Mar 31, 2017
DIRECTORS'' REPORT
To
The Members,
The Directors are pleased to present the 104th Annual Report, together with the Audited Accounts for the year ended 31st March, 2017.
FINANCIAL RESULTS
(inRs.)
|
2016-17 |
2015-16 |
Total Income |
15,27,14,086 |
35,43,23,760 |
(Loss) / Profit before Depreciation, Finance Costs, Extraordinary Item |
|
|
and Taxation |
(2,22,28,716) |
10,67,33,930 |
Less: Depreciation |
12,36,459 |
23,97,855 |
Less: Finance Costs |
30,16,897 |
19,953 |
(Loss) / Profit before Extraordinary Item and Tax |
(2,64,82,072) |
10,43,16,122 |
Less: Extraordinary Item |
5,97,59,760 |
8,38,52,198 |
(Loss) / Profit before Tax |
(8,62,41,832) |
2,04,63,924 |
Less: Current tax |
- |
3,81,38,062 |
Deferred tax |
(2,54,85,815) |
(16,81,161) |
Taxes of earlier years (net) |
- |
92,349 |
Loss for the year |
(6,07,56,017) |
(1,60,85,326) |
Add: Balance in the statement of Profit and Loss |
44,92,63,182 |
46,89,48,876 |
Less: Appropriations |
|
|
Proposed Dividend on Equity Shares |
23,93,106 |
29,91,382 |
Tax on Dividend |
4,87,189 |
6,08,986 |
Closing Balance |
38,56,26,870 |
44,92,63,182 |
DIVIDEND
The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2017 at Rs.
0.80/- (i.e. 8 %) per equity share of face value of Rs. 10/-, subject to approval of the Members at the Hundred and Fourth Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 28,80,295/- for the financial year 2016-17.
OPERATIONS
Your Company has reported total income of Rs. 15,27,14,086/- and the net Loss of Rs. 6,07,56,017/during the year ended 31st March, 2017.During the year, the Company has written off Rs. 5,97,59,760/- out of advances given towards acquisition of land after adjusting the amount recovered and value of property acquired. As this amount is not recoverable, hence now been written off and the same has been shown as an extraordinary item.
ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has two associates viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Sectio n 2(6) of the Co mpa nies Act, 2013 (the Act).
In terms of proviso to sub-section 3 of Section 129 of the Act, the salient features of the financial statements of the Associate Companies is set out in the prescribed form AOC-1 (Part ''B''-Associates and Joint Ventures) which forms part of the Annual Report.
PROJECT
The Company''s project "Simplex KhushAangan" is a cluster of residential and commercial space located on prime location of S. V. Road, Malad (West), Mumbai.
The Company has received full Occupation Certificate for the said project. The Company has sold about 60 percent of carpet area in residential side and about 29 percent of carpet area of commercial. The Company has started giving possession to the buyers. During the year, the Company has recognized revenue from the project based on percentage completion method as per the guidance note issued by the ICAI.
The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development and redevelopment of residential projects.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits was outstanding as on the balance sheet date.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Anna Malhotra, who was an Independent Director, submitted her resignation on 10th October, 2016 due to her prolonged illness. The Board accepted her resignation and recorded the appreciation for contributions made during her association with the Company.
Shri Sanjay N Damani, an Executive Director, retires by rotation in compliance with Section 152 of the Act, at the AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that he fulfills all the conditions as mentioned in the Act. Upon his re-appointment as a Director, Shri Sanjay N Damani shall continue to hold his office of the Executive Director, and shall not be deemed to constitute a break in his office of the Executive Director.
Shri Sabhapati G Shukla was appointed as an Additional Director of the Company in the category of Independent Director with effect from 21st October, 2016 under Section 161 (1) of the Act read with Article 147 of the Article of Association of the Company. He holds office up to the date of the AGM.
Smt. Sandhya R Kini was appointed as an Additional Director with effect from 21st October, 2016. She holds office up to the date of the AGM. The Board of Directors of the Company at its meeting held on 21st October, 2016 has appointed Smt. Sandhya R Kini, as a Whole-time
Director designated as an Executive Director of the Company for a period of five years with effect from 21st October, 2016.
The Board of Directors of the Company at its meeting held on 10th May, 2017 has re-appointed Shri Nandan Damani, as a Managing Director designated as the Chairman and Managing Director of the Company for a period of three years with effect from 29th June, 2017.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) .
The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM.
No Key Managerial Personnel has been appointed or has retired or resigned during the year.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme are given in the Corporate Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and form part of this Report.
AUDITORS
At the 101stAnnual General Meeting held on 6th August,
2014, M/s. Dayal and Lohia, Chartered Accountants, Mumbai (ICAI Firm Regn. No. 102200W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 4th consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).
