Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company together with the Audited
Accounts for the financial year ended March 31,2014.
Financial Highlights
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Amt. in Rs. Lacs)
Particulars Financial Year ended
March 31,2014 March31,2013
Total Income 355.24 524.94
Less: Operating Expenses 263.85 3215.57
Gross Profit before Interest and Depreciation 91.39 (2,690.63)
Less: (i) Interest 42.76 179.47
(ii) Depreciation 251.85 35.80
Profit before exceptional items and tax (203.22) (2,905.90)
Add: Exceptional Items  3,027.91
Profit/(Loss) before tax (203.22) 122.01
Less: Provision for Tax:
(i) Deferred Tax (65.01) (250.79)
(ii) Income Tax of Earlier Year 2.67 0.53
Profit/(Loss) after tax transferred to
Balance Sheet (140.88) 372.27
Paid-up Share Capital 2,036.87 2,036.87
Reserves and Surplus 2,574.99 2,715.87
Year in retrospect and overview
(i) Financial Performance
During the year under review, the total income of the Company was Rs.
355.24 Lac as against Rs. 524.94 Lac in previous year ended March 31,
2013. The Company suffered a loss of Rs. 140.88 Lac as against profit
of Rs. 372.27 Lac in the previous year. Loss during the year is mainly
due to lower income and excess depreciation of Rs. 251.85 Lac (Previous
Year 35.80 Lac).
(ii) Listing of Equity Shares at BSE Ltd.
During the year under review, the Company has received the listing and
trading approval dated March 7, 2014 from BSE Ltd. (BSE) for its entire
equity share capital i.e. 1,03,68,660 shares, pursuant to application
under direct listing route. With effect from March 12,2014, the equity
shares of the Company are listed and admitted to dealings on BSE.
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement is given separately and forms part of this
Report.
Subsidiaries
Your Company has the following subsidiaries as on March 31, 2014:
1. M/sAuxin Engineering Ltd.
2. M/s Valley Compute Ltd.*
3. M/s York Calltech Pvt.Ltd.**
4. M/s GST Hotel & Resorts Pvt. Ltd.**
5. M/s Ambience Buildtech Pvt. Ltd.***
* Subsidiary of M/sAuxin Engineering Ltd.
** Subsidiary of M/s Valley Computech Ltd.
*** During the current financial year ended March 31,2014, M/s Valley
Compute Ltd. acquired entire shareholding of M/s Ambience Build tech
Pvt. Ltd. Accordingly, M/sAmbience Build tech Pvt. Ltd. became wholly
owned subsidiary of M/s Valley Compute Ltd.
Consolidated Financial Statement
A statement regarding particulars of the subsidiaries of the Company
forms part of the Annual Accounts of the Company. As per Section 212 of
the Companies Act, 1956, the Annual Reports of the aforesaid
subsidiaries are attached with this Annual Report.
Further in accordance with Accounting Standard-21, a Consolidated
Financial Statement of the Company and its subsidiaries forms part of
this Annual Report.
Other Material Changes
Save as aforesaid in this Report, no material changes and commitments
affecting the financial position of the Company have occurred between
the end of the financial year of the Company i.e. March 31,2014 and the
date of this Report.
Dividend
Keeping in view the future fund requirements of the Company, it is
necessary for the Company to plough back its profits into the business,
and hence the Directors do not recommend any dividend for the year
ended March 31,2014.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of Section 58A of the Companies Act, 1956.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Listing Fees
The Equity Shares of the Company are listed on the BSE Ltd., Delhi
Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana
Stock Exchange Ltd. The Company has already paid listing fees to these
Stock Exchanges except Ludhiana Stock exchange upto the financial year
2014 -15. The Ludhiana Stock Exchange has advised the Company to hold
the payment of listing fees for the year 2014-2015, till further
instructions as the said Exchange is under process of disbanding but no
official communication has yet been received in this regard.
Corporate Governance Report
The Corporate Governance Report, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, forms part of this Report.
The requisite Compliance Certificate issued by M/s Naresh Verma &
Associates, Company Secretaries, in line with Clause 49 of the Listing
Agreement is annexed and forms part of the Corporate Governance Report.
Audit Committee
During the year, the Audit Committee Meetings were conducted as per the
provisions of listing agreement with the Stock Exchanges. The details
about the functioning of the committee are being enumerated in the
Corporate Governance Report Section which is part of the Annual Report
for the year ending March 31,2014.
