Mar 31, 2015
Dear Members,
The3 Directors have pleasure in presenting the 24th Annual Report
together with the audited accounts of the Company for the financial
year ended on 31st March, 2015.
I- FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the
financial year ended 31st March, 2015 are as under:-
(Figures in Rupees)
Particulars Year ended Year ended
31st March, 2015 31st March, 2014
Income 5,685,202 11,144,957
Expenditure 5,642,063 10,251,262
Profit before tax 43,139 893,695
Exceptional Items 17,079,554 NIL
Provision for tax (including
deferred tax) 7,703,720 453,939
Profit after tax (24,740,136) 439,757
Balance carried forward to
Balance Sheet (119,221,927) (94,481,791)
II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS
Your company has recorded revenue of Rs 56.85 lacs in financial year
2014-15 as compared to Rs 111.44 lacs in financial year 2013-14, an
overall decline of 49%.Profit before tax has decreased to Rs 0.43 lacs
from Rs 8.93 lacs recorded in the last financial year. Profit after tax
also turned to a loss of Rs 247.40 lacs from the last year's profit
after tax of Rs 4.39 lacs. Since there is no profit, the Directors do
not recommend any amount to carry to any reserve. The nature of the
business remains the same throughout the reported financial year.
III- FUTURE OUTLOOK
The Management of the company has been working very dedicatedly to
monetize the funds wedged in the J.V Projects and under litigations,
also working on the effective utilization of realized funds to enhance
the shareholders wealth.
IV- DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
V- PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public.
VI- DIRECTORS APPOINTED AND RESIGNED/RETIRED Mr. Sapan Mohan Garg
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article 96 of the Articles of Association of the Company, Mr.
Sapan Mohan Garg (DIN: 00061098) Director of the company, retire by
rotation at the ensuing Annual General Meeting of the Company, being
eligible, offer himself for reappointment.
Mrs. Kirti Gupta
As per the amended listing agreement and as per section 149 of the
Companies Act, 2013 every listed company should have a woman director
on its board therefore, the Board of Directors at their meeting held on
28.01.2015 co-opted Mrs. Kirti Gupta (DIN: 02887259) in the Board as
Additional Director (Independent) as per section 161 of the Company
Act, 2013 her tenure of office expires at the ensuing Annual General
Meeting, being eligible, offer herself for reappointment.
Brief resume of the Directors seeking reappointment, nature of their
expertise in specific functional areas, names of companies in which
they hold directorships and memberships/chairmanships of Board
Committees, as stipulated under Clause 49 of Listing Agreement with the
Stock Exchanges in India, are provided in the Report on Corporate
Governance, forming part of the Annual Report.
VII- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section forming part of the Annual Report.
VIII- CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a detailed report on Corporate Governance is included in the
Annual Report. A Certificate from a Practicing Chartered Accountant,
certifying Company's compliance with the requirements of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to the Corporate Governance Report.
IX- AUDITORS
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N), Statutory Auditors of the Company was reappointed in the last
AGM for next three years. As per section 139 of the Companies Act,
2013, the same needs to be ratified by the members of the company. The
Board recommends the members to ratify the balance term of appointment
of statutory auditors for the period of 2 years in the forthcoming
Annual General Meeting.
X- COMMENTS/EXPLANATION ON AUDITORS' REPORT
I- The Statutory Auditor report
The report submitted by the Statutory Auditors is included in this
annual report and since there are no adverse comments of the auditors
in their report. Therefore, no comment/explanation needs to be given
herein.
II- The Secretarial Audit report:
The report submitted by the Secretarial Auditor is included in this
annual report as Annexure: 1 and explanation to their qualifications
are as under:
1) To comply with the requirements of section 203 of the Companies Act,
2013, the Board of Directors in their meeting held on 28th May, 2015
has appointed Mr. Sumeer Narain Mathur as the CFO of the Company. Now,
w.e.f 28th May, 2015, he shall hold the post of Chief Financial Officer
(CFO) in addition to the post of Company Secretary.
