12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 BOARD OF DIRECTORS 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 E. SUDHIR REDDY T.N. CHATURVEDI 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 Chairman & Joint Managing Director 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 Director 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 E. SUNIL REDDY P.R. TRIPATHI 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 Managing Director Director 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 R. BALARAMI REDDY G. ANANTH SENA REDDY 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 Director Director 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 12345678901234567890123456789012123456789012345678901234567890121234567890123456789012345 123456789012345678901234567890121234 123456789012345678901234567890121234 123456789012345678901234567890121234 123456789012345678901234567890121234 P. VIJAYA BHASKAR 123456789012345678901234567890121234 123456789012345678901234567890121234 Company Secretary 123456789012345678901234567890121234 123456789012345678901234567890121234 STATUTORY AUDITORS M/s. Deloitte Haskins & Sells Chartered Accountants 1-8-384 & 385, 3rd Floor, Gowra Grand, Sardar Patel Road, Begumpet, Secunderabad 500 003. 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 INTERNAL AUDITOR T. Vijay Kumar Chartered Accountant Plot # 101, Jyothi Pride Apts. P.S. Nagar, Masab Tank Hyderabad 500 028. REGISTRARS & TRANSFER AGENTS M/s. KARVY Computershare Private Ltd Karvy House, 46, Avenue 4, Street No.1 Banjara Hills, Hyderabad 500 034 BANKERS Canara bank HDFC Bank Limited ICICI Bank Limited Indian Overseas Bank Limited ING Vysya Bank Limited Karnataka Bank Limited Kotak Mahindra Bank Limited State Bank of India Tamilnad Mercantile Bank Limited Yes Bank Limited REGISTERED OFFICE M-22/3RT, Vijayanagar Colony Hyderabad 500 057 Tel : +91-40 - 2334 3678 / 3550 / 5130 / 8467 3093 1999 (30 Lines), Fax: + 91-40 - 2334 5004 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1234 1 CORPORATE OFFICE Mihir, 8-2-350/5/A/24/1-B& 2, Road No. 2, Panchavathi Colony, Banjara Hills, Hyderabad 500 034 Tel : +91-40 - 2335 6613 / 15 /18 /21 /51 to 55 3093 1111 / 1444 (60 Lines), Fax: + 91-40 - 2335 6693
CONTENTS Board of Directors Notice Directors Report Management Discussion & Analysis Report on Corporate Governance Auditors Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedules Consolidated Financial Statements One Three Five Seventeen Nineteen Twenty Eight Thirty One Thirty Two Thirty Three Thirty Five Fifty Nine FORWARD LOOKING STATEMENT This communication contains statements that constitute forward looking statements including without limitations, statements relating to the implementation of strategic initiatives and other statements relating to our future business developments and economic performance. While these forward looking statements represent our judgements and future expectations concerning the devlopment of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors including but are not limited to, generated market, macro-economic, governmental and regulatory trends, movements in currency exchange and interest rates, competitive pressures, technological developments, changes in financial condition of third parties dealing with us, legislative developments, and other key factors that have been indicated could adversely affect our business and financial performance. IVR PRIME undertakes no obligation to publicly revise any forward looking statements to reflect future events or circumstances. 2
NOTICE TO SHAREHOLDERS Notice is hereby given that the thirteenth Annual General Meeting of the Members of IVR Prime Urban Developers Limited will be held on Tuesday the 8th September, 2009 at 11.30 A.M. at Hotel Fortune Katriya, Somajiguda, Hyderabad - 500 082 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Profit & Loss Account for the year ended March 31, 2009, the Balance Sheet as at that date and the Reports of the Board of Directors and the Auditors attached thereto. 2. To appoint a Director in place of Mr. R. Balarami Reddy, a Director, who retires by rotation and being eligible offers himself for reappointment. 3. To appoint a Director in place of Mr. G. Ananth Sena Reddy, a Director, who retires by rotation and being eligible offers himself for reappointment. 4. To re-appoint Auditors and fix their remuneration. To consider and if thought fit to pass with or without modification(s) the following resolution as an ordinary resolution: RESOLVED THAT M/s Deloitte Haskins & Sells, Chartered Accountants, the retiring 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 next annual general meeting and that the Board of Directors of the Company be and is hereby authorised to fix the remuneration payable to them. By order of the Board of Directors NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself and the proxy need not be a member of the Company. The proxy forms to be valid should be deposited at the Registered office of the Company at least 48 hours before the commencement of the meeting. 