Mar 31, 2015
Dear Members,
Your Directors are pleased to present the 22nd Annual Report together
with the Audited Financial Statements for the financial year ended
March 31,2015.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the year ended March
31,2015 are presented below:-
(Amount in lakhs.)
Particulars 2014-2015 2013-2014
Income from Operations 409.31 1048.96
Other Income 49.15 7.28
Total Expenditure 484.65 919.87
Interest 15.03 171.48
Gross Profit (after Interest but before (41.22) (35.12)
depreciation and taxation)
Depreciation 109.89 46.88
Profit before tax (151.11) (81.99)
Provision for Current Taxes 0 0
Provision for Deferred Taxes 6.62 20.20
Profit after Tax (166.45) (65.75)
Balance brought forward from last year 60.65 126.41
DIVIDEND
As the Company did not have profits during the financial year, the
Board is not in a position to declare dividend this year.
OPERATIONAL PERFORMANCE
The turnover of the Company has been decreased to Rs. 409.31 from Rs.
1048.96 during the year 2014-15 and the company has incurred a Gross
Loss of Rs.41.22 lakhs before depreciation as against Gross Loss of
Rs.35.12 lakhs in the previous year. After deducting depreciation of
Rs.109.89 Lakhs the operations resulted in a net loss of Rs. 151.11
lakhs as against 81.99 lakhs loss in the previous year. Though the
company has developed excellent engineering, planning and project
execution skills, due to the prevailing market uncertainties and
challenges, such as poor economic conditions, high financial costs and
rising construction costs in the real estate environment, has resulted
in a loss during this year. The company has not undertaken any new real
estate activity during the year. The company has also started its own
printing activity during the year on account of diversification and
expecting a reasonable business growth in the future.
DIRECTORS
The Board of Directors comprises of 5 Directors, out of which one
Director is a Woman Director and 3 Directors are Independent Directors.
COMPANY SECRETARY
The Company Secretary, Mr.I Chandramohan has resigned from the services
wef 10.01.2015 and Mr P Krishnaswamy has been appointed as new Company
Secretary wef 02.03.2015
DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" AS DEFINED IN SEBI
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009.
Pursuant to information received from the promoters, the name of the
promoters and entities comprising group (Promoter Group) as defined
under Securities and Exchange Board of India (Issue of Capital and
Disclosure requirements), Regulations, 2009.
PROMOTERS
G. RAMAMURTHY & Family
(Family for this purpose includes spouse, dependent children and
parents.)
PUBLIC DEPOSITS
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
AUDITORS & AUDITORS REPORT
The Auditors N Sankaran & Co, Chartered Accocutant, Chennai, was
appointed to hold office till the conclusion of Annual general meeting
to be held for the financial year 2016-17. The Members are required to
ratify appointment and Board recommends for the same.
M/s. N.Sankaran & Co, Chartered Accountants, Chennai, has submitted
their audit report according to CARO 2015. The observations of auditors
in their reports are self explanatory and therefore do not call for any
further comments.
SECRETARIALAUDIT
According to the provisions of the Section 204 of the Companies Act,
2013, read with rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the secretarial audit report
submitted by M. Damodaran Associates Practicing Company Secretaries is
enclosed as a part of this report marked Annexure A
STATUTORY COMPLIANCES
Delays caused in remitting the statutory dues towards TDS, Service Tax,
Provident Fund to the concerned authorities due to liquidity issues
with the company.
During the year, on account of non-payment of Service tax dues, the
department has attached the bank accounts of the company and recovered
an amount of Rs.18.25 lacs upto 31.03.15.The company is yet to initiate
the process to settle the issues.
During the year, the company had delayed repayment of principal and
interest to various banks/financial institutions and in turn the
accounts became NPA. The delays were caused mainly due to liquidity
issues in the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act,20l3, the Directors, to
the best of their knowledge and belief, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
ii. the selected accounting policies were applied consistently and the
directors 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 March 31,2015 and of the profit of the Company for the
year ended on that date;
iii. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.
v. they have laid down internal financial controls that are adequate
and were operating effectively.
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively
INVESTOR EDUCATION & PROTECTION FUND
As at March 31, 2015 dividends amounting to Rs.13,60,948/- have not
been claimed by shareholders of the Company. The Company has been
intimating the shareholders to lodge their claim for dividend from time
to time.
As per the provisions of Section 125 of the Companies Act, 2013,
dividends that have not been claimed by the shareholders for a period
of seven years from the date of transfer to the unpaid dividend account
will be transferred to the Investor Education and Protection Fund in
accordance with the current regulations.
LISTING
The securities of the Company are listed on BSE Limited. The Company
has duly paid the listing fees to the aforesaid Stock Exchange for the
financial year 2015-2016.