Directors
In order to comply with the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Sandeep Sethi, Managing Director and Mr.
Gurupreet Sangla, Jt. Managing Director, have voluntarily offered
themselves to retire by rotation even though the Articles of
Association do not permit their retirement by rotation. Accordingly,
Mr. Sandeep Sethi will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. Keeping
in view his expertise, experience and knowledge, the Board considers it
desirable to continue to avail his services and recommends his re-
appointment.
The Company had appointed Mr. Aman Batra, Mr. Harjit Singh Kalra, Mr.
Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia as Non-Executive
Independent Directors of the Company in terms of Clause 49 of the
Listing Agreement and Companies Act, 1956 and they have held the
positions as such for more than five years.
The provisions of the Companies Act, 2013 with respect to appointment
and tenure of the Independent Directors have come into effect from
April 1,2014. As per the said provisions, the Independent Directors
shall be appointed for not more than two terms of five years and shall
not be liable to retire by rotation at every Annual General Meeting.
The Board of Directors of the Company has decided to adopt the
provisions with respect to appointment and tenure of the Independent
Directors which is consistent with the Companies Act, 2013 and the
amended Listing Agreement. In view thereof, Mr. Aman Batra, Mr. Harjit
Singh Kalra, Mr. Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia,
non-executive directors of the Company, have given a declaration to the
Board that they meet the criteria of independence as provided under
Section 149(6) of the Companies Act, 2013. In the opinion of the Board,
each of these directors fulfill the conditions specified in the Act and
the Rules framed there under for appointment as Independent Director
and they are independent of the management.
Incompliance with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of these directors as Independent Directors
is now being placed before the Members for their approval.
Post closure of financial year under review, Mr. Harvinder Singh and
Mr. Sanjay Arora have resigned from the post of Executive Directors
with effect from July 1,2014. However, they will continue to remain as
Director on the Board of the Company.
Brief resume and other details relating to Directors, who are to be
re-appointed as stipulated under Clause 49(IV)(G) of the Listing
Agreement, are furnished in the Corporate Governance Report forming
part of the Annual Report.
Auditors
M/s L.D. Saraogi & Co., Chartered Accountants (Firm Regn. No. 005524N),
and M/s VSD & Associates, Chartered Accountants (Firm Regn. No.
008726N), joint Statutory Auditors of the Company retire at the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment.
In terms of Section 139 of the Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014, M/s L.D. Saraogi & Co., Chartered
Accountants and M/s VSD & Associates, Chartered Accountants are
eligible to be reappointed for a period of 3 years which is subject to
annual ratification by the members of the Company. The Board of
Directors upon the recommendation of the Audit Committee, proposes the
re-appointment of M/s L.D. Saraogi & Co., Chartered Accountants and M/s
VSD & Associates, Chartered Accountants as joint statutory auditors of
the Company until the conclusion of next Annual General Meeting. Your
Directors recommend their re-appointment.
Auditors'' Report
The observation of the Auditors along with comments of the Board of
Directors thereon is as follows:
1. The Auditors have made an observation regarding delay in payment of
statutory dues as referred to in point (ix)(b) of the Annexure to the
Auditors'' Report.
As regards the above observation of Auditors, the Board clarifies that
the Company has made the payment of Property Tax along with interest,
with appropriate authorities, after the Balance Sheet date.
2. The Auditors have made an observation regarding payment of disputed
amount as referred to in point (ix)(c) of the Annexure to the Auditors''
Report.
In the opinion of the Board, the comment of the Auditors read with the
Note no. 34 of Notes to Financial Statements is self explanatory and do
not warrant any specific clarification.
Accounts along with notes and Auditors'' Report (except as aforesaid)
are self explanatory and do not require further explanation and
clarification. Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
The following information is given in accordance with the provisions of
Section 217(1)(e) of the Companies Act, 1956 and the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988:
(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
(b) Export Activities: There was no export activity in the Company
during the year under review.
(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings
and expenditure of the Company during the year under review were
Nil(PreviousYear:Nil)andRs. 19,077/- (Previous Year: Rs. 17,004/-)
respectively on account of membership fees of US Green Building
Council.
Directors'' Responsibility Statement
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm that:
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
(b) appropriate accounting policies have been selected and applied
consistently, and they have 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 financial year and of the
Loss of your Company for that period;
(c) proper and sufficient care has been taken 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 fraud and other irregularities; and
(d) the Annual Accounts have been prepared on a going concern basis.