2 A Member desirous of seeking any information on the accounts or operations of the Company is requested to forward his / her query in writing to the Company at least seven working days prior to the meeting, so that the required information can be made available at the meeting. 3 The Statement of particulars of Directors seeking reappointment under Clause 49 of the listing agreement is enclosed. 4 Members may please bring the Admission Slip duly filled in and may hand over the same at the entrance of the Meeting Hall. 5 Members, who hold shares in dematerialized form, are requested to bring their depository account number (Client ID No) for easier identification and recording of attendance at the meeting. 6 The Register of Members and Share Transfer Books of the Company shall be closed from 03.09.2009 to 08.09.2009 both days inclusive. By order of the Board of Directors Registered Office : M-22/3RT, Vijaynagar Colony, Hyderabad - 500057 Date: 29.05.2009 P. Vijaya Bhaskar Company Secretary Registered Office : M-22/3RT, Vijaynagar Colony, Hyderabad - 500057 Date: 29.05.2009 P. Vijaya Bhaskar Company Secretary 3
Details of the Directors seeking re-appointment at the forthcoming Annual General Meeting (Pursuant to Clause 49 of the Listing Agreement) Name of Director Mr. R. Balarami Reddy Mr. G. Ananth Sena Reddy Date of Birth 01.07.1954 30.08.1969 Date of Appointment 02.05.2001 30.01.2009 Expertise in Specific funtional areas He is a fellow member of the Institute of Chartered Accountants of India, and Associated member of the Institute of Cost and Works Accountants of India, Institute of Company Secretaries of India. He practiced as a Chartered Accountant for a period of 7 years earlier. He is having rich experience in the areas of real estate, mine planning operations etc., Qualification B.Com, FCA, AICWA, ACS B.Com List of other companies in which Directorship is held as on 31st March, 2009 Chairman / Member of the Committees of the Board of the other Companies in which he is a Director as on 31st March, 2009 a) IVRCL Infrastructures & Projects Ltd b) Hindustan Dorr-Oliver Limited c) IVR Strategic Resources & Services Ltd d) IVRCL Water Infrastructures Ltd e) First STP Private Limited f) IVRCL PSC Pipes Private Ltd g) IVR Enviro Projects Private Ltd h) IVRCL Building Products Ltd I) IVR Hotels and Resorts Ltd j) AP Enercon Engineers Private Ltd k) CSS Technergy Ltd Audit Committee Chairman 1. IVRCL Water Infrastructures Ltd 2. IVR Strategic Resources & Services Ltd Audit Committtee Member 1. Hindustan Dorr- Oliver Ltd Investor Grievance Committee Member 1. IVRCL Infrastructures & Projects Ltd Sun Mining Private Limited NIL Equity shares held in 1,31,700 Nil the Company as on 31.03.2009 4
To The Members, DIRECTORS REPORT Your Directors present the Thirteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2009. The performance of the Company for the financial year ended March 31, 2009 is summarised below: 1. FINANCIAL RESULTS: (Rs.in million) Year ended Year ended 31.03.2009 31.03.2008 Gross Turnover 810.65 6,143.32 Profit: Before interest, depreciation & tax 200.90 2,509.27 Interest 54.19 83.04 Less : Depreciation 12.94 7.50 Profit before tax 133.77 2,418.73 Provision for tax 47.91 660.79 Profit after tax (PAT) 85.86 1,757.94 Balance brought forward from previous year 1,596.04 314.10 Profit available for appropriation 1,681.90 2,072.04 Transfer to general reserve NIL 175.79 Proposed dividend NIL 256.60 Corporate dividend tax NIL 43.61 Balance carried to balance sheet 1,681.90 1,596.04 Paid-up capital 641.50 641.50 Reserves and Surplus 9,195.01 9,109.15 2. REVIEW OF PERFORMANCE: Your Company achieved a turnover of Rs. 810.65 millions in the financial year ended 31.03.2009 as against Rs.6,143.32 million for the previous financial year. The Profit Before Tax (PBT) has come down from Rs.2418.73 million to Rs.133.77 million. The EPS has decreased from Rs.29.72 per share to Rs.1.34 per share. 3. DIVIDEND: Your Directors regret their inability to recommend any dividend for the year 2008-09, due to the decreased profits. 4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS: The Company has 48 subsidiaries as on 31st March 2009 and the information regarding subsidiaries under Section 212 is furnished in Annexure A to this Report. The details of investment made by the company in its various subsidiaries during the year and the value of the investment as on 31st March 2009 have been furnished in Para 14 A (i) of Schedule - 19 Notes to Accounts. 5 Brief financial details of the subsidiaries have been furnished in Annexure B to the Directors Report forming part of the Annual Report. In terms of the Listing agreement with the Stock Exchanges and in accordance with the Accounting Standard 21, consolidated Financial statements of the Company and its subsidiaries forms part of the Annual Report. 5. DIRECTORS: Mr. R. Balarami Reddy and Mr. G. Ananth Sena Reddy, Directors are liable to retire at the forthcoming Annual General Meeting and being eligible offer themself for re-appointment. Mr. Mahesh Madduri resigned as Director with effect from 07.06.2008 due to his other engagements. Mr. G. Ananth Sena Reddy was appointed Director on 30.01.2009 in the above vacancy. 6. AUDITORS: M/s. Deloitte Haskins & Sells, the Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.
