Thirteenth Annual Report

Transcription

1 Thirteenth Annual Report VIJAY * SHANTHI Vijay Complex, IV Floor, No. 3, Slackers Road Anna Salai, Chennai Tel: , Fax: chanmark@giasmd01.vsnl.net.in

2 (ANNUAL REPORT ) Registered office: IV floor, Vijay Complex, No:3, Slackers Road.Anna Salai, Chennai Ph : , Board of Directors Chandan Parmar Suresh Kumar Chandan kumar Naresh Kumar Bajranglal Eriwal Nitin Kumar K.L. Choudhury Chairman Managing Director Joint Managing Director Whole Time Director Director Director Director Company Secretary Bankers Statutory Auditors Internal Auditors Legal Advisors NAME AND ADDRESS OF THE STOCK EXCHANGE 1. Madras Stock Exchange (Regional Stock Exchange) Post Box No: 183, Second Line Beach, Chennai Mumbai Stock Exchange Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai Share Transfer/Demat Agent: Trident Investment and Portfolio Services Private Limited. 7, Fourth Main Road, United India Colony, Kodambakkam.Chennai Depository: National Securities Depository Ltd. Swaminathan The South Indian Bank Ltd, Chennai UCO Bank, Chennai M/s. Ramarathnam & co. New No:26, 4 th Street, Abiramapuram, Chennai Santhana Krishnan C.A Mr. Mohan Parasaran, 13,18th Street, Dr.Radhakrishnan Road, Mylapore, Chennai Notice to Share Holders Directors Report Corporate Governance Report Auditors Certificate Auditors Report Annexure for Auditors Report Balance Sheet Profit and Loss Account Notes on Accounts Balance Sheet Abstract Cash Flow Statement Attendance and Admission Slip Page No ,

3 (NOTICE TO SHAREHOLDERS: ) Notice is hereby given that thethirteenth Annual General Meeting of the Company will be held at Padmavathy Hall, No.93, Arcot Road, Virugambakkam, Chennai on Monday, the 27th, September 2004 at AM to transact the following business: ORDINARY BUSINESS: 1. To receive consider and adopt the Audited Balance sheet as at 31st March 2004 and Profit and Loss Account for the year ended on that date together with the report of the Auditors thereon and the report of the Board of Directors. 2. To elect Directors: a) To appoint a Director in the place of Mr.Chandan Parmar, who retires by rotation and being eligible, offers himself for re-appointment. b) To appoint a Director in the place of Mr.Suresh Kumar, who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION, "RESOLVED THAT M/S.V.RAMARATNAM &CO., Chartered Accountants, Chennai, the retiring Statutory Auditors, be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the Conclusion of the next Annual General Meeting of the Company on a remuneration to be fixed by the Board of Directors of the company. SPECIAL BUSINESS : TO CONSIDER AND IFTHOUGHT FIT TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTIONS AS A SPECIAL RESOLUTIONS: 4. "RESOLVED THAT subject to the Provisions of Sections 198,269,309,310 and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII to the Act, consent of the Company be and is hereby given for the appointment of Mr.CHANDAN KUMAR as Joint Managing Director for a period of 3 years commencing retrospectively from 1 st January 2004 and payment of remuneration as mentioned below: Salary - Rs. 60,0007- per month (effective from ) PERQUISITES: Perquisites within the limits laid down in schedule XIII of the companies Act, 1956 as amended from time to time. 5. "RESOLVED THAT subject to the Provisions of Sections 198,269,309,310 and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII to the Act consent of the Company be and is hereby given for the appointment of Mr.NARESH KUMAR as Whole Time Director for a period of 3 years commencing retrospectively from 1 st January 2004 and payment of remuneration as mentioned below: Salary - Rs. 60,0007- per month