Acknowledgement
The Board acknowledges with gratitude the co-operation and assistance
provided to your Company by its bankers and government as well as non-
governmental agencies. The Board wishes to place on record its
appreciation to the committed services and contributions made by
employees of the Company. Your Directors also thank the tenants,
vendors and other business associates for their continued support. Your
Directors are thankful to the shareholders for their continued
patronage and are confident that with their continued contributions and
support, the Company will achieve its objectives and emerge stronger in
the coming years.
For and on behalf of Board of Directors
Sd/- Sd/-
Sandeep Sethi Gurupreet Sangla
Managing Director Jt. Managing Director
DIN:00053915 DIN:00036988
New Delhi
August14, 2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report on
the business and operations of the Company together with the Audited
Accounts for the financial year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Amount in Rs. Lacs)
Financial Year ended
Particulars March 31, 2013 March 31, 2012
Total Income 524.94 2,667.18
Less: Operating Expenses 3215.57 633.33
Gross Profit before Interest
and Depreciation (2,690.63) 2,033.85
Less: (i) Interest 179.47 1,272.40
(ii) Depreciation 35.80 225.81
Profit before exceptional
items and tax (2,905.90) 535.64
Add: Exceptional Items 3,027.91 0.00
Profit before tax 122.01 535.64
Less: Provision for Tax:
(i) Net Current Tax - 0.87
(ii) Deferred Tax (250.79) 12.93
(iii) Income Tax of Earlier Year 0.53 -
Profit after tax transferred to
Balance Sheet 372.27 521.84
Paid-up Share Capital 2,036.87 2,036.87
Reserves and Surplus 2,715.87 2,343.60
Year in retrospect and overview
(i) Financial Performance
During the year under review, the total income of the Company was Rs.
524.94 Lac as against Rs. 2,667.18 Lac in previous year ended March 31,
2012. The Company earned a profit of Rs. 372.27 Lac as against profit
of Rs. 521.84 Lac in the previous year.
Exceptional items for the year ended March 31, 2013 include a profit of
Rs. 15,392.84 Lacs on transfer of approved and notified Industrial Park
of the Company situated at Noida and a loss of Rs. 12,364.93 Lacs on
transfer of Company''s entire investment in the shares of one of its
wholly owned subsidiary to its another wholly owned subsidiary as a
part of the corporate restructuring undertaken by the Company.
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement is given separately and forms part of this
Report.
Subsidiaries
Your Company has the following subsidiaries as on March 31, 2013:
1. M/s Auxin Engineering Ltd.
2. M/s Valley Computech Ltd.
3. M/s York Calltech Pvt. Ltd.
4. M/s GST Hotel & Resorts Pvt. Ltd.
* During the current financial year:
a) M/s Auxin Engineering Ltd. has become the wholly owned subsidiary of
the Company from the start of financial year 2012-13.
b) M/s Valley Computech Pvt. Ltd. has converted into a public limited
company and consequently its name is changed to Valley Computech Ltd.
c) The Company sold its entire shareholding in M/s Valley Computech
Ltd. to one of its wholly owned subsidiaries, M/s Auxin Engineering
Ltd. Henceforth, the Company became Ultimate Holding Company of M/s
Valley Computech Ltd.
d) M/s Valley Computech Ltd. acquired 100% equity shareholding of M/s
GST Hotel & Resorts Pvt. Ltd. Subsequently, the Company has become the
Ultimate Holding Company of M/s GST Hotel & Resorts Pvt. Ltd.
After the closure of the financial year ended March 31, 2013, M/s
Valley Computech Ltd. acquired entire shareholding of M/s Ambience
Buildtech Pvt. Ltd. Accordingly, M/s Ambience Buildtech Pvt. Ltd.
became wholly owned subsidiary of M/s Valley Computech Ltd. with effect
from June 1, 2013.
Consolidated Financial Statement
A statement regarding particulars of the subsidiaries of the Company
forms part of the Annual Accounts of the Company. As per Section 212 of
the Companies Act, 1956, the Annual Reports of the aforesaid
subsidiaries are attached with this Annual Report.
Further in accordance with Accounting Standard-21, a Consolidated
Financial Statement of the Company and its subsidiaries forms part of
this Annual Report.