DEPOSITORY SYSTEM
Trading in Equity shares of the Company is permitted only in
dematerialized form. All requests for dematerialization of shares are
processed and the confirmation is given to the respective depositories
i.e. NSDL and CDSL within the stipulated time. Upto 31 " March 2015,
89.57% Equity Shares of the Company have been dematerialized.
Number of Board Meetings held
The Board of Directors duly met 5 times during the financial year from
1 "April, 2014 to 31" March, 2015. The dates on which the meetings were
held are as follows: 26.05.2014; 13.08.2014; 13.11.2014; 20.11.2014 &
11.02.2015
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the listing agreement
with Stock Exchanges, the cash flow statement for the year 2014-15 is
annexed hereto.
DISCLOSURES
INFORMATION AS PER SECTION I34(3)(M) OF THE COMPANIES ACT, 2013 READ
WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 -CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company's core activity at present is civil construction which is
not power intensive. The Company is making every effort to reduce the
consumption of power.
FOREIGN EXCHANGE EARNINGSAND OUTGO
Foreign Exchange Earnings Rs. Nil (Previous Year Rs. Nil/-)
Year ended 31.03.2015 Year ended 31.03.2014
Particulars INR In foreign INR In foreign
Currency Currency
Foreign Exchange outgo
Imports -NIL- -NIL- 4,68,60,820 US$258000 &
Euro 364110.
Foreign Travel 46,820/- 500 Pounds 2,73,109/- US$ 3000; GBP
420;
Euro 200&Yan
2500
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.rflindia.org.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure-C.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules thereunder and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at www.rflindia.org.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate social responsibility provisions are not applicable to your
company as your company did not qualify the rules provided in Section
135 of the Companies Act 2013.
CORPORATE GOVERNANCE
As per SEBI Circular No CIR/CFD/POLICYCELL/7/2014 dt 15.09.2014, the
company is exempted from complying with the provisions of Clause 49 of
the Listing Agreement, since the paid up equity share capital does not
exceed Rs.10 crores and net worth does not exceed Rs.25 crore.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
S. No Name Designation Remuneration Remuneration
paid FY paid FY
2014-15 2013-14
Rs.in Lakhs Rs.in Lakhs
1. G Ramamurthy Managing Director 3.60 30.00
Whole Time
2. R Usha Director 3.60 21.00
S. No Name Increase in Ratio/Times
remuneration per Median
from previous of employee
year remuneration
Rs.in Lakhs
1. G Ramamurthy (26.40) 3 Times
2. R Usha (17.40) 3 Times
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided elsewhere in
this Annual Report in Management Discussion and Analysis.
ACKNOWLEDGEMENTS
The Board places on record its appreciation for the assistance and
co-operation received from the Banks and Government Authorities.
The Board also places on record its gratitude to the employees at all
levels for their commitment and dedicated efforts. The Directors are
also thankful to the shareholders for their continued support to the
Company.
Place: Chennai By order of the Board
Dated: 29.05.2015
Guruswamy Ramamurthy
Chairman & Managing Director
(DIN :00060323)
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the Annual Report together with
the Audited Financial Statements for the financial year ended March
31,2014.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the year ended March
31,2014 are presented below:-
(Amount in lakhs.)
Particulars 2013-2014 2012-2013
Income from Operations 1048.96 1259.85
Other Income 7.28 3.18
Total Expenditure 919.87 911.35
Interest 171.48 164.80
Gross Profit (after Interest bu t (35.12) 179.65
before depreciation and taxation)
Depreciation 46.88 35.68
Profit before tax (81.99) 143.97
Provision for Current Taxes - 37.12
Provision for Deferred Taxes (20.2 0) (9.67)
Profit after Tax (65.75) 116.52
Balance brought forward from last 126.41 74.17
year
DIVIDEND
As the Company did not have profits during the financial year, the
Board is not in a position to declare dividend this year.
OPERATIONAL PERFORMANCE
The turnover of the Company has been decreased to 1048.96 from 1259.85
during the year 2013-14 and the company earned a Gross Loss of Rs.35.12
lakhs before depreciation as against Gross Profit of Rs.179.65 lakhs in
the previous year.After deducting depreciation of Rs.46.88 Lakhs the
operations resulted in a net loss of Rs. 65.75 lakhs as against 116.52
lakhs profits in the previous year.Though the company has developed
excellent engineering, planning and project execution skills, due to
the prevailing market uncertainties and challenges such as poor
economic conditions, high financial costs and rising construction costs
in the real estate environment has been resulted a loss during this
year.