7. STATUTORY DISCLOSURE UNDER SECTION 217: As required under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees who were in receipt of remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 or more per month are set out in the Annexure C to this report. d. CORPORATE GOVERNANCE REPORT: Your directors adhere to the requirements set out in Clause 49 of the Listing Agreements with the Stock Exchanges. Report on Corporate Governance as stipulated in the said clause is annexed as Annexure - E hereto and forms part of this Report. The Chairman & Joint Managing Director s declaration regarding the compliance a. CONSERVATION OF ENERGY, TECHNOLOGY of Code of Business Conduct and Ethics for Board ABSORPTION, FOREIGN EXCHANGE Members and Senior Management personnel EARNINGS AND OUTGO: forms part of Report on Corporate Governance. Conservation of Energy, which is an on going Certificate from M/s D. Hanumanta Raju & Co, process in the company s activities, is not Company Secretaries, confirming the compliance furnished as the relative Rule is not applicable to of conditions of Corporate Governance as your Company. stipulated under Clause 49, is also annexed to the Report on Corporate Governance. There is no information to be furnished regarding Technology absorption as your Company has not 8. DIRECTORS RESPONSIBILITY STATEMENT: undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted. Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby declared and confirmed that: The Company is taking all steps to be compliant with all Environmental Laws. i. in the preparation of the annual accounts, the applicable accounting standards have been The Company has insured all its properties to the followed along with proper explanations relating extent required. to material departures; There is neither expenditure nor Earnings in ii. the directors have selected such accounting Foreign currency during the year 2008-09. policies and applied them consistently and made judgment and estimates that are reasonable and b. MANAGEMENT DISCUSSION AND ANALYSIS prudent so as to give a true and fair view of the STATEMENT: state of affairs of the Company as on 31st March, The Management Discussion and Analysis Report as stipulated under clause 49 of the Listing 2009, and the profit of the Company for the financial year ended on that date; Agreement with the Stock Exchanges, is annexed iii. the directors have taken proper and sufficient care as Annexure-D hereto and forms part of this report. for the maintenance of adequate accounting c. FUTURE PROSPECTS: records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets Your company acquired lands directly and of the Company and for preventing and detecting through its wholly owned subsidiaries and also fraud and other irregularities; and entered into Joint Development Agreements with some companies and individuals owning lands iv. the directors have prepared the annual accounts at Chennai, Hyderabad, Pune, Bangalore and of the Company on a going concern basis. Visakhapatnam. The plans for development of ACKNOWLEDGEMENTS: these lands are likely to result in around 70 million square feet of salable area during the next few The Directors wish to express their appreciation of years. However, the fortunes of the Company are the support and cooperation extended by the State linked to strong revival of the markets. Government, Banks, financial institutions, suppliers, clients and the holding company. The Directors also The recent trend indicates that the market has wish to thank all the employees for their contribution witnessed the lowest levels of demand and prices and continued cooperation throughout the year. from the foreign investment point of view. India For and on behalf of the Board is a promising destination especially compared with so called developed US and Europe. However, your management desires to take a cautious approach in respect of fresh investments Registered Office : M-22/3RT, Vijaynagar Colony, E. Sudhir Reddy in new projects and it is expected that the market Hyderabad - 500057 Chairman & would revive to its advantage. Date: 29.05.2009 Joint Managing Director 6
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company IVR Hotels IVRCL Agaram Mummidi Samatteri Anupampattu Tirumani IIavampedu and Resorts Mega Developers Developers Developers Developers Developers Developers Limited Malls Private Private Private Private Private Private Limited Limited Limited Limited Limited Limited Limited 1 2 3 4 5 6 7 8 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 239,355 50,250 10,000 10,000 10,000 10,000 10,000 10,000 b) Extent of holdings in percentage terms 66.88 100.00 100.00 100.00 100.00 100.00 100.00 100.00 7 The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- 30,288,921 (89,953) (27,878) (28,372) (27,917) (27,878) (31,961) (27,921) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- 1,935,532 (128,357) (49,170) (49,820) (49,132 (49,554) (22,611) (49,511
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company Chodavaram Gajuwaka Simhachalam Siripuram IVR Prime IVR Prime IVR Prime IVR Prime Developers Developers Prime Developers Developers Developers Developers Developers Private Private Developers Private (Amalapuram) (Erode) (Guntur) (Kakinada) Limited Limited Private Limited Private Private Private Private Limited Limited Limited Limited Limited 9 10 11 12 13 14 15 16 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 b) Extent of holdings in percentage terms 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 8 The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- (30,930) (29,788) (30,059) (29,835) (29,554) (29,554) (29,046) (29,046)) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- (22,606) (22,320) (22,269) (22,134) (22,023) (22,023) (21,896) (21,896)