Other Material Changes
Save as aforesaid in this Report, no material changes and commitments
affecting the financial position of the Company have occurred between
the end of the financial year of the Company i.e. March 31, 2013 and
the date of this Report.
Dividend
Keeping in view the future fund requirements of the Company, it is
necessary for the Company to plough back its profits into the business,
and hence the Directors do not recommend any dividend for the year
ended March 31, 2013.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of Section 58A of the Companies Act, 1956.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Listing Fees
The Equity Shares of the Company are listed on the Delhi Stock Exchange
Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange
Ltd. The Company has already paid listing fees to these Stock Exchanges
upto the financial year 2013 - 14.
Corporate Governance Report
The Corporate Governance Report, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, forms part of this Report.
The requisite Compliance Certificate issued by M/s Naresh Verma &
Associates, Company Secretaries, in line with Clause 49 of the Listing
Agreement is annexed and forms part of the Corporate Governance Report.
Audit Committee
During the year, the Audit Committee Meetings were conducted as per the
provisions of listing agreement with the Stock Exchanges. The details
about the functioning of the committee are being enumerated in the
Corporate Governance Report Section which is part of the Annual Report
for the year ending March 31, 2013.
Directors
In accordance with the relevant provisions of the Companies Act, 1956
and Article 102 of the Articles of Association of the Company, Mr.
Rajvir Sharma and Mr. Harvinder Singh are liable to retire by rotation
and being eligible, offer themselves for re-appointment. Keeping in
view their expertise, experience and knowledge, the Board considers it
desirable to continue to avail their services and recommends their
re-appointment.
Brief resume and other details relating to Directors, who are to be
re-appointed as stipulated under Clause 49(IV)(G) of the Listing
Agreement, are furnished in the Corporate Governance Report forming
part of the Annual Report.
Auditors
The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered
Accountants and M/s VSD & Associates, Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting. Both
the Auditors have confirmed their eligibility and willingness to accept
office, if re-appointed. The Company has received written confirmation
from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect
that their re-appointment, if made, would be within the limits of
Section 224(1B) of the Companies Act, 1956. Your Directors recommend
their re-appointment.
Auditors'' Report
The observation of the Auditors along with comments of the Board of
Directors thereon is as follows:
1. The Auditors have made an observation regarding delay in payment of
statutory dues as referred to in point (ix)(b) of the Annexure to the
Auditors'' Report.
As regards the above observation of Auditors, the Board clarifies that
the Company has paid all the statutory dues in respect of TDS, Service
Tax, along with upto date interest, with appropriate authorities, after
the Balance Sheet date.
2. The Auditors have made an observation regarding payment of disputed
amount as referred to in point (ix)(c) of the Annexure to the Auditors''
Report.
In the opinion of the Board, the comment of the Auditors read with the
Note no. 38 of Notes to Financial Statements is self explanatory and do
not warrant any specific clarification.
Accounts along with notes and Auditors'' Report (except as aforesaid)
are self explanatory and do not require further explanation and
clarification.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The following information is given in accordance with the provisions of
Section 217(1)(e) of the Companies Act, 1956 and the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988:
(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
(b) Export Activities: There was no export activity in the Company
during the year under review.
(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings
and expenditure of the Company during the year under review were Nil
and Rs. 17,004/- as compared to Nil and Rs. 15,563/- in the previous
year respectively on account of membership fees of US Green Building
Council.
Directors'' Responsibility Statement
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm that:
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
(b) appropriate accounting policies have been selected and applied
consistently, and they have 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 financial year and of the
Profit of your Company for that period;
(c) proper and sufficient care has been taken 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 fraud and other irregularities; and
(d) the Annual Accounts have been prepared on a going concern basis.
Acknowledgement
The Board acknowledges with gratitude the co-operation and assistance
provided to your Company by its bankers and government as well as
non-governmental agencies. The Board wishes to place on record its
appreciation to the committed services and contributions made by
employees of the Company. Your Directors also thank the tenants,
vendors and other business associates for their continued support. Your
Directors are thankful to the shareholders for their continued
patronage and are confident that with their continued contributions and
support, the Company will achieve its objectives and emerge stronger in
the coming years.
For and on behalf of the Board of Directors
Sd/- Sd/-
New Delhi Sandeep Sethi Gurupreet Sangla
August 1, 2013 Managing Director Jt. Managing Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the 19th Annual Report on
the business and operations of the Company together with the Audited
Accounts for the financial year ended March 31, 2012.