In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Auditor shall be subject to ratification by the Members at every AGM till the expiry of his term. Accordingly, the appointment of M/s. Dayal and Lohia, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.
In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 139 read with Section 141 of the Act. The Auditors have given an un-modified opinion (s) report on the financial statements for the year under review.
SECRETARIAL AUDIT
A Secretarial Audit was conducted during the year, in accordance with provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached as Annexure II and forms part of this Report. There is no secretarial audit qualification, reservation or adverse remark for the year under review.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the Listing Regulations. A separate report on Corporate Governance along with the requisite Auditors'' Certificate is annexed and forms part of this Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, and the Listing Regulations, on the basis of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2017 and the Loss of the Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. There is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large during the year that would have required Members approval under the Listing Regulations.
The policy on Related Party Transactions as approved by the Board is available on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education and Skill development and Health care including preventing health care and providing educational aid under the sector of literacy.
These projects are largely in accordance with Schedule VII of the Act. The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure I and forms part of this Report.
RISK MANAGEMENT
Risk management Policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. The details of the internal controls system are given in the Management Discussion and Analysis Report and forms part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is explained in the Corporate Governance Report and is also available on the Company''s website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure III.
STOCKEXCHANGE
The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2017-18 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the Company''s business activities, the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.
Foreign Exchange Transactions:
2016-17 2015-16 Foreign Exchange Earnings (Rs.) Nil Nil
Foreign Exchange Outgo (Rs.) 9, 34,830/- 9, 82,325/DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013
There was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Nandan Damani
Chairman & Managing Director
Mumbai, 10th May, 2017
Mar 31, 2015
The Members,
The Directors are pleased to present the 102nd Annual Report, together
with the Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS (ini)
2014-15 2013-14
Total Income 11,84,46,458 40,72,65,594
Profit before Depreciation, Finance
Costs and Taxation 2,13,08,459 17,29,68,433
Less: Depreciation 27,61,367 17,51,560
Less: Finance Costs 59,40,172 1,05,43,813
Profit before tax 1,26,06,920 16,06,73,060
Less: Current tax 54,71,140 6,64,52,504
Deferred tax (2,46,070) (17,52,411)
Taxes of earlier years (net) (34,215) 45,42,433
Profit for the year 74,16,065 9,14,30,534
Add: Balance in the Statement of
Profit and Loss 46,55,95,801 39,38,64,569
Less: Appropriation
Transfer to General Reserve - 92,00,000
Proposed Dividend on Equity Shares 29,91,382 89,74,146
Tax on Dividend 6,08,986 15,25,156
Less: Adjustment relating to Fixed Assets 4,62,622 -
Closing Balance 46,89,48,876 46,55,95,801
DIVIDEND
The Directors are pleased to recommend Dividend on equity shares for
the year ended 31stMarch, 2015 at Rs. 1/- (i.e. 10%) per equity share of
face value of Rs. 10/-, subject to the approval of the Members at the
Hundred and Second Annual General Meeting (AGM). The total cash out
flow on account of equity dividend payment, including dividend
distribution tax would be Rs. 36,00,368/- for the financial year 2014-15.
OPERATIONS
Your Company has reported total income of Rs. 11,84,46,458/- and the net
profit of Rs. 74,16,065/- during the year ended 31st March, 2015.
During the year, revenue from the project "Simplex KhushAangan" has
been recognized.
ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has two associates viz. Simplex Papers Limited and Simplex
Mills Company Limited. There are no joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 ('the Act').
in terms of proviso to sub-section 3 of Section 129 of the Act, the
salient featu re s of th e fin ancial statements of the Associate
Companies is set out in the prescribed form AOC-1 (Part 'B' -
Associates and Joint Ventures) which forms part of the Annual Report.
PROJECT
The Company is developing a project "Simplex KhushAangan" a
Residential cum Commercial Complex in the western suburb of Mumbai with
the land owner.
The Company has booked approximately 48 percent of saleable area in
residential wing and booking for shops in commercial wing has been
opened and expect to get bookings in the coming quarters. The finishing
work is going on in full swing and R.C.C. work has been completed.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet or renewed any fixed
deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Board meeting held on 11th May, 2015, Shri Sanjay N Damani, was
appointed as the Executive Director of the Company for a period of
three years with effect from 1st June, 2015 on the terms and conditions
in conformity with the provisions of Sections 196,197 and read with
Schedule V of the Act and subject to approval of the members in the
forthcoming AGM.
Shri T C. Suseel Kumar who retires by rotation at the forthcoming AGM
and, being eligible, offer himself for re- appointment.