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company IVR Prime IVR Prime Absorption IVR Prime IVR Prime IVR Prime IVR Prime Theata Developers Developers Aircon Developers Developers Developers Developers Developers (Araku) (Pudukottai) Engineers (Anakapalle) (Rajampeta) (Tanuku) (Red Hills) (Rajahmundry) Private Private Private Private Private Private Private Private Limited Limited Limited Limited Limited Limited Limited Limited 17 18 19 20 21 22 23 24 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 10,000 10,000 37,000 10,000 10,000 10,000 10,000 10,000 b) Extent of holdings in percentage terms 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 9 The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- (29,841) (28,540) (29,091) (30,782) (30,107) (30,107) (31,034) (30,107) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- (22,158) (21,896) (412,282) --- --- --- --- ---
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Developers Developers Developers Developers Developers Developers Developers Developers Developers (Tuni) (Bobbili) (Bhimavaram) (Valasaravakkam) (Adayar) (Ananthapuram) (Perambadur) (Egmore) (Tambaram) Private Private Private Private Private Private Private Private Private Limited Limited Limited Limited Limited Limited Limited Limited Limited 25 26 27 28 29 30 31 32 33 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10 b) Extent of holdings in percentage terms The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- --- (30,106) (30,107) (30,106) (30,781) (30,121) (29,446) (29,450) (30,321) (30,321) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company --- --- --- --- --- --- --- --- --- b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- ---
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company IVR IVR Prime IVR Prime IVR PUDL IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Vaana Developers Developers Resorts & Developers Developers Developers Developers Developers prashta (Ashram) (Retiral Homes) Clubs (Avadi) (Alwarpet) (Mylapore) (Thandiarpet) (Gummidipundi) Private Private Private Private Private Private Private Private Private Limited Limited Limited Limited Limited Limited Limited Limited Limited 34 35 36 37 38 39 40 41 42 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 11 b) Extent of holdings in percentage terms The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company 66.67 100.00 100.00 66.67 100.00 100.00 100.00 100.00 100.00 a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- --- --- --- --- (77,278) (29,815) (29,446) (33,219) (29,449) (29,449) (29,449) (29,449) (29,449) --- --- --- --- --- --- --- --- --- (44,071) --- --- (44,194 --- --- --- --- ---
Statement pursuant to section 212 of the companies Act, 1956 relating to subsidiary companies Annexure -A Name of the Subsidiary Company IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Bibi Nagar Developers Developers Developers Developers Developers Developers (Kodambakkam) (Arumbakkam) (Anna Nagar) (Pallavaram) (West Mambalam) Private Private Private Private Private Private Limited Limited Limited Limited Limited Limited 43 44 45 46 47 48 Number of shares held and extent of holding therof by the holding company, IVR Prime Urban Developers Ltd as at the above date: a ) The number of equity shares of Rs. 10/- each fully paid 10,000 10,000 10,000 10,000 10,000 10,000 12 b) Extent of holdings in percentage terms The net aggregate profits or (losses) of the subsidiary company of the current financial year so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company 100.00 100.00 100.00 100.00 100.00 100.00 --- --- --- --- --- --- b) Not dealt with or provided in the accounts of the holding company (Rs.) (29,449) (29,449) (29,449) (29,449) (29,449) (25,833) The net aggregate profits or (losses) of the subsidiary company for the previous financial years so far as it concerns the members of the holding company a) dealt with or provided in the accounts of the holding company --- --- --- --- --- --- b) Not dealt with or provided in the accounts of the holding company (Rs.) --- --- --- --- --- ---
13 Annexure - B Financial Information regarding subsidiary companies (In Rupees) Name of the IVR Hotels IVRCL Agaram Mummidi Samatteri Annppampattu Tirumani Subsidiary Company and Resorts Mega Developers Developers Developers Developers Developers Limited Malls Private Private Private Private Private Limited Limited Limited Limited Limited Limited 1 2 3 4 5 6 7 Capital 3,578,670 502,500 100,000 100,000 100000 100,000 100,000 Reserves 4,529,408,964 Total Assets 4,533,161,855 502,500 100,000 100,000 100,000 100,000 100,000 Total Liabilities 4,533,161,855 502,500 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- --- --- --- Turnover Profit Before Taxation 38,276,197 (89,953) (27,878) (28,372) (27,917) (27,878) (31,961) Provision for Taxation 7,987,276 Profit After Taxation 30,288,921 (89,953) (27,878) (28,372) (27,917) (27,878) (31,961) Proposed Dividend --- --- --- --- ---- --- --- Name of the IIavampedu Chodavaram Gajuwaka Simha Cha Siripuram IVR Prime IVR Prime Subsidiary Company Developers Developers Developers lam Prime Developers Developers Developers Private Private Private Developers Private (Amalapuram) (Erode) Limited Limited Limited Pvt. Limited Limited Pvt. Limited Pvt. Limited 8 9 10 11 12 13 14 Capital 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Reserves Total Assets 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Total Liabilities 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- --- --- --- Turnover Profit Before Taxation (27,921) (30,930) (29,788) (30,059) (29,835) (29,554) (29,554) Provision for Taxation --- --- --- --- --- --- --- Profit After Taxation (27,921) (30,930) (29,788) (30,059) (29,835) (29,554) (29,554) Proposed Dividend --- --- --- --- --- --- ---