FINANCIAL HIGHLIGHTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Amount in Rs. Lacs)
Financial Year ended
Particulars March 31, 2012 March 31, 2011
Total Income 2,666.97 1,994.86
Less: Operating Expenses 633.12 651.30
Gross Profit before Interest
and Depreciation 2,033.85 1,343.56
Less : (i) Interest 1,272.40 1,018.06
(ii) Depreciation 225.81 240.98
Profit before exceptional items and tax 535.64 84.52
Less : Exceptional Items 0.00 25.52
Profit before tax 535.64 59.00
Less : Provision for Tax:
(i) Current Tax 107.17 10.94
(ii) Deferred Tax 12.93 6.85
(iii) MAT Credit (106.30) (4.98)
Profit after tax transferred to
Balance Sheet 521.84 46.19
Paid-up Share Capital 2,036.87 1,691.24
Reserves and Surplus 2,343.60 2,167.38
Year in retrospect and overview
(i) Financial Performance
During the year under review, the total income of the Company was Rs.
2,666.97 Lac as against Rs. 1,994.86 Lac in previous year ended March
31, 2011. The Company earned a profit of Rs. 521.84 Lac as against
profit of Rs. 46.19 Lac in the previous year.
(ii) Listing of Bonus Shares at Stock Exchanges
During the year, 34,56,220 fully paid Equity shares allotted to
shareholders pursuant to bonus issue are also listed on the Delhi Stock
Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock
Exchange Ltd.
(iii) Sale of Business Undertaking
During the year, the Company had signed definitive agreements with some
investors for selling one of its business undertakings situated at
Noida, as a going concern on a slump sale basis. The closure of the
sale transaction was subject to fulfillment of certain conditions
precedent as per the definitive agreements and subject to necessary
regulatory approvals to be obtained by the Com- pany. As on March 31,
2012, the closure of above transaction was pending.
After the closure of financial year, the above sale transaction got
materialized at a sale consideration of Rs. 206.03 Crore upon
fulfillment of necessary precedent conditions and obtaining of the
required regulatory approvals. Accordingly, the effect of above sale
transaction shall be taken into account in the financial statements for
the year 2012 - 2013.
(iv) Term Loan from Punjab & Sind Bank
After the closure of financial year ended March 31, 2012, the Company
has repaid, in full, the outstanding amounts in the OD and term loan
accounts with Punjab & Sind Bank. Consequent upon closure of term
loans, mortgage on Company''s properties situated at Sector  16A, Noida
and Sector  34, Gurgaon have been released. Hence, no secured loan
exists in the Company at the time of signing this Report.
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement is given separately and forms part of this
Report.
Subsidiaries
Your Company has the following subsidiaries as on March 31, 2012:
1. M/s Noida Towers Pvt. Ltd.*
2. M/s Valley Computech Pvt. Ltd.
3. M/s York Calltech Pvt. Ltd.
*During the current financial year, the Company floated a wholly owned
subsidiary, Noida Towers Pvt. Ltd. After the closure of financial year,
the Company transferred the entire shareholding of Noida Towers Pvt.
Ltd. on May 25, 2012, as a result of which Noida Towers Pvt. Ltd.
ceased to be a wholly owned subsidiary company of ETT Limited.
Consolidated Financial Statement
A statement regarding particulars of the subsidiaries of the Company
forms part of the Annual Accounts of the Company. As per Section 212 of
the Companies Act, 1956, the Annual Reports of the aforesaid
subsidiaries are attached with this Annual Report.
Further in accordance with Accounting Standard-21, a Consolidated
Financial Statement of the Company and its subsidiaries forms part of
this Annual Report. However one of the Subsidiaries of the Company, M/s
Noida Towers Pvt. Ltd. has been excluded from consolidation as the
control of same was intended to be temporary. The said subsidiary was
acquired and held exclusively with a view to its subsequent disposal in
near future.
As Noida Towers Pvt. Ltd. ceased to be a subsidiary company of ETT
Limited well before the finalization of its Directors report, copy of
its Directors report has not been attached in terms of Section 212.
Other Material Changes
Save as aforesaid in this Report, no material changes and commitments
affecting the financial position of the Company have occurred between
the end of the financial year of the Company i.e. March 31, 2012 and
the date of this Report.