BUSINESS OUTLOOK
Real Estate
The Indian real estate sector has come a long way and is today one of
the fastest growing market in the world. It comprises four sub-sectors
- housing, retail, hospitality, and commercial. While housing
contributes to five-six percent of India''s gross domestic product
(GDP), the remaining three sub-sectors are also increasing at a fast
pace.The total realty market in the country is expected to touch US$
180 billion by 2020.
Real estate in India is being recognised as an infrastructure service
that is driving the economic growth engine of the country. Growing
infrastructure requirement in diverse
sectors such as tourism, education, healthcare, etc., are offering
several investment opportunities for both domestic as well as foreign
investors. Total investment by private equity (PE) funds in the real
estate sector from January-March 2014 was approximately Rs 28 billion
(US$ 465.19 million).This is a substantial increase of 28 per cent
compared to the previous quarter and close to 2.5 times the investments
during January-March 2013.
The construction development sector, including townships, housing,
built-up infrastructure and construction-development projects garnered
total foreign direct investment (FDI) worth US$ 23,131.64 million in
the period April 2000-February 2014. Construction (infrastructure)
activities during the period received FDI worth US$ 2,462.60 million,
according to the Department of Industrial Policy and Promotion (DIPP).
Government Initiatives
The Government of India has allowed FDI up to 100 per cent in
development projects for townships and settlements. Hundred per cent
FDI is also permitted in the Hotel and Tourism sector through the
automatic route.
A committee on Streamlining Approval Procedure for Real Estate Projects
(SAPREP) was constituted by the Ministry of Housing & Urban Poverty
Alleviation (MHUPA) to streamline the process of seeking clearances for
real estate projects.
The Real Estate (Regulation and Development) Bill, 2013, as approved by
the Union Cabinet is a pioneering initiative aimed at delivering a
uniform regulatory environment to protect the consumer, help in quick
verdicts of disputes and ensure systematic growth of the sector.
Road Ahead
The Indian construction and real estate sector continues to be a
favoured destination for global investors. Several large global
investors, including a number of sovereign funds, have taken the first
move by partnering with successful local investors and developers for
investing in the Indian real estate market. This is expected to result
in high transaction activity, especially in income yielding commercial
office assets during 2014.
The residential asset class looks to have great potential for growth.
"With housing requirements growing across cities and funds investing
in the asset class primarily in the form of NCDs providing fixed
returns, investments in the right project have the potential to yield
healthy returns," said Mr Sanjay Dutt, Executive Managing Director -
South Asia, Cushman &Wakefield.
Further, demand for space from sectors such as education and healthcare
has opened up ample opportunities in the real estate sector. The
country still needs to add three million hospital beds to meet the
global average of three for every 1,000 people.
Printing
Segmentation of the self adhesive label industry is a very important
part of its growth and evolution.The industry may be facing momentary
slowdown due to circumstance, but on a year on year basis, the label
industry continues to register nearly double digit growth. The slowdown
in the manufacturing sector is expected to end and the economy is
slated to look up once a new stable government takes charge after
general elections. India has no dearth of investors who drive growth in
an industry that registers automatic growth consistently. Not all
growing industrial segments experience the entry of new entrepreneurs
besides expansion moves from existing companies.
The Indian Label industry would have ended the year on a very positive
note and registered higher investments and growth rate but for the
exchange rates having played the spoil sport. Before Label Expo Europe,
last year all looked very good but when the rupee fell by almost 15%
making equipment costlier, label printers put purchases on hold and
also many of them put off their trip to Brussels. Another factor that
has been responsible for slower growth is the political instability of
the central government facing the nuances of coalition politics. Also
FDI going on hold is the anticipation of stability after the general
elections impacted the economy adversely. However the Indian Label
industry is still moving ahead with caution to achieve growth and cater
to a Market that still has a lot of potential.
DIRECTORS
In compliance with the provisions of the Section 152 of the Companies
Act, 2013 read with Articles of Association of the Company, Mrs. Usha
and Mr. Guruswamy Ramamurthy are retiring at this Annual General
Meeting and being eligible, offer themselves for re- appointment.
Brief resume of the Directors, seeking appointment/ re-appointment,
nature of their expertise as stipulated under clause 49 of the listing
agreement with the Stock Exchanges, is appended to the notice convening
the Annual General Meeting.
Company Secretary
The Company Secretary, Mr.Amrit Lal Bisani, passed away in the month of
November, 2013. The Board deeply regrets his untimely demise, and
wishes to take on record the unparalleled service rendered by him
during his tenure.
DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" AS DEFINED IN
SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009.
Pursuant to an information from the promoters, the name of the
promoters and entities comprising group (Promoter Group) as defined
under Securities and Exchange Board of India (Issue of Capital and
Disclosure requirements), Regulations, 2009.
