is committed to transparency in all its dealings and places emphasis on adherence to business ethics. Your company has been following good corporate governance procedures and is in constant effort of upgrading its Corporate Governance regime. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance

as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately in this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. Ramaratnam & Co, Chartered Accountants, statutory auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as statutory auditors and confirmed that their appointment if made, will be within the prescribed limits under section 224(1B) of the Companies Act,1956.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required under section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988,are set out in Annexure "A" included in this report

The statement of particulars of employees as required under Sec21 (2A) of Companies Act, 1956.

None of the employees of the Company come under the above category

Fixed Deposits

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

Acknowledgments

Your Directors wish to place on record their appreciation and immense gratitude for the timely assistance received from the Bankers and Financial Institutions, more particularly, ICICI, South Indian Bank Limited, State Bank of India, Kotak Mahindra Prime Limited and Axis Bank.

We are deeply obliged with the Government Agencies for the help and guidance received time and again from them, we are grateful to them for their constant support.

Your Directors also wish to place on record their appreciation for the excellent contribution made by the employees of your company at all levels during the year under review. The team effort is really commendable. The same level of dedication, zeal and enthusiasm by the

employees of your company is expected during the coming years, to achieve new horizons.

By order of the Board

Date: 30.05.2012 CHANDAN PARMAR

Place: Chennai CHAIRMAN

 
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