2) The company has collected deposits of Rupees One lac in case of
regularization of Mrs. Kirti Gupta & re- appointment of Mr. Piyush
Prakash from the member who proposes their candidature in the ensuing
Annual General Meeting
XI- PARTICUALARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186.
The company has neither granted nor provided any guarantee or made
investment attracting the provisions of section 186 of the Companies
Act, 2013.
XII- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION
OF THE COMPANY
There were no such material changes and commitments occurred between
the date of board report and the 31st March, 2015.
XIII- INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013
A) CONSERVATION OF ENERGY
In absence of any manufacturing activities, no details have been given
as required under Section 134 of the Companies Act, 2013 and the rules
framed there under.
B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 134 of the Companies Act, 2013 and the rules
framed there under.
C) FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year.
XIV- DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to the Directors' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the loss of the
company for that period.
3. That the Directors had taken proper and sufficient care 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;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2015 on a going concern basis.
5. 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.
6. That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such system were
adequate and operating effectively.
XV- INDEPENCE OF INDEPENDENT DIRECTORS
That in pursuance of section 149 (7) of the Companies Act,2013 all the
Independent Directors have given the declaration of their independence
complying with the criteria as prescribed in section 149(6) and has
been taken on record.
XVI- POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT
The company has already having a Nomination and Remuneration committee
to take care of the appointment of Directors, KMP & other employees and
determining their qualifications, attributes independence etc.
XVII- DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The board has laid down a committee of risk management comprising three
independent directors to lead the same and to manage the risk involved
in the business of the company.
XVIII- DEVELOPMENT AND IMPLEMENTATION OF A POLICY ON CORPORATE SOCIAL
RESPONSIBILITY.
The directors are of the view that since at present the company
doesn't fall in the category of the specified companies abide by the
CSR regulations therefore whenever company triggers that limit, the
board shall take care of the effective implementation of the CSR
provisions.
XIX- DETAILS OF TRAINING IMPARTED TO INDEPENDENT DIRECTORS
The Board has arranged on each board meeting for their Independent
Directors a session of Training after the routine affairs. The broad
object of such training sessions it to conversant the independent
directors with the Industry, Company, their role, rights &
responsibilities as a member of the board.
During the year under review two such sessions were organized which
were attended by all the independent directors most of the time and
were highly appreciated.
XX- DETAILS OF VIGIL MECHANISM
The company has laid down its vigil mechanism called "Whistle Blower
Policy" for directors and employees to report to the management
instances of unethical behavior, actual or suspected, fraud or
violation of the company's code of conduct or ethics policy. This
mechanism also has provision for direct access to the chairperson of
the Audit Committee Mr. Vishnu Gopal Rajgarhia in appropriate or
exceptional cases.
XXI- EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination & Remuneration Committee at its Meeting held on 28th
January,2015 and the Board of Directors at its Meeting held on 28th
January, 2015 respectively, had laid down criteria for performance of
evaluation of Directors, Chairperson, MD & CEO , Board Level Committees
and Board as a whole and also the evaluation process for the same.
The Statement indicating the manner in which formal annual evaluation
of the Directors, the Board and the Board Level Committees are given in
detail in the report on Corporate Governance which forms part of this
Annual Report.
The performances of Non Executive Directors, Chairperson, MD & the
Board as a whole were evaluated at the meeting of Independent Directors
meeting held on 31st March,2015 and the performance of the independent
directors were evaluated on the board meeting held on 28th May,2015.
XXII- INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
READ WITH RULE 4 & 5 OF THE COMPANIES APPOINTMENT & REMUNARATION OF
MANAGERIAL PERSONNEL RULES 2014
A detailed disclosure of the information as required is attached
herewith in the board report as Annexure: 2.