PROMOTERS
G. RAMAMURTHY & Family
(Family for this purpose includes spouse, dependent children and
parents.)
PUBLIC DEPOSITS
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
AUDITORSAND AUDITORS REPORT
The Statutory Auditors of the Company shall be retiring at the ensuing
Annual General Meeting of the Company. The Company has received notice
from the Statutory Auditors of their intention of not seeking
re-appointment at the ensuing Annual General Meeting of the Company.
Your Company has received a special notice from a member of the
Company, in terms of the applicable provisions of the Companies Act,
2013, signifying his intention to propose the appointment of M/s. N.
Sankaran & Co., Chartered Accountants, Chennai, (Firm registration
number :003590S) as Statutory Auditors till the expiry of the next
Annual General Meeting. M/s. N. Sankaran & Co., Chartered Accountants,
Chennai expressed their
willingness to act as Statutory Auditors of the Company, if appointed,
and have further confirmed that the said appointment would be in
conformity with the provisions of the Companies Act, 2013, read with
the rules made thereunder.
The Audit Committee and the Board of Directors recommend the
appointment of M/s. N.Sankaran & Co, Chartered Accountants, Chennai,
as Auditors for a further period of three years subject to the
ratification by the members at every annual general meeting and to fix
their remuneration.
With regard to the remarks of the Auditors in their report to the
members, the Directors have to state that the note no.2, and referred
to by the Auditors are self explanatory and no further comments are
called for.
Your Directors have to comment as under on the point regarding
confirmation of balances. The Company had sent circulars to most of
the suppliers but the confirmation from them were not received except
in a few cases. However, from the current year the Company will be
writing for confirmation of all debit and credit balances. The Report
of the Auditors being self-explanatory needs no further comments.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, to the best of their knowledge and belief, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure.
ii. the selected accounting policies were applied consistently and the
directors 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 March 31,2014 and of the profit of the Company for the
year ended on that date;
iii. 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;
iv. the annual accounts have been prepared on a going concern basis.
INVESTOR EDUCATION & PROTECTION FUND
As at March 31,2014 dividends amounting to Rs.17,18,739/- have not been
claimed by shareholders of the Company. The Company has been intimating
the shareholders to lodge their claim for dividend from time to time.
As per the provisions of Section 205A of the Companies Act, 1956,
dividends that have not been claimed by the shareholders for a period
of seven years from the date of transfer to the unpaid dividend account
will be transferred to the Investor Education and Protection Fund in
accordance with the current regulations.
LISTING
The securities of the Company are listed on BSE Limited and Madras
Stock Exchange Limited. The Company has duly paid the listing fees to
all the aforesaid Stock Exchanges for the financial year 2013-2014.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement entered into with
the Stock Exchanges, with which the Company''s shares have been listed.
A separate Report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate as to Compliance of the conditions of
Corporate Governance as stipulated under Clause-49 of the Listing
Agreement is annexed to the Report on Corporate Governance.
COMPLIANCE CERTIFICATE
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEPOSITORY SYSTEM
Trading in Equity shares of the Company is permitted only in
dematerialized form. All requests for dematerialization of shares are
processed and the confirmation is given to the respective depositories
i.e. NSDL and CDSL within the stipulated time. Upto 31st March 2014,
89.41% Equity Shares of the Company have been dematerialized.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the listing agreement
with Stock Exchanges, the cash flow statement for the year 2013-14 is
annexed hereto.
DISCLOSURES
INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
-CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO:
The Company''s core activity at present is civil construction which is
not power intensive. The Company is making every effort to reduce the
consumption of power.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings Rs. Nil (Previous Year Rs. Nil/-)
Year ended 31.03.2014 Year ended 31.03.2013
Particulars INR In foreign INR In fo reign
Currency Currency
Foreign Exchange outgo
Imports 4,68,60,820 US$258000 & -NIL- -NIL-
Euro 364110 3,95,248/- *******
Foreign 2,73,109 US$ 3000;
GBP 420;
Travel Euro 200 &
Yan 2500
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (particulars of Employees) Rules, 1975 during
the financial year 2013-14.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial and contributed
significantly to the record results achieved during the year.
ACKNOWLEDGEMENTS
The Board placed on record its appreciation for the assistance and
co-operation received from the Banks and GovernmentAuthorities.
The Board also places on record its gratitude to the employees at all
levels for their commitment and dedicated efforts. The Directors are
also thankful to the shareholders for their continued support to the
Company.
Place: Chennai By order of the Board
Dated: 26.05.2014
G. Ramamurthy
Chairman & Managing Director
(DIN : 00060323)
Mar 31, 2013
To The Members of Rajeswari Infrastructure Limited
The Directors are pleased to present the 20th Annual Report together
with the Audited statement of Accounts for the year ended 31st March
2013
FINANCIAL RESULTS
The financial results of Company for the year ended March 31,2013 are
presented below: -
(Amount in lakhs.)
