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Directors Report of Ahmedabad Steelcraft Ltd.

Mar 31, 2015

Dear Members'

The directors have pleasure in presenting their 43rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights (Standalone)

During the year under review, performance of your Company as under:

(Rupees in Lakhs)

Particular Year ended Year ended 31st March 2015 31st March 2014

Turnover 250.56 1183.18

Profit/(Loss) before taxation (227.06) 191.69

Less: Tax Expense

a) Current Tax - 9.20

b) Excess/Short Provisions of tax 0.20 -

c) Deferred tax Liability / (Assets) (4.33) 1.42

d) Provision for wealth tax 0.28 -

Profit/(Loss) after tax (223.21) 181.07

Add: Balance B/F from the previous year 1833.42 1699.91

Appropriations:

Proposed Dividend - 40.92

Tax on Dividend 0.31 6.64

Transfer to General Reserve - -

Balance Profit / (Loss) C/F to the next year 1609.90 1833.42

The Company had made provision of Rs. 238.00 Lacs of diminution in value of investment made with Light Work LLC an overseas Company on account of diminution in the book value of the Share of Light Work LLC. The Company has also written off the advances of Rs. 45.00 Lacs in relation to advances given to one party. This has resulted into the loss of Rs. 223.21 Lacs during the year.

However, there is continuity in the profit of the Company from its operational activities. The diminution in the value of overseas investment is subject to necessary approval from the concerned authorities.

State of Company's Affairs and Future Outlook:

The income of the Company during the year was Rs. 4.17 Crores in comparison of Rs. 13.89 Crore in the previous year. The profitability of the Company from operational activities has decreased by 66.84% during the Financial Year 2014-2015. The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in still better coming years.

The Company continues to be partner of LLPs. The operational activity has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to 'where' they stay. In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the last decade. All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart, from this the prices of raw material;cement etc. may affect the margin of the Company.

Dividend:

Due to Loss during the year no Dividend is recommended by the Board for the Financial Year ended on 31st March, 2015.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to non recommendation of Dividend and Loss.

Extract of Annual Return:

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure -1 Details of Subsidiaries Companies, Associate Company & LLP/Partnership

Sr. Name of Company Nature of No. of Share hold/ No. Relationship Capital Contribution

1. Light Works LLC Associate Company 4,87,847

2. Endor Properties LLP Partner Rs. 1,026,720

3. Tesla Properties LLP Partner Rs. 8,14,24,169

4. View Port Properties LLP Partner Rs. 2,50,37,864

5. Aavkar Projects Partner Rs. 2,05,731

6. Aavkar Realty Partner Rs. 3,26,74,872

*There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held.

Sr. Date of No. of Director Present in the Meeting No. Board Meeting

1. 27-05-2014 Eight Director were Present out of Nine Directors.

2. 29-07-2014 All Nine Director Were Present

3. 07-11-2014 Eight Director were Present out of Nine Directors.

4. 22-01-2015 Eight Director were Present out of Nine Directors.

5. 31-03-2015 All Nine Director Were Present

Particulars of Loan, Guarantees and Investments under Section 186:

The loans advances given to Light Works LLC Mongolia has been provided to meet the working capital requirement of the Company in the financial year 2008-09.The Company is regularly receiving the repayment of loan.

During the financial year 2014-15, the Company has not given any loan to any other Company including Associate Concern.

The investment in other securities is within the authority given to the Board by the shareholders under Section 372A of the Companies Act, 1956/Section 186 of the Companies Act, 2013

Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm's length. Remuneration paid to the Working Directors i.e. Managing Directors & Executive Directors is in respect of their time involvement in development of Company. Other transactions are in the form of capital contribution. The dividend/Profit earned from this associate are tax free in the hands of Company.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call for any further clarification.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy: Particulars with respect to Conversation of Energy are not applicable as the Company has not done any manufacturing activities.

B. (1) Research and Development : Not Applicable

(2) Technology absorption : Not Applicable C . Foreign Exchange earnings and outgo:

(1) Activities relating the export : Company exports steel related items.

(2) Foreign Exchange earned : 1,80,41,765

(3) Foreign Exchange used : Nil

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on behalf of the Board of Directors

Shri Anand V. Shah Shri Darshan A. Jhaveri Place : Ahmedabad (DIN: 00017452) (DIN: 00489773) Date : 28th May, 2015. Managing Director Managing Director


Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting their 42nd Annual Report together with Audited Accounts for the year ended on 31st March 2014.

1. FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before Depreciation and Taxation 208.80 99.18

Less:

Exceptional Item - 1.09

Provision for Depreciation 17.11 17.47

Provision for taxation 9.20 -

Deferred tax Liability 1.42 2.32

Short Provision of Income Tax of earlier years - -

Profit/ (Loss) after tax 181.07 78.30

Profit/(Loss) brought forward from last year 1699.90 1669.16

Total : 1880.97 1747.46

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve - -

Balance carried to Balance Sheet 1833.41 1699.90

2. OPERATIONS :

The income of the company during the year was Rs. 13.89 Crores in comparison of Rs. 8.62 Crore in the previous year. The profitability of the Company is enhanced by 131.25% during the Financial Year 2013-14.The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in still better coming years.

The Company continues to be partner of LLPs without any change. The operational activities has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

The procedure for Postal Ballot for the amendment in the object clause was completed in the Financial Year 2013-14 and the Company proposes to start the activities as passed by the shareholders on 13/04/2013, in the near future.

In the general election, the new Government is elected. The new Government is very positive for the growth and development of the country, especially in infrastructure and housing. This will definitely boost our business in the coming years.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to ''where'' they stay.

In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought

down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the last decade.

All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart, from this the prices of raw material; cement etc. may affect the margin of the Company.

The Company had invested about Rs. 4.03 Crore up to 31.03.2014 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommends 10% dividend on equity shares i.e. Re. 1/- per Equity share (Last Year Re 1 /-Per Equity Share) for the financial year ended 31-03-2014. The Dividend will be paid to members whose name appear in the Register of Member as on 28/08/ 2014.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous de materialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T agent. Henceforth all the communication relating to Demat of shares/ Transfer of shares/ Change of address etc. be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, Shopper''s Plaza - V

Opp.Muncipal Market, Off.C.G.Road

Navrangpura, Ahmedabad- 380009

Tel No : 079-26465179

Email: ahmedabad@linkintime.com

No of Shares demated 37,21,247 being 91% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA)/ 134(3)(5) of the Companies Act, 1956/2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956/2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri Anand V. Shah (DIN: 00017452) and Shri Darshan A. Jhaveri (DIN: 00489773) retire from the Board by rotation and being eligible offer themselves for reappointment.

Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) are the independent Directors both appointed on 10/06/1994. In view of the provision of Section 149(4) of the Companies Act, 2013, the Company has to appoint an independent Director for a term of 5 years. Accordingly, these Directors are appointed in terms of the Section 149 of the Companies Act, 2013 for a period of 5 years, commencing from the date of Annual General Meeting i.e. 4th September, 2014. The office of these Directors shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) are Senior Advocates in the High Court and have vast experience of over four decades in Corporate and Revenue laws.

The Board is of the opinion that these Directors are person of integrity and possesses relevant expertise and experience. They have/ had not any pecuniary relationship with Company and its associates except for getting sitting fees for attending Board and Committee meetings. The Board is of the view that their appointment will be in the interest of the Company.

Shri Shrujal S. Patel (DIN: 02087840) was appointed as an Additional Director on 23rd January, 2014 to hold the office up to the date of Annual General Meeting. The Company has received a notice from a member under section 160 of the Companies Act, along with the deposit of Rs. 1,00,000/- (Rupees One Lakh only), refundable on election of the said Director as independent Director under section 149 of the Companies Act, 2013, with effect from 4th September, 2014.

The office of this Director shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. The Board is of the opinion that this Director is a person of integrity and possesses relevant expertise and experience. The Board is of the view that his appointment will be in the interest of the Company.

Shri Shrujal S. Patel (DIN: 02087840) is commerce graduate and has vast experience of over two decades in Industrial Finance.

SITTING FEES RECOMMENDED FOR INDEPENDENT DIRECTORS

Sr. No Name of Directors DIN Sitting fees for Attending Board Meeting Committe Meeting

1. Shri Ashok C.Gandhi 00022507 20000 10000 5000

2. Shri Kanishka H. Kaji 02329312 20000 10000 5000

3. Shri Shrujal S. Patel 02087840 20000 -

During the last three years, Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) were paid the sitting fees for attending the Board and Committee meeting.

There is no pecuniary relationship of transactions of the non-executive Director''s vis-à-vis the Company except as mentioned above.

The Company has not granted any stock option to any of its Directors.

During 2013-14, the Company did not advance any loans to any of its Directors.

Shri Shrujal S. Patel (DIN: 02087840) was appointed in the year 2013-14. He has not been paid any remuneration by way of sitting fees during the Financial Year 2013-14 and has no pecuniary relationship with Company.

Directorship held in the other Companies by the aforesaid Directors are as follows:

Sr. No Name of Directors DIN Directorship in other Companies

1. Shri Ashok C. Gandhi 00022507 AmolDicalite Limited

Bloom Dekor Ltd

Aarvee Denims And Exports Ltd

Gujarat Ambuja Exports Limited

Dishman Pharmaceuticals And Chemicals Limited

Confederation Of Indian Clubs

2. Shri Kanishka H. Kaji 02329312 –

3. Shri Shrujal S. Patel 02087840 Ishaan Marketing Private Limited

Shreenath Smart Technologies Private Limited

Tech-Bio Media Private Limited

Eco Label Solutions Private Limited

SNS Soft Tech Private Limited

Arrow Digital Private Limited

The Board therefore, recommends their appointment as an Independent Director in terms of Section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

8. DECLARATION ABOUT INDEPENDENT DIRECTORS, THE INDEPENDENT DIRECTORS HAVE GIVEN DECLARATION UNDER SECTION 149 (6) d (7) OF THE COMPANIES ACT, 2013.