14 Annexure - B Financial Information regarding subsidiary companies (In Rupees) Name of the IVR Prime IVR Prime IVR Prime IVR Prime Absorption IVR Prime IVR Prime Subsidiary Company Developers Developers Developers Developers Aircon Developers Developers (Guntur) (Kakinada) (Araku) (Pudukottai) Engineers (Anakapallee) (Rajampeta) Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited 15 16 17 18 19 20 21 Capital 100,000 100,000 100,000 100,000 370,000 100,000 100,000 Reserves Total Assets 100,000 100,000 100,000 100,000 370,000 100,000 100,000 Total Liabilities 100,000 100,000 100,000 100,000 370,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- ---- --- --- Turnover Profit Before Taxation (29,046) (29,046) 29,841) (28,540) (29,091) (30,782) (30,107) Provision for Taxation Profit After Taxation (29,046) (29,046) (29,841) (28,540) (29,091) (30,782) (30,107) Proposed Dividend --- --- --- --- ---- --- --- Name of the IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Siripuram Subsidiary Company Developers Developers Developers Developers Developers Developers Developers (Tanuku) (Red Hills) (Rajahmundry) (Tuni) (Bobbili) (Bhimavaram) (Valasaravakkam) Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited 22 23 24 25 26 27 28 Capital 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Reserves Total Assets 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Total Liabilities 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- ---- --- Turnover --- --- --- --- --- --- Profit Before Taxation (30,107) (30,034) (30,107) (30,106) (30,107) (30,106) (30,781) Provision for Taxation Profit After Taxation (30,107) (30,034) (30,107) (30,106) (30,107) (30,106) (30,781) Proposed Dividend --- --- --- --- ---- ---
15 Annexure - B Financial Information regarding subsidiary companies (In Rupees) Name of the IVR Prime IVR Prime IVR Prime IVR Prime IVR Prima IVR IVR Prime Subsidiary Company Developers Developers Developers Developers Developers Vaanaprastha Developers (Adyar) (Ananthapuram) (Perambadur) (Egmore) (Tambaram) Private (Ashram) Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Private Limited Limited Pvt. Limited 29 30 31 32 33 34 35 Capital 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Reserves Total Assets 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Total Liabilities 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- ---- --- --- Turnover Profit Before Taxation (30,121) (29,446) (29,450) (30,321) (30,321) (77.278) (29,815) Provision for Taxation --- --- --- --- --- --- --- Profit After Taxation (30,121) (29,446) (29,450) (30,321) (30,321) (77,278) (29,815) Proposed Dividend --- --- --- --- ---- --- --- Name of the IVR Prime IVR PUDL IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Subsidiary Company Developers Resorts & Developers Developers Developers Developers Developers (Retiral Homes) Clubs Private (Avadi) (Alwarpet) (Mylapore) (Thandiarpet) (Gummidipundi) Pvt. Limited Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited 36 37 38 39 40 41 42 Capital 100,000 150,000 100,000 100,000 100,000 100,000 100,000 Reserves Total Assets 100,000 150,000 100,000 100,000 100,000 100,000 100,000 Total Liabilities 100,000 150,000 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- --- --- --- Turnover --- --- --- --- --- --- --- Profit Before Taxation (29,446) (33,219) (29,449) (29,449) (29,449) (29,449) (29,449) Provision for Taxation --- --- --- --- --- --- --- Profit After Taxation (29,446) (33,219) (29,449) (29,449) (29,449) (29,449) (29,449) Proposed Dividend --- --- --- --- --- --- ---
Annexure - B Financial Information regarding Subsidiary C ompanies Name of the IVR Prime IVR Prime IVR Prime IVR Prime IVR Prime Bibinagar Subsidiary Company Developers Developers Developers Developers Developers Developers (Kodambakkam) (Arumbakkam) (Anna Nagar) (Pallavaram) (West Mambalam) Private Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Pvt. Limited Limited 43 44 45 46 47 48 Capital 100,000 100,000 100,000 100,000 100,000 100,000 Reserves Total Assets 100,000 100,000 100,000 100,000 100,000 100,000 Total Liabilities 100,000 100,000 100,000 100,000 100,000 100,000 Details of investment (except in case of investment in subsidiaries) --- --- --- --- --- --- Turnover --- --- --- --- --- --- Profit Before Taxation (29,449) (29,449) (29,449) (29,449) (29,449) (25,833) Provision for Taxation --- --- --- --- --- --- Profit After Taxation (29,449) (29,449) (29,449) (29,449) (29,449) (25,833) Proposed Dividend --- --- --- --- --- --- We IVR Prime Urban Developers Limited, do hereby undertake that annual accounts of the above subsidiary companies and the related detailed information will be made available to the investors of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in its Head Office and of the subsidiary company concerned. P. Vijaya Bhaskar Company Secretary Annexure C Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31 st March 2009 1. Name : E. Sunil Reddy 2. Age (Years) : 47 Years 3. Designation/Nature of duties : Managing Director - Overall control of the affairs of the Company 4. Gross Remuneration : Rs. 6.92 Million 5. Qualifications : B.Com, LLB 6. Total Experience (Years) : 22 7. Date of commencement of Employment : March 01, 2006 8 Last Employment : Director Legal with IVRCL Infrastructures & Projects Limited 9. Relationship with Directors : Related to Mr. E. Sudhir Reddy, Chairman & Joint Managing Director Notes: 1. The appointment is contractual. Other terms and conditions are as per Company Rules. 