Particulars 2012-2013 2011 -2012
Income from Operations 1259.85 1153.23
Other Income 3.18 1.34
Total Expenditure 954.26 915.20
Interest 164.8 94.42
Gross Prof it (after Interest but before
depreciation and 179.65 170.81
taxation)
Depreciation 35.68 25.86
Profit before tax 143.97 144.95
Provision for Current Taxes 37.12 45.06
Provision for Deferred Taxes (9.67) 1.75
Profit after Tax 116.52 98.13
Balance brought forward from last year 74.17 8.18
DIVIDEND
Your Directors take pleasure on recommending equity dividend of 10%
(Re. 1.00 per share of Rs. 10/- face value) on the paid-up equity share
capital for the approval of members. The dividend, if approved, at the
20th Annual General Meeting by the members, will be paid to all those
equity shareholders whose names appear in the register of members as on
18.09.2013 and also to those, whose names as beneficial owners are
furnished by the National Securities Depository Limited and the Central
Depository Services (India) Limited.
OPERATIONAL PERFORMANCE
The turnover of the Company has been increased from Rs I 153.23 lakhs
to 1259.85 during the year 2012-2013 and the company earned a gross
profit of Rs. 179.65 lakhs before depreciation as against 170.81 in the
previous year. After deducting depreciation of Rs.35.68 lakhs and
income tax provision 27.45 lakhs the operations resulted in a net
profit of aRs 116.52 Lakhs as against Rs 98.13 lakhs in the previous
year. The Company has developed excellent engineering, planning and
project execution skills during this period. It is well recognized for
quality consciousness and timely completion of the projects without
cost over-run.
BUSINESS OUTLOOK
CONSTRUCTION & INFRASTRUCTURE
At the constant prices (2004-05) the construction sector showed a
growth of 5.9 percent in 2012-13 compared to 5.6 percent growth in
2011-12. Opportunities for the constructions sector arise from
investments in the infrastructure sector comprising transportation
(development of roads, airports, ports and railways), energy (thermal
and hydroelectric power), irrigation telecom, urban infrastructure and
industrial capex (from sectors such as autos/auto-ancillaries,
textiles, steel, cement and hydrocarbon).
Based on current announcements infrastructure spending in the Xllth
five year plan (April 2013-18) is expected to be to the tune of USD I
trillion assuming a construction intensity of 50-55% this theoretically
translates into an opportunity of USD 500 billion for the construction
industry over 2012-17.
The large planned investment in infrastructure would require
significant capital mobilization and banks the dominant source of debt
funding for infrastructure projects, would not be able to meet the
sectors increasing requirements given their limitations related to
sector/group exposure norms and asset -liability mismatches. Recent
policy initiatives such as creation of infrastructure Dept Funds (IDFs)
and the role of India Infrastructure Finance company Limited (IIFCL)
are steps in the right direction to channelise long-term debt funds to
the infrastructure sector.
Companies have suffered increased working capital cycles due to delays
in realizing payments from clients, piling work- in-progress due to
delayed certification by clients. Labour shortages and government
welfare schemes such as the National Rural Employment Guarantee Scheme
have resulted in higher labour costs. Slower pace of execution and
higher input and labour costs affected the operating profits of
construction companies while high interest costs clubbed with higher
debt eroded their net profits.
Due to the intense competition and pressure on margins in the core
construction business coupled with focus towards executing
infrastructure development projects such as toll roads, power projects
on a PPP mode, most construction companies have undertaken forward
integration into the infrastructure asset ownership space by bidding
for projects such as toll roads, power projects etc. on a build
-operate-transfer (BOT) basis. Many Construction companies have
actively sought to dilute stakes in SPVs to private equity commitments
in their under construction projects. However given the current
macroeconomic environment companies may find it challenging to attract
external investments into their projects at mutually agreeable terms.
Buildings and housing & Real Estate
The real estate sector in India is being recognized as an
infrastructure service that is driving the economic growth of the
country.
Foreign direct investment (FDI) in the sector is expected to increase
to US$ 25 billion in the next 10 years,from present US$ 4 billion,
according to a latest industry body report.
As per a report released by the Mckinsey Global Institute (MGI)- on
April 2010, the country''s urban population will soar to 590 million by
2030, from 340 million in 2008. India''s cities could generate 70
percent of the net new jobs created by 2030,produce more than 70 per
cent of the country''s gross domestic product (GDP),and stimulate a near
four-fold increase in per capita income it also says that India needs
to invest US$ 1.2 trillion over next 20 years to modernize urban
infrastructure and keep pace with the growing urbanization.