XXII- ABSRTRACT OF THE ANNUAL RETURN
Extract of the Annual Return in form MGT-9, as stipulated under section
134 of the Companies Act, 2013, is annexed at the end of the Board
Report as Annexure: 3.
XXIII- DETAILS OF SUBSIDIARIES, JV OR ASSOCIATES ENTERED/CEASED DURING
THE YEAR
During the year no Joint Venture Agreement, Subsidiary or associate
joined /ceased with the company.
XXIV- ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company at various levels, to the growth & success of the Company.
For and on behalf of the Board of Directors
Managing Director:
Dalip Singh Dasila
Din: 03613295
Address: 58-B, Block, Khanpur Extn,
M.B Road Near Khanpur,
New Delhi-62
Director: Vishnu Gopal Rajgarhia
Din: 00480125
New Delhi Address: C-740, New Friends Colony,
Date: 28th May, 2015 New Delhi-110065
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 23rd Annual Report
together with the audited accounts of the Company for the financial
year ended on March 31,2014.
FINANCIAL HIGHLIGHTS (Figures in Rupees)
Particulars Year ended Year ended
31.3.2014 31.3.2013
Income 1,11,44,957 97,72,992
Expenditure 1,02,51,262 89,28,405
Profit before tax 8,93,695 8,44,587
Provision fortax (including deferred tax) 4,53,939 4,21,914
Profit after tax 4,39,757 4,22,673
Balance carried forward to Balance
Sheet (9,44,81,791) (9,49,21,548)
REVIEW OF OPERATIONS & BUSINESS UPDATE
KEY FINANCIAL HIGHLIGHTS
Your company has recorded revenue of Rs 1.11 crores in financial year
2013-14 as compared to Rs 97.72 lacs in financial year 2012-13 an
increase of 14% The gross operating profit has also increased to Rs
8.93 lacs from Rs 8.44 lacs an increase of 6%. The profit after tax has
also recorded an increase of 4.05 % i.e. Rs 4.39 lacs from Rs 4.22
lacs.
FUTURE OUTLOOK
With the emergence of new government with full majority after 30 year
without any coalition, your company expects that economy will grow at a
faster pace and various new reforms for the upliftment of the Real
estate sector will be seen in near future. Your company believes that
new government to be formed under the dynamic leadership of Mr.
Narender Modi will create business friendly environment with clear
policies, easy tax laws, and overall development of Indian
infrastructure. Further rapid infrastructure development even in
smaller towns, with quick finance and improved standards of living will
keep pushing up the demand of housing projects.
DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public.
DIRECTORS
In accordance with the provisions of Section 255 and 256 of the
Companies Act, 1956 and Article 96 of the Articles of Association of
the Company, Mr. Manoj Gupta (DIN: 00061630) and Mr. Deepak Jalan
(DIN:01610473), Directors of the company, retire by rotation atthe
ensuing Annual General Meeting of the Company, and being eligible,
offer themselves for reappointment.
Brief resumes of the Directors seeking reappointment, nature of their
expertise in specific functional areas, names of companies in which
they hold directorships and memberships/chairmanships of Board
Committees, as stipulated under Clause 49 of Listing
Agreement with the Stock Exchanges in India, are provided in the Report
on Corporate Governance, forming part of the Annual Report.
LISTING AT STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with the
Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange
Limited (DSE). The listing fees payable to both the exchanges for the
financial year 2014-15 has been paid.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a detailed report on Corporate Governance is included in the
Annual Report. A Certificate from a Practicing Chartered Accountant,
certifying Company''s compliance with the requirements of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to the Corporate Governance Report.
AUDITORS & AUDITORS'' REPORT
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N),Statutory Auditors of the Company will retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. The Company has received a
certificate from the Auditors to the effect that their reappointment,
The Board recommends their re-appointment for balance term of 3
years.The Notes to the Accounts referred to in the Auditors'' Report are
self-explanatory and therefore do not call for any further explanation.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
A)CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings/outgo: NIL
B) PARTICULARS OF EMPLOYEES
None of the employees of the company are in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of
theCompaniesAc1956.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a 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 that period.