The Company has received the declarations from Independent Directors u/s 149 (7) of the Companies Act, 2013 that they have made the criteria of Independent Director as prescribed under section 149 (6) in respect of:

I. First Board meeting he attends after the appointment made under section 152 (5) of the Companies Act, 2013,

II. At the first meeting of Board in every financial year.

III. Whenever there is any change in the circumstance which may affect their status as Independent Director.

9. AUDITOR''S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

10. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement. Your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director''s Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2013-14 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2013-14.

Four Board meetings dated 28/05/213, 29/07/2013, 25/10/2013 and 23/01/2014 were held in the Financial Year 2013-14. Attendance record of Ahmedabad Steelcraft Limited Board Meetings;

Name of DIN Position Status The Member

Shri Anand V. Shah 00017452 Managing Director Promoter

Shri Dharshan A. Jhaveri 00489773 Managing Director Promoter

Shri Shashank I. Shah 00545449 Executive Director Promoter

Shri Anand N. Jhaveri 00489833 Executive Director Promoter

Shri Girish D. Shah 00545407 Executive Director Promoter

Shri Viral A. Jhaveri 00489644 Executive Director Promoter

Shri Ashok C. Gandhi 00022507 Independent Director Chairman

Shri Kanishka H. Kaji 02329312 Director Independent

Dr. Malay Mahadevia * 00064110 Director Independent

Shri Shrujal Patel ** 02087840 Director Independent

Name of the Member No. Of No. of Sitting Meeting Meeting Fees (Rs) Held Attended

Shri Anand V. Shah 4 3 Nil

Shri Dharshan A. Jhaveri 4 4 Nil

Shri Shashank I. Shah 4 4 Nil

Shri Anand N. Jhaveri 4 4 Nil

Shri Girish D. Shah 4 3 Nil

Shri Viral A. Jhaveri 4 3 Nil

Shri Ashok C. Gandhi 4 4 20000

Shri Kanishka H. Kaji 4 3 15000

Dr. Malay Mahadevia * 2 0 Nil

Shri Shrujal Patel ** - - Nil

* Dr. Malay Mahadevia(DIN:00064110) resigned from the Board on 22nd August, 2013. The Board appreciates the guidance provided by

Dr. Malay Mahadevia during his tenure.

** Shri Shrujal Patel(DIN:02087840) was appointed as Additional and Independent Director on 23rd January, 2014.

Shri Kanishka Kaji (DIN:02329312), Shri Ashok C. Gandhi(DIN:00022507), Shri Anand V. Shah(DIN:00017452) and Shri Darshan A.

Jhaveri(DIN:00489773)

are the members of Audit Committee. Shri KanishkaKaji(DIN:02329312) is the Chairman of the Audit Committee.

Shri Ashok C. Gandhi(DIN:00022507) sswas paid sitting fees of Rs. 10,000 for attending the Audit Committee meetings and Shri

KanishkaKaji was paid Rs. 7,500 for attending the Audit Committee meetings.

15 DETAILS OF INVESTMENT

Sr. No. Name of Company Securities held Status Amount

1. SELAN EXPLORATATION TECH. LTD 5,500 Quoted 92,305

2. THAMBI MODERN SPG. MILLS LTD 800 Quoted 40,000

3. VLS FINANCE LTD 3,000 Quoted 2,00,000

16. APPRECIATIONS :

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For, D.N. Motwani & Company

Company Secretaries

Date: 27.05.2014 D. N. Motwani

Place: Ahmedabad (Proprietor)

ACS : 5016


Mar 31, 2013

To: The Shareholders,

The Directors have pleasure in presenting their 41st Annual Report together with Audited Accounts for the year ended on 31st March 2013.

1. FINANCIAL RESULTS: 2012-2013 2011-2012 (Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before depreciation and taxation 99.18 247.63

Less:

Exceptional Item 1.09

Provision for Depreciation 17.47 17.51

Provision for taxation

Deferred tax Liability 2.32 3.56

Short Provision of I ncome Tax of earlier years (25.78)

Profit/ (Loss) after tax 78.30 252.34

Profit/(Loss) brought forward from last year 1669.16 1464.38

Total : 1747.46 1716.72

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve

Balance carried to Balance Sheet 1699.90 1669.16

2. OPERATIONS :

The turnover of the company during the year was Rs. 651.02 Lacs in comparison of Rs. 249.25 Lacs in the previous year.