Shri S.K. Somany, Director of the Company vide its letter dated 5th
November, 2014 informed that consequent upon the requirements of
revised Clause 49 of Listing Agreement, he had met the criteria
prescribed in Clause 49 (II) (B) (1) of Listing Agreement and also
under Section 149 (6) of the Act. Accordingly, Shri S .K. Somany was
categorized as an Independent Director with effect from 12th November,
2014.
Shri Vijay S. Jindal was appointed as an Additional Director of the
Company in the category of Independent Director with effect from 12th
November, 2014 under Section 161 (1) of the Act read with Article 131
of the Articles of Association of the Company. Shri Vijay S. Jindal
holds office upto the date of forthcoming AGM.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and under Clause 49 of
the Listing
Agreement.
The details of the Directors being recommended for appointment and
re-appointment are contained in the accompanying Notice of the
forthcoming AGM.
Pursuant to the provisions of Section 203 of the Act, the appointment
of Shri Nandan Damani, Chairman & Managing Director, Shri Surendra
Kabra, Chief Financial Officer and Shri Shekhar R Singh, Company
Secretary, were formalized as the Key Managerial Personnel of the
Company.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, a structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various
aspects of the Board's functioning composition of the Board and its
Committees, culture, execution and performance of specific duties,
obligations and governance.
The performance evaluation of the Independent Director was carried out
by the entire Board. The performance evaluation of the Chairman and the
Non- Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with evaluation
process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, four Board meetings were held. The
details of the meetings are given in Corporate Governance Report which
forms part of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The details of
this Policy is given in the Corporate Governance Report which forms
part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for
Independent Directors of the Company. The details of the said
programme is given in the Corporate Governance Report which forms part
of this Report.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as
prescribed in the Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The prescribed
particulars of Employees as required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure IV and form
part of this Report.
AUDITORS
At the 101stAnnual General Meeting held on 6th August, 2014, M/s. Dayal
and Lohia, Chartered Accountants, Mumbai were appointed as the
Statutory Auditors of the Company to hold office from the conclusion of
that AGM until the conclusion of the 4th consecutive AGM held
thereafter (subject to ratification of the appointment by the Members
at every AGM held after that AGM).
In terms of the first proviso to Section 139 of the Act read with Rule
3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of
the auditor shall be subject to ratification by the Members at every
annual general meeting till the expiry of the term of the Auditor.
Accordingly, the appointment of M/s. Dayal and Lohia, Chartered
Accountants, Mumbai, as the Statutory Auditors of the Company, is
placed for ratification by the Members.
In this regard, the Company has received a certificate from the
Auditors to the effect that if they are re- appointed, it would be in
accordance with the provisions of Section 141 of the Act.
SECRETARIAL AUDIT
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, Shri Manish L. Ghia of M/s. Manish Ghia & Associates,
Practicing Company Secretaries, Mumbai in accordance with provisions of
Section 204 of the Act. The Secretarial Auditor's Report is attached as
Annexure II and forms part of this Report. There are no qualifications
or observations or remarks made by the Secretarial Auditor in his
Report.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance along with the
requisite Auditors' Certificate is annexed and forms part of this
Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act,
and Clause 49 (IN) (D) (4) (a) of the Listing Agreement, on the basis
of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31stMarch, 2015 and of the profit of
the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act 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. the internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating
effectively; and
vi. there is a proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business and that the provisions of Section 188 of the Act
are not attracted. Thus disclosure in form AOC-2 is not required.
Further, there are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with
the interest of the Company at large.
The policy on Related Party Transactions as approved by the Board is
available on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under "Corporate Social Responsibility
(CSR), the Company has undertaken projects in the areas of Education,
Scholarship, Bridge Education, Tuition Support, Book Provisioning and
providing educational aid under the sector of literacy.
These projects are largely in accordance with Schedule VII of the Act.
The details of Committee and its terms of reference are set out in
Corporate Governance Report. The Annual Report on CSR activities is
attached as Annexure I and forms part of this Report.
RISK MANAGEMENT COMMITTEE
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted the Risk Management Committee. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report which forms part of this Report.
The Company has a Risk Management Policy to identify, evaluate business
risks and opportunities. This policy seeks to minimize adverse impact
on the business of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The details of the Policy
is explained in the Corporate Governance Report and is available on the
Company's website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure III.
STOCKEXCHANGE
The Company's equity shares are listed at BSE Limited and the Annual
Listing Fees for the year 2015-16 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the Company's business activities, the Directors have
nothing to report under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts ) Rules, 2014 with reference to
Conservation of Energy & Technology Absorption.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
There were no complaints reported under the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all Government Authorities, Financial
Institutions, Banks, Consultants, Solicitors and Shareholders of the
Company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Nandan Damani
Chairman & Managing Director
Mumbai, 11th May, 2015
Mar 31, 2014
The Members,
The Directors are pleased to present the 101st Annual Report, together
with the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
(In Rs.)