Dividend
Keeping in view the future fund requirements of the Company, it is
necessary for the Company to plough back its profits into the business,
and hence the Directors do not recommend any dividend for the year
ended March 31, 2012.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of Section 58A of the Companies Act, 1956.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Listing Fees
The Equity Shares of the Company are listed on the Delhi Stock Exchange
Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange
Ltd. The Company has already paid listing fees to these Stock Exchanges
upto the financial year 2012 - 13.
Corporate Governance Report
The Corporate Governance Report, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, forms part of this Report.
The requisite Compliance Certificate issued by M/s Naresh Verma &
Associates, Company Secretaries, in line with Clause 49 of the Listing
Agreement is annexed and forms part of the Corporate Governance Report.
Audit Committee
During the year, the Audit Committee Meetings were conducted as per the
provisions of listing agreement with the Stock Exchanges. The details
about the functioning of the committee are being enumerated in the
Corporate Governance Report Section which is part of the Annual Report
for the year ending March 31, 2012.
Directors
In accordance with the relevant provisions of the Companies Act, 1956
and Article 102 of the Articles of Association of the Company, Mr.
Ratinder Pal Singh Bhatia and Mr. Harjit Singh Kalra are liable to
retire by rotation and being eligible, offer themselves for re-
appointment. Keeping in view their expertise, experience and knowledge,
the Board considers it desirable to continue to avail their services
and recommends their re-appointment.
Mr. Aman Batra has been appointed as an Additional Director of the
Company w.e.f. May 15, 2012. The Board is proposing to appoint him as
an Ordinary Director in the ensuing Annual General Meeting. The Company
has received the Notice in writing along with the requisite deposit
under Section 257 of the Companies Act, 1956 proposing his candidature
for the office of Director of the Company in the ensuing Annual General
Meeting.
Brief resume and other details relating to Directors, who are to be
re-appointed as stipulated under Clause 49(IV)(G) of the Listing
Agreement, are furnished in the Corporate Governance Report forming
part of the Annual Report.
Auditors
The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered
Accountants and M/s VSD & Associates, Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting. Both
the Auditors have confirmed their eligibility and willingness to accept
office, if re-appointed. The Company has received written confirmation
from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect
that their re-appointment, if made, would be within the limits of
Section 224(1B) of the Companies Act, 1956. Your Directors recommend
their re-appointment.
Auditors'' Report
The observation of the Auditors along with comments of the Board of
Directors thereon is as follows:
The Auditors have made an observation regarding demand of Entry Tax as
referred to in point (ix)(c) of the Annexure to the Auditors'' Report.
In the opinion of the Board, the comment of the Auditors read with Note
no. 36 is self explanatory and do not warrant any specific
clarification.
Accounts along with notes and Auditors'' Report (except as aforesaid)
are self explanatory and do not require further explanation and
clarification.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The following information is given in accordance with the provisions of
Section 217(1)(e) of the Companies Act, 1956 and the Compa- nies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988:
(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
(b) Export Activities: There was no export activity in the Company
during the year under review.
(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings
and expenditure of the Company during the year under review were Nil
and Rs. 15,563/- as compared to Nil and Rs. 14,083/- in the previous
year respectively on account of membership fees of US Green Building
Council.
Directors'' Responsibility Statement
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm that:
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
(b) appropriate accounting policies have been selected and applied
consistently, and they have 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 financial year and of the
Profit of your Company for that period;
(c) proper and sufficient care has been taken 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 fraud and other irregulari- ties; and
(d) the Annual Accounts have been prepared on a going concern basis.
Corporate Social Responsibility
The Company organized the following events at its corporate office at
Plot no. 15-16, Sector-16A, Noida, to step ahead in its drive towards
social responsibility:
(a) UID-Aadhaar Enrollment Station was placed through a registered
agency for issue of Unique Identification number to all the employees
of tenant companies.
(b) Donation collection centre was organized by Sacred Charitable and
Social Trust for upbringing the neglected part/ weaker section of the
society.
Employees of the Company actively participated in above activities with
great zeal and enthusiasm.
Acknowledgement
The Board acknowledges with gratitude the co-operation and assistance
provided to your Company by its bankers and government as well as
non-governmental agencies. The Board wishes to place on record its
appreciation to the committed services and contributions made by
employees of the Company. Your Directors also thank the tenants,
vendors and other business associates for their continued support. Your
Directors are thankful to the shareholders for their continued
patronage and are confident that with their continued contri- butions
and support, the Company will achieve its objectives and emerge
stronger in the coming years.