Amount of FDI inflows for the financial year 2012-13 for the month of
December 2012 was US$ I. I billion. Amount of total FDI equity inflows
into India (equity inflows re-invested earnings other capital) for
the financial year 2012-13 (from April 2012 to December, 2012) was
estimated at US$ 27.19 billion. Out of which 12% was in the Housing &
Real Estate segment.
Housing and real estate sector including Cineplex, multiplex,
integrated townships and commercial complexes etc, attached a
cumulative foreign direct investment (FDI) worth US$ I 1, 168 million
from April 2000 to April 2012.
DIRECTORS
In compliance with the provisions of the Companies Act, 1956 in
accordance with the Company''sArticles of Association, Mr. K.V.
Sambavadass, Mr. D. Sekaran and Mr M S Elangovan are retiring at this
Annual General Meeting and being eligible, offer themselves for
re-appointment.
Brief resume of the Directors, seeking appointment/ re-appointment,
nature of their expertise as stipulated under clause 49 of the listing
agreement with the Stock Exchanges, is appended to the notice convening
the Annual General Meeting.
DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO
REGULATION 3(I)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES &
TAKEOVERS) REGULATIONS, 1997.
Pursuant to an information from the promoters, the name of the
promoters and entities comprising group as defined under Monopolies and
Restrictive Trade Practice (MRTP)Act, 1969,are as under for the purpose
of the SEBI(Substantial Acquisition of Shares &Takeovers) Regulations,
1997.
PROMOTERS
G. RAMAMURTHY & Family
(Family for this purpose includes spouse, dependent children and
parents.)
PUBLIC DEPOSITS
Your Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
AUDITORS AND AUDITORS REPORT
The retiring auditor, Mr. R. Sundararajan, FCA Chartered Accountant,
Chennai has expressed his inability to continue in office. In the place
of retiring Auditor, M/S. N Sankaran & Co., Chartered Accountants,
Chennai are being considered for appointment as Statutory Auditors till
the expiry of the next Annual General Meeting.The Audit Committee and
the Board of Directors recommend the appointment of M/S. N Sankaran &
Co., Chartered Accountants, Chennai as Auditors for a further period of
one year and to fix their remuneration.
With regard to the remarks of the Auditors in their report to the
members, the Directors have to state that the note no.35,and referred
to by the Auditors are self explanatory and no further comments are
called for.
Your Directors have to comment as under on the point regarding
confirmation of balances. The Company had sent circulars to most of the
suppliers but the confirmation from them were not received except in a
few cases. However, from the current year the Company will be writing
for confirmation of all debit and credit balances. The Report of the
Auditors being self-explanatory needs no further comments.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, to the best of their knowledge and belief, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
ii. the selected accounting policies were applied consistently and the
directors 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 March 31,2013 and of the profit of the Company for the
year ended on that date;
iii. 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;
iv. the annual accounts have been prepared on agoing concern basis.
INVESTOR EDUCATION & PROTECTION FUND
As at March 31,2013 dividends amounting to Rs. 14,77,729/- have not
been claimed by shareholders of the Company. The Company has been
intimating the shareholders to lodge their claim for dividend from time
to time.
As per the provisions of Section 205Aof the Companies Act, 1956,
dividends that have not been claimed by the shareholders for a period
of seven years from the date of transfer to the unpaid dividend account
will be transferred to the Investor Education and Protection Fund in
accordance with the current regulations.
LISTING
The securities of the Company are listed on the Bombay Stock Exchange
Limited and Madras Stock Exchange Limited. The Company has duly paid
the listing fees to all the aforesaid Stock Exchanges for the year
2012-2013.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges, with which the Company''s shares have been enlisted. A
separate Report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate as to Compliance of the conditions of
Corporate Governance as stipulated under Clause-49 of the Listing
Agreement is annexed to the Report on Corporate Governance.
COMPLIANCE CERTIFICATE
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEPOSITORY SYSTEM
Trading in Equity shares of the Company is permitted only in
dematerialized form. All requests for dematerialization of shares are
processed and the confirmation is given to the respective depositories
i.e. NSDL and CDSL within the stipulated time. Upto 31st March 2013,
89.10% Equity Shares of the Company have been dematerialized.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the listing agreement
with Stock Exchanges, the cash flow statement for the year 2012-13 is
annexed hereto.
DISCLOSURES
INFORMATION AS PER SECTION 217 (I) (E) OF THE COMPANIES ACT, 1956
-CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO:
The Company''s core activity at present is civil construction which is
not power intensive. The Company is making every effort to reduce the
consumption of power.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (particulars of Employees) Rules, 1975 during
the financial year 2012-13.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial and contributed
significantly to the record results achieved during the year.