2013-14 2012-13
Total Income 40,72,87,804 5,68,01,541
Profit before Depreciation,
Finance Costs and Taxation 17,29,68,433 2,25,18,576
Less: Depreciation 17,51,560 17,31,665
Less: Finance Costs 1,05,43,813 19,20,621
Profit before tax 16,06,73,060 1,88,66,290
Less: Current tax 6,64,52,504 55,40,036
Deferred tax (17,52,411) 95,730
Taxes of earlier years (net) 45,42,433 -
Profit for the year 9,14,30,534 1,32,30,524
Add: Balance in the
statement of Profit and Loss 39,38,64,569 38,65,49,034
Less: Appropriation
Transfer to General Reserve 92,00,000 7,00,000
Proposed Dividend on
Equity Shares 89,74,146 44,87,073
Tax on Dividend 15,25,156 7,27,916
Closing Balance 46,55,95,801 39,38,64,569
DIVIDEND
The Directors are pleased to recommend Dividend on equity shares for
the year ended 31st March, 2014 at Rs. 3/- (i.e. 30 %) per equity share
of face value of Rs.10/-, subject to the approval of the members at the
Hundred and First Annual General Meeting. The total cash out flow on
account of equity dividend payment, including dividend distribution tax
would be Rs. 1,04,99,302/- for the financial year 2013-14.
OPERATIONS
Your Company has reported total income of Rs. 40,72,87,804/- and the net
profit of Rs. 9,14,30,534/- during the year ended 31st March, 2014.
During the year, revenue from the project "Simplex KhushAangan" has
been recognized along with the revenue from the project "Planet
Godrej".
PROJECT
The Company is developing a project "Simplex KhushAangan" a Residential
cum Commercial Complex in the western suburb of Mumbai with the land
owner. The Project "Simplex KhushAangan" is having two basements
ground two floors for Commercial on the front side and two basements
ground three level podium stilt sixteen floors of residential wing
on rear side.
The Company has booked approximately 40 percent of saleable area in
residential wing and booking for shops in commercial wing has been
opened recently and expect to get bookings in the coming quarters.The
work is going on in full swing and about 80 percent of R.C.C. work has
been completed and masonry and plaster work has started.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits during the
year.
DIRECTORS
At the Board Meeting held on 10th May, 2014, Shri Nandan Damani was
re-appointed as Managing Director of the Company for a period of three
years with effect from 29th June, 2014 on the terms and conditions in
conformity with the provisions of Section 196, 197, 203 and read with
Schedule V of the Companies Act, 2013 and subject to the approval of
the members in the forthcoming Annual General Meeting.
Shri S.K.Somany, Director of the Company who retires by rotation at the
forthcoming Annual General Meeting and, being eligible, offer himself
for re-appointment.
Shri V.B.Haribhakti, Smt. Anna Malhotra and Shri T.C.Suseel Kumar who
were Independent Directors of the Company as on 31st March, 2014,
continue to be Independent Directors of the Company for a period of
five years from 1st April, 2014. All of them are the persons of
integrity and possesses relevant expertise and experience. The Board
has also opined that all of them fulfill the conditions specified in
the Section 149 of the Companies Act, 2013 and rules made thereunder
and that they are all independent of management.
The details of the Directors being recommended for appointment and
re-appointment are contained in the accompanying notice of the
forthcoming Annual General Meeting.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Amendment Rules, 2011.
AUDITORS
M/s. Dayal and Lohia, Chartered Accountants are re-appointed as the
Statutory Auditors of the Company to hold the office from the
conclusion of this Annual General Meeting till the conclusion of the
fourth consecutive Annual General Meeting held thereafter, subject to
ratification of the appointment by the members at every Annual General
Meeting of the Company after the ensuing Annual General Meeting.
The Auditors have confirmed that, their appointment, if made, would be
within the limits prescribed under Section 141(3) (g)of the Companies
Act, 2013 and that they are not disqualified in terms of Section 139 of
the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance along with the
requisite Auditors'' Certificate is annexed and forms part of this
Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 on the basis
of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and of the profit of
the Company for the said period;
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.
STOCK EXCHANGE
The Company''s equity shares are listed at BSE Limited and the Annual
Listing Fees for the year 2014-15 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Considering the Company''s business activities, the Directors have
nothing to report under Section 217 (1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 with reference to Conservation of
Energy & Technology Absorption.
