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TO THE MEMBER(S),

Your directors have pleasure in presenting the 24th Annual Report together with theaudited
statement of accounts for the year ending March 31, 2010.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2010 are as follows:-
Sl. No. Particulars Current Year Previous Year
(Rs.) In Lakhs (Rs.) In Lakhs
1. Sales and other Income 11,101.32 9,341.67
2. Profit before Depreciation 4,405.90 3,015.36
3. Depreciation 101.67 100.72
4. Profit after Depreciation but before Taxation 4,304.23 2,914.64
5. Provision for Taxation 763.73 316.86
6. Profit after Depreciation and Taxation 3,540.50 2,597.79
7. Surplus brought forward from previous year 199.79 102.00
8. Profit available for Appropriation 3,740.29 2,699.79
9. Proposed Dividend 281.04 0.00
10. Tax on Proposed Dividend 26.35 0.00
11. Transfer to General Reserve 3,200.00 2,500.00
12. Balance Surplus carried to Balance Sheet 232.91 199.79

Financial Year 2009-10 witnessed a recovery in demand almost in every sector of theeconomy.
Amongst all the sectors of the economy the real estate sector was the worstsufferer during the
financial year 2008-09. However this sector is recovering quietly thisfinancial year.

The turnover of the Company during the financial year 2009-10 was Rs. 11,101.32 lakhsas
compare to Rs. 9,341.67 lakhs during the previous financial year representing a growthof 19%
and net profit was at Rs. 3,540.50 lakhs compared to 2,597.79 lakhs recording agrowth of
36.29%.

On Consolidated basis, during the year 2009-10 the total income of your company and
itssubsidiaries was at Rs. 12,102.91 as against Rs. 10,401.04 lakhs during the previous
year.Further, the consolidated net profit was at Rs. 3,676.96 as compared to Rs. 2,839.88 inthe
previous year ended March 31, 2009.

Operations

A brief summary of on-going projects


Project Name Type Saleable Area Area Booked as on 31/03/2010
Location (Isf) (Isf)
Ashiana Aangan, Bhiwadi Group Housing 20.62 9.70
Village Centre, Bhiwadi Retail & Hotel 1.00 N.A.
Utsav,* Jaipur Retirement Resort 3.88 0.77
Ashiana Greenwood,* Jaipur Group Housing 3.62 1.83
Ashiana Brahmananda, Jamshedpur Group Housing 4.79 0.82
Ashiana Amarbagh,* Jodhpur Group Housing 5.33 1.95
Utsav, Lavasa Retirement Resort 6.87 1.12
Rangoli Gardens,* Jaipur Group Housing 25.00 0.40
Total 71.11 16.59

* In partnership

A brief summary of future projects


Land Name and Location Land Area (Acres) Estimated Saleable Area
Proposed Development
(Lakhs in Sq. Ft.)
Milakpur Land, Bhiwadi 40.63 31.0 Group Housing & Retirement Resort
Tanawada Land, Vill Tanawada, Jodhpur 10.92 4.7 Group Housing
Marine Plaza, Sonari, Jodhpur 1.95 1.7 Retail & Hotel
Ashiana Amar Infrastructure, Pali Road, Jodhpur 4.02 1.0 Retail & Hotel
Total 57.52 38.4

2. SECTION 80 (IB) PROJECTS

Your Directors have pleasure in reporting that following projects are eligible forclaiming deduction
under Section 80 (IB) of the Income Tax Act, 1961:
Sl. Project Name
1. Ashiana Aangan, (Bhiwadi)
2. Ashiana Manglam, (Jaipur)
3. Ashiana Utsav, (Jaipur)
4. Ashiana Greenwood, (Jaipur)
5. Ashiana Amarbagh, (Jodhpur)

3. DIVIDEND

The Board of Directors of the Company has recommended dividend @ of 15% i.e. Rs. 1.5(Rupee
One and Fifty Paisa) per equity share of the company for the Financial Year2009-10.

4. FURTHER ISSUE OF SHARES

The Board of directors of the Company vide its resolution passed by circulation datedMay 18,
2010 have decided not to proceed with the proposed right issue of the equityshares of the
Company.

5. DIRECTORS

There are seven directors on the Board of the Company and there is no change in thedirectorship
during the year under review. The term of Shri Om Prakash Gupta, ManagingDirector of the
company, has expired on March 31, 2010. He further stepped down from thedirectorship of the
Company. Later he was appointed as Chairman Emeritus by the Board ofdirectors of the
Company.