ACKNOWLEDGEMENTS
The Board placed on record its appreciation for the assistance and
co-operation received from the Banks and Government Authorities.
The Board also places on record its gratitude to the employees at all
levels for their commitment and dedicated efforts. The Directors are
also thankful to the shareholders for their continued support to the
Company.
Place: Chennai By order of the Board
Date : 29.05.2013 -Sd/-
G Ramamurthy
Chairman & Managing Director
Registered Office
18/23, 2nd Cross Street, EastCITNagar
Nandanam, Chennai - 600 035
Mar 31, 2010
The Directors are pleased to present the 17th Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2010.
Financial Results of your Company are as follows:
Year ended Year ended
31.03.2010 31.03.2009
(Rs. in lakhs) (Rs. in lakhs)
Income from Operations 755.93 1009.78
Non-Operating Income 6.67 4.52
Total Expenditure 668.53 847.69
Interest 21.20 41.39
Gross Profit (after Interest but
before depreciation and taxation) 72.87 125.57
Depreciation 16.96 16.56
Profit before tax 55.90 109.00
Provision for Current Taxes 20.35 42.51
Provision for Deferred Taxes (2.93) 2.94
Fringe Benefit Tax - 0.85
Profit after Tax 38.49 62.68
Balance brought forward from last year 0.17 0.07
Amount available for appropriation 38.67 62.76
Appropriations have been made us under:
Transfer to General Reserve - 1.70
Dividend(Proposed) 27.65 52.03
Dividend Tax 4.59 8.84
Surplus carried to Balance Sheet 6.42 0.17
DIVIDEND
Your Directors take pleasure on recommending equity dividend of 5%
(Re.0.50 per share of Rs.10/- face value) on the paid-up equity share
capital for the approval of members. The dividend, if approved, at the
17th Annual General meeting by the members, will be paid to all those
equity shareholders whose names appear in the register of members as on
27th September and also to those, whose names as beneficial owners are
furnished by the National Securities Depository Limited and the Central
Depository Services (India) Limited.
OPERATIONAL PERFORMANCE
You will be glad to note that your company achieved a turnover of
Rs.755. 93 lakhs as against Rs.1009.78 lakhs achieved in the previous
year. The earned gross profit of Rs.72.87 lakhs after interest and
before depreciation as against Rs.125.57 lakhs in the previous year.
After deducting interest of Rs.21.20 lakhs, providing a sum of Rs.16.96
lakhs towards depreciation, income tax provision of Rs.20.35 lakhs, the
operations resulted in a net profit of Rs.38.49 lakhs as against
Rs.62.68 lakhs in the previous year.
The Company has developed excellent engineering, planning and project
execution skills during this period. It is well recognized for quality
consciousness and timely completion of the projects without cost
over-run.
FUTURE OUTLOOK
India leads the pack of top real estate investment markets in Asia for
2010, according to a study by Pricewaterhouse Coopers (PwC) and Urban
Land Institute, a global non-profit education and research institute,
released in December 2009, Accordingly to the report of the Technical
Group of Estimation of Housing Shortage, an estimated shortage of 26.53
million houses during the eleventh year plan (2007-12) provides a big
investment opportunity.
According to the data released by the Department of Industrial Policy
and Promotion (DIPP), housing and real estate sector including
Cineplex, multiplex, integrated townships and commercial complexes
etc., attracted a cumulative foreign direct investment (FDI) worth US$
8.4 billion from April 2000 to March 2010 wherein the real estate and
the housing sector witnessed FDI amounting US$ 2.8 billion in the
fiscal year 2009-10.
The Indian construction industry is an integral part of the Indian
economy. It is the second largest Industry of the country after
agriculture. The investment in construction accounts for nearly 11
percent of IndiaÃs Gross Domestic Product (GDP) and nearly 50 percent
of its Gross Fixed Capital Formation (GFCF)
In the year to come, your company has initiated major cost effective
measures to improve the margins. Sustainable medium and long term goals
are envisaged and pursued. Your directorÃs foresee that, the
performance of the Company will be better. The track record of the
Company and proven skills of its employees of various levels will be
useful in further improving the performance of the Company in the years
to come.
PREFERENTIAL ISSUE OF EQUITY SHARES TO PROMOTERS OF THE COMPANY &
OTHERS
As approved by the members at the Extra-ordinary General Meeting of the
company held on 22nd June 2009, the Board of Directors at their meeting
held on 31/08/2009 has made allotment of 2,50,000 equity shares on
conversion of warrants of face value of Rs.10/- each to non-promoters
and 9th October 2009 has made allotment of 5,50,000 equity shares on
conversion of warrants of face value of Rs.10/- each to promoters of
the company as per SEBI Guidelines on preferential basis.