Foreign Exchange Transactions: 2013-14 2012-13
Foreign Exchange Earnings (Rs.) Nil Nil
Foreign Exchange Outgo (Rs.) 6,59,473/- 4,05,721/-
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all Government Authorities, Financial
Institutions, Banks, Consultants, Solicitors and Shareholders of the
Company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Nandan Damani
Chairman & Managing Director
Mumbai, 10th May, 2014
Mar 31, 2013
To The Members,
The Directors are pleased to present the 100th Annual Report, together
with the Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS
(In Rs.)
2012 -13 2011 -12
Total Income 5,68,01,541 6,99,76,969
Profit before Depreciation,
Finance Costs and Taxation 2,25,18,576 2,38,10,942
Less: Depreciation 17,31,665 14,58,248
Less: Finance Costs 19,20,621 11,51,523
Profit before tax 1,88,66,290 2,12,01,171
Less: Current tax 55,40,036 57,69,789
Deferred tax 95,730 (9,50,523)
Profit for the year 1,32,30,524 1,63,81,905
Add: Balance in the statement
of Profit and Loss 38,65,49,034 37,63,82,118
Less: Appropriation
Transfer to General Reserve 7,00,000 10,00,000
Proposed Dividend on Equity Shares 44,87,073 44,87,073
Tax on Dividend 7,27,916 7,27,916
Closing Balance 39,38,64,569 38,65,49,034
DIVIDEND
The Directors are pleased to recommend Dividend on equity shares for
the year ended 31st March, 2013 at Rs.1.50 (i.e.15%) per equity share
of face value of Rs.10/-, subject to the approval of the members at the
Hundredth Annual General Meeting. The total cash out flow on account of
equity dividend payment, including dividend distribution tax would be
Rs. 52,14,989/- for the financial year 2012-13.
OPERATIONS
Your Company has reported total income of Rs. 5,68,01,541/- and the net
profit of Rs. 1,32,30,524/- during the year ended 31st March, 2013.
PROJECT
The Company has undertaken development of a Residential cum Commercial
Complex in western suburb of Mumbai with the land owner. The name of
the project is "Simplex Khush Aangan" having Ground Two floors for
Commercial and Seventeen floors of residential tower. The Company has
received commencement certificate upto 13th floors of Residential area
and upto the plinth level of Commercial area and construction work is
in full swing.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits during the
year.
DIRECTORS
Shri M. P. Jatia ceased to be a Director with effect from 25th May,
2012 due to sad demise. The Board places on record its appreciation for
the valuable services and guidance given by Shri M. P. Jatia to the
Company during his tenure as Director of the Company and conveyed the
heartfelt condolence to the members of the bereaved family.
Smt. Gopa Ray resigned as Director of the Company with effect from 30th
November, 2012. The Board places on record its appreciation for the
valuable services and guidance given by Smt. Gopa Ray to the Company
during her tenure as Director of the Company.
Shri T.C.Suseel Kumar, Executive Director (M- B & AC) of Life Insurance
Corporation of India was appointed by the Board as an Additional
Director of the Company with effect from 30th November, 2012 under
Section 260 of the Companies Act, 1956 (the Act) read with Article 131
of the Articles of Association of the Company. Shri T. C. Suseel Kumar
holds office up to the date of forthcoming Annual General Meeting and,
being eligible, offers himself for appointment as a Director at the
said meeting.
Shri V. B. Haribhakti and Smt. Anna Malhotra, Directors of the Company
who retire by rotation at the forthcoming Annual General Meeting and,
being eligible, offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as
prescribed under Section 217(2A) of the Act read with the Companies
(Particulars of Employees) Amendment Rules, 2011.
AUDITORS
M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as
Statutory Auditors of the Company until the conclusion of the
forthcoming Annual General Meeting and are recommended by the Board for
re-appointment to hold the office from the conclusion of the
forthcoming Annual General Meeting until the conclusion of the next
Annual General Meeting. The Auditors have confirmed that, their
re-appointment, if made, would be within the limits prescribed under
Section 224(1B) of the Act and that they are not disqualified in terms
of Section 226 of the Act.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance alongwith the
requisite Auditors'' Certificate is annexed and forms part of this
Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Act, on the basis of information
placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and of the profit of
the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act 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.
STOCK EXCHANGE
The Company''s equity shares are listed at BSE Limited and the Annual
Listing Fees for the year 2013-14 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the Company''s business activities, the Directors have
nothing to report under Section 217 (1)(e) of the Act read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 with reference to Conservation of Energy and
Technology Absorption.
Foreign Exchange Transactions: 2012-13 2011-12
Foreign Exchange Earnings (Rs.) Nil Nil
Foreign Exchange Outgo (Rs.) 4,05,721/- 2,43,391/-
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all Government Authorities, Financial
Institutions, Banks, Consultants, Solicitors and Shareholders of the
Company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees of the company.