3. That the Directors had taken proper and sufficient care 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;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2014 on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company at various levels, to the growth & success of the Company.
For and on behalf of the Board of Directors
Dalip Singh Dasila
Managing Director
New Delhi Vishnu Gopal Rajgarhia
May 19, 2014 Director
Mar 31, 2012
To The Members of Wellesley Corporation Limited
(Formerly Known as Usha Housing Development Company Limited)
The Directors have pleasure in presenting the 2131 Annual Report
together with Audited Balance Sheet of the Company as at 31st March,
2012 and the Profit and Loss Account for the year ended on that date
and Auditor's Report thereon.
FINANCIAL HIGHLIGHTS (Figures in Rupees)
Particular Financial
Year ended Financial
Year ended
31.3.2012 31.3.2011
Income 39,63,858 95,00,723
Expenditure 32,24,005 93,60,893
Profit before tax 7,39,853 1,39,830
Provision fortax
(including deferred tax) 3,73,329 37,847
Profit aftertax 3,66,524 101,983
Balance carried
forward to Balance Sheet (9,53,44,221) (9,57,10,745)
DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
OPERATION AND FUTURE OUTLOOK
The year 2011-12 remained a very busy and happening year for your
company. The company has expanded its business to include in its kitty
trading activities of products such as chocolates, beauty and barter
trade along with the real estate business.
Your company believes that these sectors have immense potential and
entering into the same should help your company to establish and grow
in a speedy manner.
By this diversification of business your company has recorded 259%
increase in its net profit, inspite of the fact that the total turnover
has gone down from Rs 95 lacs to Rs 39 lacs .profit after tax has gone
up from Rs 1.01 lacs to Rs 3.66 lacs.
This year has been a good one, but it's just a beginning for
establishing and increasing its market share vis-a vis from big players
in the industry .The company has to go a long way with unique systems,
procedures and strong business strategies.
Inspite of all this still the Company has accumulated losses of more
than fifty percent of its net worth as at the end of financial year
31st March,2012.
DIRECTORS
Mr. Sanjeev Saxena and Mr Sapan Mohan Garg retire by rotation and being
eligible offer themselves for re-appointment. DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' Responsibility Statement, it
is hereby confirmed:
1. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a 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 that period.
3. that the Directors had taken proper and sufficient care 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2012 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N), Statutory Auditors of the Company hold office up to the
conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Company has received
communication from them to the effect that their appointment, if made,
would be within the limits prescribed under Section 224(1 B) of the
Companies Act, 1956. They are proposed to be appointed as Auditors of
the Company for the financial year 2012-13.
AUDITOR REPORT
The Company has accumulated losses of more than fifty percent of its
net worth as at the end of financial year 31st March, 2012. However
the company has not incurred cash losses during the financial year.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the Company. As
required under clause 49 of the Listing Agreement, Corporate Governance
Report along with the necessary certificates and Management Discussion
and Analysis Report are annexed as Annexure I & II and form an integral
part of this Annual Report.
LISTING ARRANGEMENTS
The Company is listed at Bombay and Delhi Stock Exchanges. The Company
has paid listing fee to the Bombay and Delhi Stock Exchanges for the
financial year 2012-13.
DEMATERIALIZATION OF SHARES
As on date the company's shares are in Physical Form. The Company had
made application to the Central Depository Services Limited for
dematerialization of its securities. The application was rejected by
the Depository on the ground that the net worth of the Company has been
eroded by more than 50%.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under. Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
Wellesley Corporation Limited
Dated: 07.08.2012 Dalip Singh Dasila Deepak Jalan
Place: New Delhi Managing Director Director
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report together
with Audited Balance Sheet of the Company as at 31st March, 2010 and
the Profit and Loss Account for the year ended on that date and
Auditors Report thereon.