2. Gross Remuneration includes monthly Salary, P.F, Leave Encashment, taxable value of perquisites and Commission on Profits in terms of Schedule XIII of the Companies Act, 1956. For and on behalf of the Board Place: Hyderabad Date: May 29, 2009 16 E. Sudhir Reddy Chairman & Joint Managing Director
Annexure D to the Directors Report MANAGEMENT DISCUSSION AND ANALYSIS The global economic recession triggered by US sub-prime crisis has resulted in slow down of the economic growth in the Global economy. Though the impact of the recessionary trends is not totally felt in India, the estimates of growth rates were revised from 9% to 6%. The Indian Real Estate Sector has had its share of negative impact due to the recessionary conditions prevalent. The slow down of foreign investment in the country, uncertainties in the employment potential in I.T sector, the demand recession on the manufacturing sector had their ripples throughout the economy. The slump in demand for housing and commercial properties had tremendous impact on investment in real estate. The liquidity concerns have grown and loan disbursals to this sector were considerably slowed down witnessing tight liquidity. The home loan rates of interest have climbed steeply. The demand for commercial properties has fallen by about 35 to 40% in most of the cities. The anticipated growth rate of real estate sector has not only got reversed but the sector has witnessed a negative growth rate of 30 to 35% from the peak growth rates of 2007-08. The commercial property real estate transactions which are considered a key indicator of economic activity is showing signs of stability after a free fall during the early part of 2009. According to real estate consultants, the worst phase for the industry seems to be over as lease rentals both in peripheral areas as well as the central business districts of major cities are showing signs of settling down in addition to deals getting clinched. Transaction data shows that Chennai and its adjoining areas where your company has interest witnessed more than 1.95 million sq. ft of property deals in the first half of 2009 while the whole of 2008 witnessed transactions for around 4.9 million sq. feet. It is now being felt that the worst seems to be over and the down turn has been arrested. The change in sentiment with the advent of the new government at the Centre is proving to be new impetus for the economy. It is expected that the government through its budgetary measures would take steps to bring down the interest cost and encourage creation of housing facilities more affordable. A market analysis indicates that encouraged by price correction and lowering of interest rates, the real estate market after a period of relative inactivity lasting the first few months of the year, witnessed improved levels of activity on the part of the retail investors in the residential sector, especially in the low to mid-end housing segment. one of the major property consultants market view published indicate Level of enquiries went up and more significantly transaction velocity also increased marginally as compared to first quarter of 2009. However with most of the activity confined to smaller format offices vacancy levels remain high. Most developers deferred plans for launching any new projects - the focus being on deploying the scarce resources on completing the projects on hand. OUTLOOK With the renewed term for the present Government the positive sentiment witnessed, has given a boost to the economy. The liquidity has improved with foreign investments, resulting in lowering of interest rates. The demand for housing and commercial properties is showing signs of improvement from the current levels. There is growing demand for low cost housing. In addition there is visible shift in the development of zones around Tier II and Tier III towns and the demand for commercial and residential units would shift from costly metros and Tier I cities to these towns. OPERATIONS The Company has adopted a cautious approach during this period of slump in demand for housing and commercial properties while continuing to focus its attention on low cost lands in fast growing cities and suburbs having potential to attract economic activity connected to manufacturing sector, I.T / I.T enabled services, telecommunications and other sectors. The company s land bank at Chennai, Hyderabad, Noida, Bangalore, Pune, Nagpur and Visakhapatnam aggregates to 3,330 acres We have deferred plans for launching new projects and have been concentrating on projects on hand at Chennai and Bangalore while taking advantage of increased land values whenever possible to sell the land and stay liquid. Thus, the company is partly successful in mitigating the negative effects of recessionary trends in the economy. The company has no external debt other than debt taken from its own parent company. 17