For and on behalf of the Board of Directors
Nandan Damani
Chairman and Managing Director
Mumbai, 8th May, 2013
Mar 31, 2012
The Directors are pleased to present the 99th Annual Report, together
with the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS (In Rs.)
2011-12 2010-11
Total Income 6,99,76,969 8,57,27,890
Profit before Depreciation,
Finance Costs and Taxation 2,38,10,942 5,56,12,336
Less: Depreciation 14,58,248 12,37,532
Less: Finance Costs 11,51,523 11,17,588
Profit before tax 2,12,01,171 5,32,57,216
Less: Current tax 57,69,789 1,91,72,600
Deferred tax (9,50,523) (57,778)
Profit for the year 1,63,81,905 3,41,42,394
Add: Balance in the statement
of Profit and Loss 37,63,82,118 36,09,60,276
Less: Appropriation
Transfer to General Reserve 10,00,000 1,00,00,000
Proposed Dividend on Equity Shares 44,87,073 74,78,455
Tax on Dividend 7,27,916 12,42,097
Closing Balance 38,65,49,034 37,63,82,118
DIVIDEND
The Directors are pleased to recommend Dividend on equity shares for
the year ended 31st March, 2012 at Rs1.50 (i.e. 15%) per equity share of
face value of Rs 10/-, subject to the approval of the members at the
Ninety Ninth Annual General Meeting. The total cash out flow on account
of equity dividend payment, including dividend distribution tax would
beRs52.15lacsforthefinancialyear2011-12.
OPERATIONS
Your Company has reported total income of Rs 699.77 lacs and the net
profit ofRs 163.82 lacs during the year ended 31st March, 2012.
SUBSIDIARY COMPANY
During the year under review, the Company has divest it's holding in
Simplex Renewable Resources Private Limited (SRRPL) and accordingly,
SRRPL has ceased to be the subsidiary of the Company with effect from
29th February, 2012.
NEW PROJECT
The Company has undertaken development of a Residential cum Commercial
Complex in western suburb of Mumbai with the land owner. The name of
the project is "Simplex KhushAangan" having Ground Two floors of
commercial and Seventeen floors of residential tower. The company has
received commencement certificate upto the plinth level and excavation
work is in progress.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits during the
year.
DIRECTORS
Smt. Gopa Ray and Shri S. K. Somany, Directors of the Company who
retire by rotation at the forthcoming Annual General Meeting and, being
eligible, offer themselves for re-appointment.
Shri Sanjay N. Damani, was appointed by the Board as an Additional
Director of the Company with effect from 14th May, 2012 under Section
260 of the Companies Act, 1956 (the Act) read with Article 131 of
Articles of Association of the Company. Shri Sanjay N. Damani holds
office upto the date of forthcoming Annual General Meeting and being
eligible, offer himself for appointment as a Director at the said
Meeting.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as
prescribed under Section 217(2A) of the Act read with the Companies
(Particulars of Employees) Amendment Rules, 2011.
AUDITORS
M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as
statutory Auditors of the Company until the conclusion of the
forthcoming Annual General Meeting and are recommended by the Board for
re-appointment to hold the office from the conclusion of the
forthcoming Annual General Meeting until the conclusion of the next
Annual General Meeting. The Auditors have confirmed that, their
re-appointment, if made, would be within the limits prescribed under
Section 224(1 B) of the Act and that they are not disqualified in terms
of Section 226 of the Act.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance alongwith the
requisite Auditors' Certificate is annexed and forms part of this
Annual Report.
DIRECTORS" RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Acton the basis of information
placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit of
the Company for the said period;
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 safe guarding 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.
STOCK EXCHANGE
The Company's equity shares are listed at BSE Limited and the Annual
Listing Fees for the year 2012-13 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the Company's business activities, the Directors have
nothing to report u/s 217 (1 )(e) of the Act read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 with reference to Conservation of Energy and Technology
Absorption.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all Government Authorities, Financial
Institutions, Banks, Consultants, Solicitors and Shareholders of the
Company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Nandan Damani
Mumbai, 14th May, 2012 Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors are pleased to present the Annual Report, together with
the Audited Accounts for the year ended 31 st March, 2011.
FINANCIAL RESULTS (Rs.in lacs)
Current Year Previous Year
ended ended
31.03.2011 31.03.2010
Rs. Rs.