4 PERQUISITES: Perquisites within the limits laid down in schedule XIII of the companies Act, 1956 as amended from time to time. Place : Chennai - 2. Date : NOTES: By order of the Board CHANDAN PARMAR Chairman 1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. The proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered office of the company, not later that 48 hours before the meeting. 2. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Special Business under Item Nos.4 to 5 is annexed hereto. 3. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, the 16th September 2004 to Monday, the 27th September 2004 (both days inclusive). 4. Members are requested to notify immediately any change in their address to the Company. 5. As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting, Members are, therefore, requested to bring their copies of the "Annual Report" to the Meeting. 6. The Company has engaged M/s.Trident Investment and Portfolio Services Private Limited. 7, Fourth Main Road, United India Colony, Kodambakkam, Chennai as our Registrar & Transfer Agent; (R&TA) to undertake all investor servicing activities both demat and physical segments. All concerned are requested to send their documents and address all their future correspondence directly to the above will be forwarded to the R & TA by us. 7. Members/Proxies are requested to affix their signature on the Attendance / Admission slip provided in the 'Annual Report' and hand over the same at the Venue of the Meeting. Only Members/ Proxies (whose Proxy forms have already reached the company) with the 'Attendance slip' will be admitted. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, ITEM No. 2 OF THE AGENDA. Resolutions have been Proposed for Reappointment of Shri.Chandan Parmar & Shri. Suresh Kumar are the Directors of the company Liable to retire by rotation. Shri. Chandan Parmar is a Professional Tax Consultant and has 25 years of Business and Professional experience. He is a chairman and member of Audit committee. Shri Suresh Kumar had been Director of Company since Incorporation (except for a brief break) and he has 20 years of Business experience. He is the Chairman of Share Transfer Committee. ITEM No. 4 OF THE AGENDA. Chandan Kumar has been working as a Managing Director of the Akash Housing Limited- for a number of years. He was very closely associated with operations of Akash Housing Limited

5 and was involving himself in the day to day operations of the company as its Managing Director. Consequent merger of Akash Housing Limited with the company, the Board of Directors appointed Shri Chandan Kumar as Joint Managing Director of the company in their meeting held on The Appointment has been made for 3 years commencing from and was made initially without salary (since he was drawing salary from Akash Housing Limited ). However after the Approval of Amalgamation of Akash Housing Limited with Vijay Shanthi Builders Limited by the Honourable High court of Madras vide its order dated , the Board in their meeting held on have fixed the salary of Rs. 60,000 per month to Shri Chandan Kumar along with perquisites as mentioned in the resolution. The said remuneration Package has been approved by the remuneration committee also in their meeting held on 10 th March Now a special resolution has been proposed as Item No 4 of the Agenda seeking share holders approval for the said appointment and payment of salary with in the meaning of sec. 269 of the Companies Act 1956, read with Schedule XIII of the Companies Act None of the Directors other than Shri. Chandan Parmar, Shri. Suresh Kumar, Shri. Naresh Kumar, being relatives, are interested in the above resolution. ITEM No. 5 OF THE AGENDA. Shri. Naresh Kumar has been associated with the company as Director since incorporation and, he has been involving himself on real estate and Mineral water 1 project of the Company. Consequent to the demise of V.C. Jain Chairman last year, his responsibilities been increased which he has been discharging fully and efficiently. He carries with himself vast business experience and knowledge. Considering all these factors, Board of Directors in their meeting held on have appointed Sri Naresh Kumar has Whole Time Director in the term set out in the resolution for the period of 3 years Commencing from 1 st January The remuneration has been approved by the remuneration committee in its meeting held on Now a special resolution has been proposed as Item No. 5 of the Agenda seeking share holders approval for the said appointment and payment of salary within the meaning of Sec 269 of the Companies Act 1956, read with Schedule XIII of the Companies Act None of the Directors other than Shri.Chandan Parmar, Shri. Suresh Kumar and Shri. Chandan Kumar being relatives are interested in the above resolution. Place : Chennai - 2. Date : By order of the Board CHANDAN PARMAR Chairman