OPPORTUNITIES AND THREATS Opportunities available are Reduction in raw material prices like Cement and Steel Reduction in interest rates on new home loans Prompting end-users to buy houses due to reduced interest costs Immense opportunity for development of townships with well balanced product mix including affordable housing Availability of distressed assets which can be redeveloped Threats being faced are Housing Finance refused to Real Estate Sector Negative sentiments of buyers driving down the demand further Sluggish demand and liquidity crunch leading to high carrying cost of work in progress Non-availability of working capital leading to delay in project execution Worsening recessionary conditions may affect the bottom lines Employment potential with the sector is decreasing due to sluggish market conditions Revival of demand for commercial space is becoming slow Land prices are not coming down in tune with the slowdown in the economy The slow down in economic growth in India could cause our business to suffer. The demand for housing is dependant on the growth of manufacturing and services sectors. Any slowdown in the Indian economy through these sectors besides agricultural economy would adversely affect our business. RISKS AND CONCERNS Geographical Risk Concentrated investment in SP-600 Project in Chennai and in Bangalore. Any adverse economic developments in Bangalore and Chennai, Pune and Visakhapatnam would adversely affect our business. Regulatory Risk Our business is subject to statutory and governmental 18 regulations, the legislation relating to conversion of agricultural land use to residential and commercial; environmental clearances, limitation on land acquisition by an individual entity are likely to affect our business. We are subject to extensive local, state and central laws that govern the acquisition, construction and development of land, regulation related to environmental laws relating to control of pollution of air and water, proportion and use of open spaces, building designs, fire safety standards, height of the buildings, access to water and other utilities, waste and waste disposals. We believe that our projects are in material compliance with such lands, laws and regulations. Material Risk Dependence on various suppliers of the diverse products involved in construction exposes us to risk related to quality / price of such products besides timely or satisfactory completion of the projects. Labour Risk The industry is facing the shortage of skilled labour which we are trying to mitigate through long-term contracts with labour contractors besides development of in-house training on a sustainable and long-term basis. The Company has in place a system of risk assessment and to mitigate the adverse effects of such risks. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has installed internal control systems which are considered adequate for controlling the operations of the Company. The company is in the process of further strengthening the internal control systems through its Finance and Legal functions to ensure that the operations adhere to the defined and established procedures and meet statutory requirements. FINANCIAL PERFORMANCE The sluggish demand for real estate housing and commercial space has lead to a cautious approach by the Company and no fresh projects were committed. The Company recorded revenue of Rs.810.65 million for the year 2008-09 as against Rs.6143.32 million for the year 2007-08. The Profit before Tax (PBT) at Rs.133.77 million and Profit after Tax (PAT) at Rs.85.86 million are commensurate with the turnover achieved. The Company is leveraging its operations by realizing the enhanced values of land holdings for increasing profitability.
Annexure E to Directors Report REPORT ON CORPORATE GOVERNANCE 1. IVR PRIME PHILOSOPHY ON CORPORATE GOVERNANCE The Company believes in transparency, empowerment, accountability and integrity in its operations having duly delegated authority to the various functional heads who are responsible for attaining the corporate plans with the ultimate purpose of enhancement of stake holder value. This philosophy has guided the operations and the functioning of the Company. In the process of achieving corporate goals, the Company has always been taking the spirit of various legislations as guiding principles and has gone well beyond simple statutory compliance by instituting such systems and procedures as are required to make the management completely transparent and institutionally sound. This is a continuous process in the Company, to improve upon the past experience. The Company has professionals on its Board of Directors who are actively involved in the deliberations of the Board on all important policy matters. 