Total Income 901.01 2,992.34
Profit before Interest, Depreciation,
Taxation,Prior Period and 545.31 2,243.19
Extraordinary Items
Less: Interest 0.09 0.07
Less: Depreciation 12.37 11.75
Profit before Tax, Prior Period and
Extraordinary Items 532.85 2,231.37
Add: Prior Period Adjustments - 193.44
Less: Extraordinary Items _ 75.03
Profit before Tax 532.85 2,349.78
Less: Provision for Tax (Incl. Wealth Tax) 192.00 891.51
Tax for earlier years - 32.37
Provision for Deferred Tax (0.57) (27.82)
Net Profit after Tax 341.42 1,453.72
Balance brought forward from previous year 3,609.60 3,217.49
Amount available for Appropriation 3,951.02 4,671.21
Appropriations
Proposed Dividend on Equity Shares 74.78 224.35
Taxon Dividend 12.42 37.26
Transfer to General Reserve 100.00 800.00
Balance carried forward 3,763.82 3,609.60
DIVIDEND
The Directors are pleased to recommend for approval of the Members the
payment of dividend of Rs.2.50/- per share (i.e.25%) on 29,91,382
Equity Shares of Rs.10/-each of the Company for the year ended 31st
March, 2011. The total cash outflow on account of equity dividend
payment, including dividend distribution tax would be Rs.87.20 lacs for
the financial year 2010-11.
OPERATIONS
Your Company has reported total income of Rs.901.01 lacs and the net
profit of Rs.341.42 lacs during the year ended 31 st March, 2011.
SUBSIDIARY COMPANY
During the year under review, the Company has acquired 100% shares of
Simplex Renewable Resources Private Limited (SRRPL) and hence SRRPL
became wholly owned subsidiary of the Company. Simplex Renewable
Resources Private Limited was incorporated on 13th April, 2010, and
engaged in renewable energy business.
A Statement pursuant to Section 212 of the Companies Act, 1956 relating
to the Subsidiary Company is attached to the accounts.
In terms of General Exemption under Section 212(8) of the Companies
Act, 1956 granted by Ministry of Corporate Affairs vide Circular
No.02/2011 dated 8th February, 2011 and in compliance with the
conditions enlisted therein, the Audited Statement of Accounts and the
Auditors Report thereon for the financial year ended 31st March, 2011
along with the Report of the Board of Directors of the Companys
Subsidiary have not been annexed. The Annual Accounts and related
documents of the Subsidiary Company shall be kept open for inspection
at the Registered Office of the Company. The Company shall also make
available these documents upon request by any member of the Company
interested in obtaining the same. However, as directed by the said
Circular, the financial data of the subsidiary have been furnished
under Subsidiary Companys Particulars forming part of the Annual
Report. Further, pursuant to Accounting Standard AS-21 issued by The
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report includes the
financial information of its subsidiary.
NEW PROJECT
The Company is undertaking development of a Residential cum Commercial
Complex in western suburb of Mumbai jointly with the land owner on a
revenue sharing basis. The Company has obtained Intimation of
Disapproval (IOD) for the project from the concerned authority. Plans
have been approved by Municipal Corporation of Greater Mumbai and
Commencement Certificate is awaited.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits during the
year.
DIRECTORS
At the Board Meeting held on 14th May, 2011, Shri Nandan Damani was
re-appointed as Managing Director of the Company for a period of 3
years with effect from 29th June, 2011 on the terms and conditions in
conformity with the provisions of Section 198, 309 and Schedule XIII of
the Companies Act, 1956 and subject to the approval of the members in
the ensuing Annual General Meeting.
Shri M. P. Jatia and Shri V. B. Haribhakti, Directors of the Company
who retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
None of the Director is disqualified under section 274 (1) (g) of the
Companies Act, 1956.
The details of the Directors being recommended for re-appointment are
contained in the accompanying notice of the ensuing Annual General
Meeting.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are annexed hereto.
AUDITORS
M/s. Dayal and Lohia, Chartered Accountants, hold office as Statutory
Auditors of the Company upto the conclusion of ensuing Annual General
Meeting of the Company and are eligible for re-appointment. The Company
has received a letter from M/s. Dayal and Lohia, Chartered Accountants
expressing their willingness and eligibility to act as Statutory
Auditors of the Company under Section 224 (1B) of the Companies Act,
1956, if appointed.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance alongwith the
requisite Auditors Certificate is annexed and forms part of this
Annual Report.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis
of information placed before them, the Directors state that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2011 and of the profit of
the Company for the said period;
(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 ofthe Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
STOCKEXCHANGE
The Companys equity shares are listed at Bombay Stock Exchange Ltd.
(BSE) and the Annual Listing Fees for the year 2011-12 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO
Considering the Companys business activities, the Directors have
nothing to report u/s 217 (1)(e) ofthe Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report ofthe Board of
Directors) Rules, 1988 with reference to Conservation of Energy &
Technology Absorption.