FINANCIALS HIGHLIGHTS (Amount in Rupees)
Particular Financial Year Financial Year
ended 31.3.2010 ended 31.3.2009
Income 7,66,864 4,64,040
Expenditure 7,27,715 2,14,2111
Profit before tax 39,149 (16,78,071)
Provision for tax (including
deferred tax) (85,94,754) -
Profit after tax 86,33,903 (16,78,071)
Balance carried forward to
Balance Sheet (9,58,12,728) (10,44,46,631)
DIVIDEND
In orderto conserve funds fortaking up execution of projects and
expansion programme, the Directors do not recommend any dividend during
the year.
OPERATION AND FUTURE OUTLOOK
Usha Housing Development Company Limited is in the business of real
estate development, construction and facility management service. The
Company has not executed any major projects during the year and the
turnover mostly consists of receipts on account of rent and property
maintenance fees. In view of the revival sign in the real estate
market, management of the Company is planning to raise funds through
out of court settlement of its disputed assets and then utilizing the
funds to execute new projects.
The Company has accumulated losses of more than fifty percent of its
net worth as at the end of financial year 31st March, 2010. However the
Company has not incurred cash losses during the financial year.
DIRECTORS
Dr. M. C. Gupta and Mr Amar Singh retire by rotation and being eligible
offers himself for re-appointment.
DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217
(2A) of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confirmed:
1. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
3. that the Directors had taken proper and sufficient care 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2010 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office up to the conclusion to the ensuing Annual
General Meeting. The company has received communication fromthemto the
effect that theirappointment, if made, would be within the limits
prescribed under Section 224(1 B) of the Companies Act, 1956.
The SEBI has issued a Circular directing the Stock Exchanges for
various amendments to the Listing Agreement(s), which inter-alia, make
it incumbent for the Listed Companies to appoint only those auditors
who have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and who hold a valid
certificate issued by the "Peer Review Board" of the said Institute.
The aforesaid auditors have assured us thatthey will soon betaking up
the issue of peer review process of their firm with the Institute to
obtain the requisite Certificate to fall in line with the SEBI
Circular. Your Directors agree with the proposal of the Auditors and
accordingly propose their appointment as Auditors of the Company for
the financial year 2010-11.
AUDITOR REPORT
The observation of the Auditors in their Report to the members on the
Annual Accounts for the period ended on 31.03.2010 have been explained
in Schedule-8 in the notes to accounts attached to the Annual Accounts
which is self-explanatory.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the Company. As
required under clause 49 of the Listing Agreement, Corporate Governance
Report alongwith the necessary certificates and Management Discussion
and Analysis Report are annexed as Annexure I & II and form an integral
part of this Annual Report.
LISTING ARRANGEMENTS
The Company is listed at Bombay and Delhi Stock Exchanges. The Delhi
Stock Exchange Limited has already revoked the suspension of the
securities of the Company w.e.f. 12.10.2009. The Company has paid
listing fee to the Delhi Stock Exchange up to March, 2010.The Company
has also approached the Bombay Stock Exchange Limited for revocation of
suspension in the trading of securities of the Company and submitted
the papers/documents pertaining to earlier non- compliances to the
Exchange.
The case of the Company for revocation of suspension of its securities
is underactive consideration of the Bombay Stock Exchange Limited and
that the Company will pay the listing fee alongwith the arrears soon on
receipt of the in-principle approval of the Exchange..
DEMATERIALIZATION OF SHARES
As on date the companys shares are in Physical Form. As the Delhi
Stock Exchange Limited has revoked the suspension of the securities of
the Company and also submitted the papers/documents pertaining to the
earlier compliances to the Bombay Stock Exchange Limited for revocation
of the suspension of the securities, the Company has also initiated
active steps for dematerialization its securities and is in the process
of making requisite applications to the Depositories forthe same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
For Usha Housing Development Company Limited
Dated : 29.04.2010 Dr. M. C. Gupta Deepak Jalan
Place : New Delhi Director Director
Mar 31, 2009
The Directors have pleasure in presenting the Annual Report together
with Audited Balance Sheet of the Company as at 31st March, 2009 and
the Profit and Loss Account for the year ended on that date and
Auditors Report thereon.