CHANGE IN CAPITAL STRUCTURE
At the Last Annual General Meeting of the company held on 24th
September 2009 the Authorised Capital of the Company was increased from
Rs.10 crores to 15 Crores. Now the Authorised Capital is Rs.15 crores
divided into 1,50,00,000 Equity shares of Rs.10/- each.
CHANGE OF NAME OF THE COMPANY
After complying with all statutory formalities the name of the company
was changes from Rajeswari Foundations Limited to Rajeswari
Infrastructure Limited with effect from 29.10.2009 fresh certificate of
Incorporation consequent to the change of name was issued by the
registrar of companies, Tamilnadu, Chennai on 29.10.2009.
DIRECTORS
Mr. D. Sekaran and K.V. Sambavadass retire at the forthcoming annual
general meeting and, being eligible, offer themselves for
re-appointment.
PUBLIC DEPOSITS
Your Company has not accepted any deposits an, as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
AUDITORS
Mr. R. Sundararajan, Chennai Chartered Accountant, who are the
statutory auditors of the Company retire at the ensuing annual general
meeting and is eligible for re-appointment. The retiring Auditor have
furnished a Certificate of his eligibility for re-appointment under
Section 224 (1B) of the Companies Act, 1956 and have indicated their
willingness to be re-appointed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, to the best of their knowledge and belief, confirm that:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
ii. that the selected accounting policies were applied consistently and
the directors made judgements 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 March 31, 2010 and of the profit of the Company for
the year ended on that date;
iii. that 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;
iv. that the annual accounts have been prepared on a going concern
basis.
AUDITORS REPORT
With regard to the remarks of the Auditors in their report to the
members, the Directors have to state that the note no.2, and referred
to by the Auditors are self explanatory and no further comments are
called for.
Your Directors have to comment as under on the point regarding
confirmation of balances. The Company had sent circulars to most of the
suppliers but the confirmation from them were not received except in a
few cases. However, from the current year the Company will be writing
for confirmation of all debit and credit balances.
The Report of the Auditors being self-explanatory needs no further
comments.
INVESTOR EDUCATION & PROTECTION FUND
As at March 31, 2010 dividends amounting to Rs. 10,25,221 have not been
claimed by shareholders of the Company. The Company has been
intimating the shareholders to lodge their claim for dividend from time
to time.
As per the provisions of Section 205A of the Companies Act, 1956,
dividends that have not been claimed by the shareholders for a period
of seven years from the date of transfer to the unpaid dividend account
will be transferred to the Investor Education and Protection Fund in
accordance with the current regulations.
LISTING
The securities of the Company are listed on the Bombay Stock Exchange
Limited and Madras Stock Exchange Limited. The Company has duly paid
the listing fees to all the aforesaid Stock Exchanges for the year
2009-2010.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges, with which the CompanyÃs shares have been enlisted. A
separate Report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate as to Compliance of the conditions of
Corporate Governance as stipulated under Clause-49 of the Listing
Agreement is annexed to the Report on Corporate Governance.
COMPLIANCE CERTIFICATE
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEPOSITORY SYSTEM
Trading in Equity shares of the Company is permitted only in
dematerialized form. All requests for dematerialization of shares are
processed and the confirmation is given to the respective depositories
i.e. NSDL and CDSL within the stipulated time. Upto 31st March 2010,
74.31% Equity Shares of the Company have been dematerialized.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the listing agreement
with Stock Exchanges, the cash flow statement for the year 2009-2010 is
annexed hereto.
DISCLOSURES
INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
ÃCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Companys core activity at present is civil construction which is
not power intensive. The Company is making every effort to reduce the
consumption of power.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings Rs. Nil (Previous Year Rs. Nil/-)
Year ended 31.3.2010 Year ended 31.3.2009
Particulars INR In foreign INR In foreign
currency currency
Foreign Exchange
Outgo
Imports Nil Nil Nil Nil
Foreign Travel 6,47,535 - 2,72,559 -
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (particulars of Employees) Rules, 1975 during
the financial year 2009-2010.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial and contributed
significantly to the record results achieved during the year.
ACKNOWLEDGEMENTS
The Board placed on record its appreciation for the assistance and
co-operation received from the Banks and Government Authorities.
The Board also places on record its gratitude to the employees at all
levels for their commitment and dedicated efforts. The Directors are
also thankful to the shareholders for their continued support to the
Company.
For and on Behalf of the Board of Directors -sd- Place : Chennai G.
Ramamurthy Date :06.08.2010 Chairman and Managing Director
For and on Behalf of the Board of Directors
-sd-
Place : Chennai G. Ramamurthy
Date : 06.08.2010 Chairman and Managing Director