Foreign Exchange Transactions: 2010-11 2009-10
Foreign Exchange Earnings (Rs.) Nil Nil
Foreign Exchange Outgo (Rs.) 1,78,901 1,47,800
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all government authorities, financial
institutions, banks, consultants, solicitors and shareholders of the
company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees ofthe company.
For and on Behalf of the Board of Directors
Nandan Damani
Chairman & Managing Director
Mumbai, May 14,2011
Mar 31, 2010
The Directors are pleased to present their Annual Report, together
with the Audited Accounts for the year ended 31 st March, 2010.
(Rs.in lacs)
Current Year Previous Year
ended ended
31.03.2010 31.03.2009
Rs. Rs.
Total Income 3,097.51 17,468.72
Profit before lnterest,Depreciation,
Taxation,Prior Period and 2,243.19 10,870.20
Extraordinary Items
Less: Interest 0.07 1.20
Less: Depreciation 11.75 11.01
Net Profit beforeTax, Prior Period and
Extraordinary Items for the year 2,231.37 10,857.99
Add: Prior Period Adjustments 193.44 1.34
Less: Extraordinary Items 75.03 1
Net Profit before Tax 2,349.78 10,859.33
Less: Provision for Tax (Incl. Fringe
benefit Tax & Wealth Tax) 891.51 2,264.36
Tax for earlier years 32.37 12.28
Provision for Deferred Tax (27.82) 314.35
Net Profit afterTax 1,453.72 8,268.34
Balance brought forward from
previous year 3,217.49 299.13
Amount available for Appropriation 4,671.21 8,567.47
Appropriations
Proposed Dividend on Equity Shares 224.35 299.14
Tax on Dividend 37.26 50.84
Transfer to General Reserve 800.00 5,000.00
Balance carried forward 3,609.60 3,217.49
DIVIDEND
The Directors are pleased to recommend for approval of the Members the
payment of dividend of Rs.7.50 per share (i.e.75%) on 29,91,382 Equity
Shares of Rs.10/- each of the Company for the year ended 31 st March,
2010. The total cash outflow on account of equity dividend payment,
including dividend distribution tax would be Rs.261.61 lacs for the
financial year 2009-10.
OPERATIONS
The total income of your Company was Rs. 3,097.51 lacs and the net
profit of Rs.1,453.72 lacs for the year ended 31st March, 2010. For
Towers "1 to 4" of the project "Planet Godrej", Occupation Certificates
(OC) has already been received and possession has been given to the
buyers. During the year, the Company has received Part OC (Ground +
Podium + 39 Upper Floors) for "Tower 5" (Celesta) and handing over of
possession to the buyers is in process.
NEW PROJECT
The Company is undertaking development of a Residential cum Commercial
Complex in western suburb of Mumbai jointly with the land owner.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits during the
year.
DIRECTORS
Smt. Anna Malhotra and Shri S. K. Somany, Directors of the Company who
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
None of the Directors is disqualified under section 274 (1) (g) of the
Companies Act, 1956.
COMPANY SECRETARY
Shri Asish Narayan, a member of The Institute of Company Secretaries of
India (ICSI), has been appointed as Company Secretary of the Company
with effect from 13th July, 2009 following the retirement of Shri R. L.
Saboo.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are annexed hereto.
AUDITORS
M/s.Dayal and Lohia, Chartered Accountants, hold office as statutory
Auditors of the Company upto the conclusion of the ensuing Annual
General Meeting of the Company and are eligible for re-appointment. The
Company has received a letter from M/s.Dayal and Lohia, Chartered
Accountants expressing their willingness and eligibility to act as
Statutory Auditors of the Company under Section 224 (1B) of the
Companies Act, 1956, if appointed.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance alongwith the
requisite Auditors Certificate is annexed and forms part of this
Annual Report.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis
of information placed before them, the Directors state that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2010 and of the profit of
the Company for the said period;
(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 ofthe Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
STOCKEXCHANGE
The Companys equity shares are listed at Bombay Stock Exchange Ltd.
and the Annual Listing Fees for the year 2010-11 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO
Considering the Companys business activities, the Directors have
nothing to report u/s 217 (1 )(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 with reference to Conservation of Energy &
Technology Absorption.
Foreign Exchange Transactions: 2009-10 2008-09
Foreign Exchange Earnings (Rs.) Nil Nil
Foreign Exchange Outgo (Rs.) 1,47,800/- 66,750/-
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and support extended by all government authorities, financial
institutions, banks, consultants, solicitors and shareholders of the
company. The Directors express their appreciation forthe dedicated and
sincere services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Nandan Damani
Chairman & Managing Director
Mumbai, May 21, 2010