Shri Ashok Kumar Mattoo and Shri Abhishek Dalmia, Directors are retiring by rotation atthe
ensuing Annual General Meeting of the Company and are eligible for re-appointment.

6. AUDITORS

M/s. B. Chhawchharia & Co., Chartered Accountants, Auditors of the Company, retiresat the
conclusion of ensuing Annual General Meeting and being eligible, offer them forre-appointment.
The Company has received a Certificate to the effect that theirre-appointment, if made, will be
within the prescribed limit under Section 224 (1B) of theCompanies Act, 1956. The Directors and
the Audit Committee recommends theirre-appointment.

7. FIXED DEPOSITS

The Company had neither invited nor accepted any deposits from the public within themeaning of
the Companies (Acceptance of Deposits) Rules 1975.

8. SUBSIDIARY COMPANIES
As on date there are two subsidiaries of the Company namely Vatika Marketing Ltd. andAshiana
Retirement Villages Ltd.

The Audited statement of Accounts along with Directors' Report & Auditors' Reportfor the year
ended March 31, 2010 of M/s. Vatika Marketing Ltd. and M/s. AshianaRetirement Villages Limited
as well as the extent of holdings therein are annexed to thisAccount pursuant to Section 212 of
the Companies Act, 1956. Further, in accordance withAccounting Standard 21, a consolidated
Financial Statement of the Company and itssubsidiaries forms part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the ‘Management Discussionand
Analysis’ which is a part of the Directors’ Report.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, theReport on
Corporate Governance together with Auditors Certificate regarding Compliance ofthe SEBI Code
of Corporate Governance is annexed herewith.

A certificate from M/s. B. Chhawchharia & Co., Chartered Accountants confirmingcompliance of


conditions of corporate governance as stipulated under clause 49 is alsoannexed to the Report
on Corporate Governance.

11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND


FOREIGNEXCHANGE EARNINGS AND OUTGO

Your Directors are of the opinion that particulars with respect to Conservation ofEnergy and
Technology Absorption as per Section 217 (1) (e) of the Companies Act, 1956read with the
Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 are not
relevant in view of the nature of business activities ofthe company and hence, are not required to
be given. There have been no foreign exchangeearnings whereas expenditure of Rs. 13,86,446/-
(Rupees Thirteen Lakhs Eighty Six ThousandFour Hundred & Forty Six Only) has been incurred
in foreign urrency during the yearunder review.

12. PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laiddawn
under the provisions of section 217(2A) of the Companies Act, 1956 read with theCompanies
(Particulars of Employees) Rules, 1975.

13. PROFESSIONAL PROFILE

In an industry where shortage of skilled workers hurts all infrastructure builders,Ashiana is having
80% of its workers in skilled category in the Construction department(Engineers, Skilled &
Unskilled Workers). Skilled workers and engineers helpmanagement coordinate multiple vendors
and optimal allocation of resources. As the companyis prepared to spend money to raise its
production capacities, skillful project managementand innovative solutions will be necessary to
prevent bottlenecks.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of annual accounts, applicable accounting standards have beenfollowed by
the Company;
(ii) Such accounting policies have been selected and consistently applied and judgments&
estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of
affairs of the Company as at March 31, 2010 and of the profit of the Companyfor the year ended
on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting
records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the
assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) Annual accounts have been prepared on a going concern basis.

15. CODE OF CONDUCT AND ETHICS

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors
andSenior Executives of the Company. The object of the Code is to conduct the
Company’sbusiness ethically and with responsibility, integrity, fairness, transparency and
honesty.The Code sets out a broad policy for one’s conduct in dealing with the company,fellow
directors and with the environment in which the company operates. The code isavailable on the
Company’s website (www.ashianahousing.com).

16. ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express its grateful thanks and wishto place on
record its appreciation to the Government of India, The Govt. of Rajasthan,the Govt. of
Maharastra and the Govt. of Jharkhand and their agencies for providing usexcellent business
opportunities, to our bankers for their continued support and guidancefrom time to time and to the
employees of the Company at all levels for the continuedco-operation and unstinted support
extended to the Company.

The Directors also express their sincere thanks to all the shareholders for thecontinued support
and trust they have reposed in the Management.

On behalf of the Board of Directors


Vishal Gupta Ankur Gupta
Managing Director Jt. Managing Director
Place : New Delhi
Dated : May 29, 2010

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