FINANCIAL HIGHLIGHTS
Particulars Financial Year Financial Year
ended 31.3.2009 ended 31.3.2008
Income 4,64,040 2,41,940
Expenditure 21,03,698 2,07,889
Profit before tax (16,78,071) (66,307)
Fringes benefit tax &
provision for current tax 0 0
Profit after tax (16,78,071) (66,307)
Balance carried forward to
Balance Sheet (10,44,46,631) (10,27,68,560)
DIVIDEND
In view of the accumulated losses incurred by the Company, the
Directors do not recommend any dividend during the year.
OPERATION AND FUTURE OUTLOOK
Usha Housing Development Company Limited is in the business of real
state development, construction and facility management service. In
view of market recession, company has not executed any projects during
the year and accordingly there is no turnover except receipts on
account of rent and property maintenance Fees.
The company has accumulated losses of more than fifty percent of its
net worth as at the financial year 31st March, 2009 and the company has
incurred cash losses during such financial year and also in the
financial year immediately preceding financial year.
In spite of the pending legal cases, suspension of listing from Bombay
Stock Exchange and Delhi Stock Exchange, Management of the company is
of the opinion that company is a going concern as the management is
trying its best to recover of the pending dues and is taking suitable
steps for revival of the company.
DIRECTORS
Mr. Deepak Jalan retires by rotation and being eligible offers himself
for re-appointment. Shri Sapan Mohan Garg, Shri Sanjeev Saxena and
Shri Manoj Gupta have joined the Board from 29.07.2009. All these
additional directors hold office upto the date of forthcoming Annual
General Meeting of the Company. We have received notices from them
under section 257 of the Companies Act, 1956, proposing their
candidature for appointment as directors of the Company.
DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS RESPONSD3ILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confirmed:
l.that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2.that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period.
3.that the Directors had taken proper and sufficient care 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2009 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office up to the conclusion to the ensuing Annual
General Meeting. The company has received communication from them to
the effect that their appointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956. They are
proposed to be appointed as Auditors of the Company for the financial
year 2009-10.
AUDITOR REPORT
The observations of the Auditors in their report to the members on the
Annual Accounts for the period ended on 31.03.2009 have been explained
in Schedule-6 in the notes to accounts attached to the Annual Accounts,
which are self explanatory.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the company. As
required under clause 49 of the Listing Agreement, Management
Discussion and Analysis Report, Corporate Governance Report and the
Auditors Certificate regarding the same is annexed forms an integral
part of this Annual Report.
DEMATERIALIZATION OF SHARES
As on date the companys shares are in Physical Form. The Company
having approached the Delhi Stock Exchange Limited under the Amnesty
scheme is taking active steps for dematerializing its securities and is
proposing to apply to the Depositories for the same.
LISTING ARRANGEMENTS
The companys shares are listed with the Bombay Stock Exchange Limited
and Delhi Stock Exchange Limited. The securities of the Company are
under suspension and are not traded at the Stock Exchanges. The.
Company has applied to the Delhi Stock Exchange Limited under the
"Amnesty Scheme to listed Companies" and submitted the requisite
papers/documents alongwith the dues of listing fee. We are hopeful of
revocation of the suspension of the securities of the Company by the
Exchange and are awaiting approval of the exchange.
We are also taking active steps for approaching the Bombay Stock
Exchange Limited and are in the process of getting the suspension of
the securities revoked by the Exchange also. We will settle the dues
and make compliance with the Listing Agreement of the Bombay Stock
Exchange Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
For Usha Housing Development Company Limited
Dr. Mam Chand Gupta Deepak jalan
Director Direeror
Dated: 29.07.2009
Place: New Delhi