For and on behalf of the Board of Directors
Sd/- Sd/-
New Delhi Sandeep Sethi Gurupreet Sangla
August 30, 2012 Managing Director Jt. Managing Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 18th Annual Report on
the business and operations of the Company together with the Audited
Accounts for the financial year ended March 31,2011.
Financial Highlights
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Amount in Rs. Lacs)
Particulars Financial Year ended
March 31, 2011 March 31, 2010
Total Income 1,994.86 2,144.26
Less: Operating Expenses 651.30 460.93
Gross Profit before Interest
and Depreciation 1,343.56 1,683.33
Less : (i) Interest 1,018.06 782.83
(ii) Depreciation 240.98 261.25
Profit before exceptional items
and tax 84.52 639.25
Less: Exceptional Items 25.52 625.90
Profit before tax 59.00 13.35
Less : Provision for Tax:
(i) Current Tax 10.94 3.76
(ii) Deferred Tax 6.85 (190.09)
(iii) MAT Credit (4.98) 0.00
(iv) MAT Credit for earlier 0.00 (88.21)
years
Profit after tax transferred to
Balance Sheet 46.19 287.89
Paid-up Share Capital 1,691.24 1,691.24
Reserves and Surplus 2,167.38 2,121.19
Year in retrospect and overview
(i) Financial Performance
During the year under review, the total income of the Company was Rs.
1,994.86 Lac as against Rs. 2,144.26 Lac in previous year ended March
31,2010. The Company earned a profit of Rs. 46.19 Lac as against profit
of Rs. 287.89 Lac in the previous year.
The profitability of the Company was impacted due to increase in
finance costs, consequent to a significant rise in interest rates. The
interest payment amounting to Rs. 1,018.06 Lac contributes to the total
expenditure of Rs. 1,910.34 Lac. The expenses incurred towards payment
of brokerage amounting to Rs. 92.94 Lac also effected the profits
during the year under consideration.
(ii) Term Loan from Punjab & Sind Bank
During the year under review, the Company has repaid term loan of Rs.
32.48 Crore, in full, out of the total loan amounting to Rs. 102.88
Crore to Punjab & Sind Bank, Industrial Finance Branch, New Delhi.
Further Punjab & Sind Bank has sanctioned additional term loan against
rent discounting of Rs. 43.90 Crore. All the loan accounts of the
Company are regular and there has been no default in servicing the debt
obligations towards Punjab & Sind Bank.
(iii) Variation in Terms of Preference Shares
During the year, the period of redemption of 30,00,000 6%
non-cumulative non-participating redeemable preference shares of the
Company has been extended upto March 31,2017. The total preference
shares of the Company i.e. 1,00,00,000 will now redeem on or before
March 31,2017.
The detailed Management Discussion and Analysis Report as required
under Clause 49 of the Listing Agreement is given separately and forms
part of this Annual Report.
Subsidiaries
Your Company has the following subsidiaries as on March 31,2011:
1. M/s Valley Computech Pvt. Ltd.
2. M/s York Calltech Pvt. Ltd.
During the year under review, the following non-operating subsidiaries
of the Company voluntarily availed the option of dissolution under
Section 560 of the Companies Act, 1956 through Easy Exit Scheme, 2011
introduced by the Ministry of Corporate Affairs and their names have
been struck off from the records of Registrar of Companies, New Delhi:
1. M/s Ambience Buildwell Pvt. Ltd.
2. M/s Amici Infopark Pvt. Ltd.
3. M/s Express Infopark Pvt. Ltd.
4. M/s Express Techno Park Pvt. Ltd.
M/s Drishti Apparels Pvt. Ltd. has ceased to exist a subsidiary of the
Company during the year under review due to transfer of shares.
Consolidated Financial Statement
A statement regarding particulars of the subsidiaries of the Company
forms part of the Annual Accounts of the Company. As per Section 212 of
the Companies Act, 1956, the Annual Reports of the aforesaid
subsidiaries are attached with this Annual Report. Further in
accordance with Accounting Standard-21, a Consolidated Financial
Statement of the Company and its subsidiaries forms part of this Annual
Report.
Other Material Changes
Save as aforesaid in this Report, no material changes and commitments
affecting the financial position of the Company have occurred between
the end of the financial year of the Company i.e. March 31,2011 and the
date of this Report.