6 STATEMENT REGARDING THE APPOINTMENTS OF MANAGERIAL PERSONNEL PROPOSED TO BE APPOINTED AS PER THE SPECIAL BUSINESS CONTAINED IN THE NOTICE GENERAL INFORMATION Nature of Industry Date of Commencement of Commercial Production Financial Performance Export Performance and net Foreign Exchange Collaborations : Foreign Investments, Collaborators : Information on Both the Appointments Background Details : Major exposure into Residential Construction with minor exposure in Mineral Water Production. Not applicable being a Construction company Commercial production of mineral water since Year PAT (Rs. Lakhs) EPS (in Rs.) Nil Nil Shri Chandan Kumar is a director In the Board of Director and Managing Director of Akash Housing Ltd. (now merged with Vijay Shanthi Builders Ltd.) Shri Naresh Kumar is a director in the Board of the Company. Past Remuneration Recognition or Awards Job Profile and Suitability Shri Chandan Kumar was drawing Rs.60,000 per month as Managing Director of Akash Housing Ltd. Shri Naresh Kumar was not drawing any remuneration earlier. Nil Shri Chandan Kumar is 40 years old, is a graduate and has 15 years of experience with the industry while Shri Naresh Kumar is 38 years old, is graduate and has 13 years of experience with the industry. Both the appointees are directors of the Company since incorporation and are fully acquainted with operations of the company. They would be incharge of day to day operations of the company including conceptualizing of the flat promotion, negotiations with various agencies involved quality control, marketing and ultimate product delivery and ensuring customer satisfaction.

7 Remuneration Proposed Comparative Remuneration Profile Pecuniary Relationships Directly or indirectly with the company or relationships with the Managerial Personnel if any OTHER INFORMATION Reasons for inadequate Profits Steps taken or proposed to be taken for improvement Expected increase in productivity and profits in measurable terms Shri Chandan Kuamr Rs.60,000 per month +Perks Shri Naresh Kumar Rs.60,000 per month + Perks as more detailed in the notice calling the meeting. The Board is of the opinion considering the size of the company with expanded capital base and operations after the merger with Akash Housing Ltd, and considering the projects on going, (as detailed in the Directors report), and compared with vast experience of the appointees in construction since incorporation and to ensure just and proper discharge of the duties, obligations and responsibilities by the appointees, the remuneration proposed is not high as compared with the industry remuneration. Both the appointees are promoters-first Directors of the Company. Shri Suresh Kumar, Managing Director is the brother of both the appointees. The construction industry is under pressure due to mushrooming players. However the company is able to maintain increase in profits every year inspite of tough competition. The merger of Akash Housing Ltd with Company will give added synergy for expanding operations and improving profitability thereof. The directors report details the on going projects. The Board expects the company to post increased profits (subject to unforeseen circumstances) for as compared to BY ORDER OF THE BOARD Place : Chennai - 2. Date : CHANDAN PARMAR Chairman

8 REPORT OF THE DIRECTORS TO THE MEMBERS Your Directors have great pleasure in presenting their Thirteenth Annual Report together with the Audited Financial Accounts of the Company for the year ended 31st March FINANCIAL RESULTS Particulars INCOME Sales Other Income Total Expenditure Gross Profit (Before Int. Depn. & Tax) Interest Depreciation Profit Before Tax Provision for Tax Year ended : (Rupees in lacs) Year ended I Profit After Current Tax Less: Deferred Tax Net Profit Add: Surplus From Previous Year Profit available for Appropriation Less: General Reserve Proposed Dividend Miscellaneous Expenses Tax Arrears Balance Carried Forward _ _ DIVIDEND : In order to conserve the profits for the future growth and also considering the expanded capital after merger of the company, the Directors do not recommend any Dividend. REVIEW OF OPERATIONS During the year the company has constructed many Projects and sold more than 200 flats. Currently your company has undertaken the following projects and same is expected to be completed before the end of this financial year except the last 2 projects.