2. BOARD OF DIRECTORS i) The Company has a Chairman who is also acting as Joint Managing Director drawing no salary during the financial year. The number of Independent Directors is 50% of the total number of Directors. The number of Non-Executive independent Directors in the Company is 50% which is as prescribed under clause 49 of the Listing Agreement. Thus, the composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges. ii) None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees as specified in Clause 49, across all the companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as at March 31, 2009 have been made by the Directors. iii) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other companies is given below. Chairmanship / Membership of Board Committees include only Audit and Shareholders / Investors Grievance Committees. a. The Board of Directors of the Company as on March 31, 2009 consisted of: Non-Executive Directors A. Independent Mr. T.N. Chaturvedi Mr. P.R. Tripathi Mr. G. Ananth Sena Reddy B. Non-Independent Mr. R. Balarami Reddy Executive Directors Mr. E. Sunil Reddy (Promoter) Managing Director Mr. E. Sudhir Reddy (Promoter)) Chairman & Joint Managing Director b. Attendance at Board Meetings and last AGM and details of memberships of Directors in other Boards and Board Committees. Four meetings of the Board of Directors were held during the financial year 2008-09 on: 28 th May, 2008, 30 th July, 2008, 31 st October, 2008 and 30 th January, 2009 19
The last Annual General Meeting was held on Monday the 8 th September 2008 Name of the Director Categories of No. of Board Attendance Directorship No. of Committees Directorship Meetings at last in other held in other attended AGM Companies Public Limited Companies Chairman Member Mr. E. Sudhir Reddy C&JMD 4 YES 12 NIL 2 Mr. E. Sunil Reddy MD 4 YES 12 NIL NIL Mr. T.N. Chaturvedi I & NED 2 YES 7 3 1 Mr. R. Balarami Reddy NED 4 NO 11 2 2 Mr. P.R. Tripathi I & NED 3 NO 9 NIL 3 Mr. Mahesh Madduri* I & NED 1 NO N.A N.A N.A Mr. G. Ananth Sena Reddy** I & NED 0 N.A --- --- --- I & NED - Independent & Non-Executive Director NED - Non-Executive Director MD - Managing Director C&JMD - Chairman and Joint Managing Director *Mr. Mahesh Madduri resigned from the Board on 07.06.2008. **Mr. G. Ananth Sena Reddy was appointed in the casual vacancy of Mr. Mahesh Madduri as Director on 30.01.2009 3. AUDIT COMMITTEE A. Constitution: The Audit Committee was reconstituted by the Board of Directors on 30.07.2008 and was in accordance with the requirements of Section 292A of the Companies Act, 1956, during the year four Audit Committee Meetings were held. The role of committee is as conceived under clause 49 of the Listing Agreement as amended from time to time. B. Composition, names of members and Chairman: The composition of the Audit Committee is as follows: Chairman Mr. T.N. Chaturvedi Members Mr. R. Balarami Reddy Mr. P.R. Tripathi+ C. Meetings and Attendance: Four meetings of the Audit Committee were held on 28 th May, 2008, 30 th July, 2008, 31 st October, 2008 and 30 th January, 2009 Name of the Director No. of meetings attended Mr. T. N. Chaturvedi - Chairman 4 Mr. R. Balarami Reddy 4 Mr. Mahesh Madduri 1 Mr. P. R. Tripathi+ 3 + Appointed as a member of the Audit Committee in place of Mr. Mahesh Madduri with effect from 30.07.2008 The Statutory Auditors and Internal Auditors of the Company were invited to join the Audit Committee Meetings for discussions on issues relevant to them. 20
4. COMPENSATION COMMITTEE: A. The Compensation Committee as reconstituted w.e.f 30.01.2009 consists of: Chairman : Mr. T.N. Chaturvedi Members : Mr. R. Balarami Reddy : Mr. G. Ananth Sena Reddy B. Meetings and Attendance No Compensation Committee meeting was held during the year. C. Remuneration Policy: i) The Company s remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and perquisites besides Employee Stock Options. Individual performance is measured through the half-yearly appraisal process. ii) The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director. iii) Sitting fees at the rate of Rs.5,000/- per meeting for attendance at the meetings of the Board or any committee thereof for non-executive directors as per the Articles of Association of the Company is paid. Further, reimbursement of actual travel and out of pocket expenses incurred for attending such meetings is also made. iv) There is at present no other component of remuneration to non-executive directors. The details of remuneration to all the Directors for the year 2008-09 are as follows: 1. Non Executive Directors (sitting fee only) (in Rupees) Mr. T.N. Chaturvedi 30000 Mr. P.R. Tripathi 25000 Mr. Mahesh Madduri 10000 TOTAL 65000 2. Managing Director (No Sitting Fees) Name and Designation Fixed Component Variable Component Total Salary Commission Mr. E. Sunil Reddy 6.92 --- 6.92 Managing Director Mr. E. Sudhir Reddy --- --- --- Chariman & Jt MD Total 6.92 -- 6.92 5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE A. The Share Transfer Committee consists of Mr. P.R.Tripathi, Chairman, Mr. E.Sudhir Reddy and Mr. R.Balarami Reddy who looks into the investor grievances and coordinates with the Registrars & Transfer Agents, M/s. Karvy Computershare Private Ltd. for redressal of grievances. B. Mr. P. Vijaya Bhaskar, Company Secretary is the Compliance Officer nominated for this purpose under Clause No. 47(a) of the Listing Agreement. During the year, the Company received 71 complaints and all the complaints were resolved to the satisfaction of the Investors. 6. EXECUTIVE COMMITTEE: The Board reconstituted the Executive Committee with the following directors on 28.05.2007 with the following powers to consider and approve borrowings up to certain limits, as delegated from time to time; to approve joint ventures, to delegate authority to the functionaries as the business of the Company warrants; besides exercising such other powers as are delegated from time to time 21