Dividend
Keeping in view the future fund requirements of the Company, it is
necessary for the Company to plough back its profits into the business,
and hence the Directors do not recommend any dividend for the year
ended March 31,2011.
Bonus Shares
Your Board is pleased to recommend issue of Bonus Shares in the ratio
of 1:2 i.e. for every two Equity shares held one fully paid Equity
share of Rs. 10/- each of the Company shall be issued. To accommodate
the issue of proposed bonus shares, it is also proposed to increase the
authorised share capital of the Company to Rs. 21 Crore.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of Section 58A of the Companies Act, 1956.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Listing Fees
The Equity Shares of the Company are listed on the Delhi Stock Exchange
Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange
Ltd. The Company has already paid listing fees to these Stock Exchanges
upto the financial year 2011 - 12.
Report on Corporate Governance
The Company has been complying with the Corporate Governance
requirements, as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchanges.
The Report on Corporate Governance along with the Compliance
Certificate issued by M/s Naresh Verma & Associates, Company
Secretaries, in line with Clause 49 of the Listing Agreement is annexed
and forms part of this Directors'' Report.
Audit Committee
During the year, the Audit Committee Meetings were conducted as per the
provisions of listing agreement with the Stock Exchanges. The details
about the functioning of the committee are being enumerated in the
Corporate Governance Report Section which is part of the Annual Report
for the year ending March 31,2011.
Directors
In accordance with the relevant provisions of the Companies Act, 1956
and Article 102 of the Articles of Association of the Company, Mr.
Sanjay Arora and Mr. Harvinder Singh are liable to retire by rotation
and being eligible, offer themselves for re-appointment. Keeping in
view their expertise, experience and knowledge, the Board considers it
desirable to continue to avail their services and recommends their
re-appointment.
Further it is proposed to re-appoint Mr. Sanjay Arora, and Mr.
Harvinder Singh, as Executive Director of the Company for a fresh term
of three years with effect from October 1, 2011, with no variation in
terms and conditions of appointment and remuneration. Your Directors
recommend their re-appointment in the larger interest of the Company.
The brief resume and other details relating to Directors, who are to be
re-appointed as stipulated under Clause 49(IV)(G) of the Listing
Agreement, are furnished in the Corporate Governance Report forming
part of the Annual Report.
Auditors
M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates,
Chartered Accountants, the joint Statutory Auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting.
Both the Auditors have confirmed their eligibility and willingness to
accept office, if re-appointed. The Company has received written
confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to
the effect that their re-appointment, if made, would be within the
limits of Section 224(1 B) of the Companies Act, 1956. Your Directors
recommend their re-appointment.
Auditors'' Report
The observation of the Auditors along with comments of the Board of
Directors thereon is as follows:
1 Refer point (ix)(c) of the Annexure to the Auditors'' Report - The
comment of the Auditors is self explanatory and do not warrant any
specific clarification on behalf of the Board.
Accounts along with notes and Auditors'' Report (except as aforesaid)
are self explanatory and do not require further explanation and
clarification.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The following information is given in accordance with the provisions of
Section 217(1 )(e) of the Companies Act, 1956 and the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988:
(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
(b) Export Activities: There was no export activity in the Company
during the year under review.
(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings
and expenditure of the Company during the year under review were Nil
and Rs. 14,083/- as compared to Nil and Rs. 14,270/- in the previous
year respectively.
Directors'' Responsibility Statement
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
and to the best of their knowledge and belief and according to the
information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
(b) appropriate accounting policies have been selected and applied
consistently, and they have 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 financial year and of the
Profit of your Company for that period;
(c) proper and sufficient care has been taken 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 fraud and other irregularities; and
(d) the Annual Accounts have been prepared on a going concern basis.
Acknowledgement
The Board acknowledges with gratitude the co-operation and assistance
provided to your Company by its bankers and government as well as
non-governmental agencies. The Board wishes to place on record its
appreciation to the committed services and contributions made by
employees of the Company. Your Directors also thank the tenants,
vendors and other business associates for their continued support. Your
Directors are thankful to the shareholders for their continued
patronage and are confident that with their continued contributions and
support, the Company will achieve its objectives and emerge stronger in
the coming years.
For and on behalf of the Board of Directors
Sd/- Sd/-
New Delhi Sandeep Sethi Gurupreet Sangla
September 02, 2011 Managing Director Jt. Managing Director
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