9 NAME OF THE PROJECT PRAKRUTI (perungudi) No:1, Thirumalai Nagar Annexe, 2 nd cross Street, perungudi, Chennai-96. SANSKRUTHI (selaiyur) No:27, Santhana Lakshmi St., Rajeshwari Nagar, Selaiyur, Chennai- 73 NITYANAND SAGAR APTS (sembium) No:11, Madhavaram High Road, Sembium, Chennai -11. RUDHRAKS (valasarvakkam) No:57, Kurunji street, Fathima Nagar, Valasarvakkam, Chennai WHISPERING MEADOWS (perungudi) No:41/39, Facit Avenue Road, Perungudi, Chennai ARADHANA (perungudi) No: 1, Telephone nagar, 2 nd Main Road, V.P.K.Street, perungudi, Chennai-96. TEMPLE VIEW (kattupakkam) Shanthi Nagar Annexe, Badhri Medu, Kattupakkam, Chennai GOLDEN PALMS (perungudi) No:95,1 81 Main Road, Rajiv Nagar Extn., Perungudi, Chennai-96. TELEPHONE NAGAR II (perungudi) V.P.K.Street, Perungudi, Chennai- 96. DAFFODILS (chetpet) Old No:3, New No:5, Plot No:3 Mayor Sathyamurthy Road, Chetpet, Chennai MOKSH (Adyar) No:10, 7 th Cross Street, Shastri Nagar, Adyar, Chennai HALLS ROAD (Egmore) No:50/36, Halls Road, Egmore, Chennai - 8. PYCRAFTS GARDEN No:9, Haddows Road, Nungambakkam, Chennai- 34. MALAVIYA AVENUE Adyar, Chennai. BUILD UP AREA in sq.ft

10 MINERAL WATER DIVISION: The Mineral Water Division of the company has attained turnover of Rs. 209 lakhs. The company has undertaken measures to improve the sales inspite of stiff competition from the other manufacturers. FUTURE PROSPECTS The company welcomes recent announcement in the union budget extending certain tax concession for housing sectors in the Sec 80IB of Income Tax Act Your company feels that Chennai becoming the hub of housing activity due to increasing the number of software companies and foreign/ banks opening offices in Chennai, the demand for housing has gone up considerably. In this background the tax breaks introduced in the budget should benefit the industry. AMALGAMATION. The company had sought and obtained an approval from the members of the company for merging M/s. Akash Housing Limited with a company in an E.G.M. held on 18 th August Subsequently, the Honourable High Court of Madras in its Order dated 27 th February 2004 has approved the amalgamation as required under Companies Act 1956, fixing the effective date of merger as 1 st April Consequently the entire assets and liabilities of Akash Housing Limited stands transferred and vested in Vijay Shanthi Builders Limited with effect from and figures for the current financial year include the results of Akash Housing Limited for the period 1 st April i2003 to 31 SI March In the terms of scheme of Amalgamation, the company has allotted 30,96,400 number of equity shares of Rs. 10 each credited as fully paid the share holder of Akash Housing Ltd on 20 th May The company has initiated the process of calling for the surrender of old share certificate of Akash Housing Limited for cancellation and issue of fresh share certificates of Vijay Shanthi Builders Limited in its place. DIRECTORS : Pursuant to the Provision of the Companies Act, 1956 and the Articles of Association of the Company, the Directors Mr.Chandan Parmar and Mr.Suresh Kumar retire by rotation and being eligible offer themselves for reappointment. A gist to their profile is given in the explanatory statement to the notice. The Board in its meeting held on 1 st January 2004 have appointed Shri Chandan Kumar has Joint Managing Director of the company and Shri Naresh Kumar has Whole Time Director along with payment of salary Rs. 60,000 per month along with perquisites as laid down in the notice. Special resolutions have been proposed seeking share holders approval for the said appointments. DIRECTORS RESPONSIBILITY STATEMENT (i) That in the preparation of the annual accounts for the financial year ended 31 st March 2004, the applicable accounting standards had been followed along with proper explanation relating to material departures. (ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable