DIRECTORS REPORT The Directors have pleasure in submitting their Thirty Eighth Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2015. DIVIDEND: In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs. 6/-per equity share (60%) for the year 2014-15. FUTURE PROSPECTS: The project under development by a SPV (a LLP) wherein the Company holds 40% stake has commenced it's basic activities and is in progress. The said project is witnessing good sale enquiries even before it's official launch/commencement. The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year. DIRECTORS: In accordance with the new Companies Act, 2013, Mr. Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment. Mrs. Shailaja C. Shah has been appointed as an additional director of the Company with effect from 25th March, 2015, who holds office till the Annual General Meeting. Brief resume of Mrs. Shailaja C. Shah, nature of her experience in specific functional area and names of the companies in which she holds directorship, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report. FIXED DEPOSITS: Your Company has not accepted any deposits from the public or it's employees during the period under review. PARTICULARS OF EMPLOYEES: Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure that forms part of this Director's Report. CONSIDERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. There were no foreign exchange earnings and outgo during the current period. LISTING: The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2014-15. DEMATERIALIZATION OF SHARES: The members are aware that the Company's equity shares are under compulsory trading in dematerialized form for all categories of investors. REPORT U/S 134 (3) OF THE COMPANIES ACT 2013: A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Director's Report. CORPORATE GOVERNANCE: A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. AUDITORS M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013. ACKNOWLEDGMENTS: The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review. The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company. Their dedicated efforts and enthusiasm has been integral to your Company's growth. By Order of the Board Chetan R. Shah Chairman & Managing Director. Date: 27th May, 2015 Place: Mumbai |