The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company continues to be partner of LLPs without any change. The operational activities has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

The Company has altered the object clause of Memorandum of Association and altered Article of Association of the Company through postal ballot on 13/04/2013. The Procedure for Postal Ballot was completed in this Financial Year.

The Company has started the activities as per the new Object clause duly amended by the Stakeholders.

Despite the compulsive economics and political climate, added with the fact that real estate is predominantly a state subject, the Union Budget 2012-13 has atleast shown the intent to accept the real estate and infrastructure as a priority sector.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. I mproved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyers interest.

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to ‘where'' they stay.

I n order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the late decade.

All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart from this the prices of raw material; cement etc may affect the margin of the Company.

The Company had invested about Rs. 4.03 Crore upto 31.03.2013 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommends 10 % dividend on equity shares i.e. Re.1/- per Equity share (Last Year Re 1/- Per Equity Share) for the financial year ended 31 -03-2013. The Dividend will be paid to members whose name appear in the Register of Member as on 17-08-2013.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (I ndia) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous dematerialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T Agent. Henceforth all the communication relating to Demat of shares/ Transfer of shares/ Change of address etc be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, 3rd Floor, Shopper''s Plaza - V Opp.Muncipal Market, Off.C.G.Road Navrangpura, Ahmedabad- 380009 Tel No : 079-26465179 Email : ahmedabad@linkintime.co.in

No of Shares demated 34,46,247 being 84% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the Financial Year ended 31st March, 2013 on a ‘going concern'' basis.

6. INSURANCE :

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri.Ashok C. Gandhi, Shri. Viral A. Jhaveri and Dr. Malay Mahadevia retire from the Board by rotation and being eligible, offer themselves for reappointment.

8. AUDITOR''S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration of Rs. 24,00,000/- or more per annum employed throughout the year or Rs. 2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations, prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director''s Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2012-13 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. APPRECIATIONS:

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and on behalf of the Board

Place: Ahmedabad Anand V. Shah & Darshan A. Jhaveri

Date : 28.05.2013 Managing Directors


Mar 31, 2012

The Directors have pleasure in presenting their 40th Annual Report together with Audited Accounts for the year ended on 31st March 2012.

1. FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs in lacs) (Rs in lacs)

Profit/(Loss) before depreciation and taxation 247.63 2466.28

Less:

Provision for Depreciation 17.51 16.26

Provision for taxation - 470.00

Deferred tax Liability 3.56 5.78

Short / (Excess) Provision of Income Tax of earlier years (25.78) 118.24

Profit/ (Loss) after tax 252.34 1856.00

Profit/(Loss) brought forward from last year 1464.38 (271.01)

Total: 1716.72 1584.99

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve - 73.05

Balance carried to Balance Sheet 1669.16 1464.38

2. OPERATIONS AND MANAGEMENT ANALYSIS:

The turnover of the company during the year was Rs 249.25 Lacs in comparison of Rs 395.24 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has now entered into two more LLPs (Limited Liabilities Partnerships) as partner besides Avkar Group. The LLPs are engaged in construction of residential flats and tenements. These partnerships have already acquired land and have started development of the properties. Thay are hopeful to complete some projects by the end of 2013 & some projects by the next accounting year. The company has earned Rs. 287.90 Lacs profit as our share from the partnerships.

Despite the compulsive economics and political climate, added with the fact that real estate is predominantly a state subject, the Union Budget 2012-13 has atleast shown the intent to accept the real estate and infrastructure as a priority sector.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to 'where' they stay.

In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the late decade.

The above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart from this the prices of raw material; cement etc may affect the margin of the Company.

The Company had invested about Rs. 4.56 Crore upto 31.03.2012 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommend 10 % dividend on equity shares i.e. Rs. 1/- per share for the financial year ended 31 -03-2012.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous de materialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T agent. Henceforth all the communication relating to Demat of shares/ T ransfer of shares/ Change of address etc be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, Shopper's Plaza - V, Opp.Muncipal Market, Off.C.G.Road

Navrangpura, Ahmedabad- 380009

Tel No : 079-26465179

Email : Ahmedabad@linkintime.com

No of Shares demated 34,40,147 being 84% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii)That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the Financial Year ended 31 st March, 2012 on a 'going concern' basis.

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri Shashank I. Shah, Shri Anand N. Jhaveri and Shri Girish D. Shah retire from the Board by rotation and being eligible, offer themselves for reappointment.

Dr. Malay Mahadevia was appointed as Additional Director on 12.11.2011 in terms of section 260 of the Companies Act, 1956 to hold the office upto the date of ensuing Annual General Meeting. His term as Additional Director will expire on the date of this Annual General Meeting. The Company has received a recommendation together with requisite deposit from a shareholder under section 257 of the Companies Act, 1956 for his appointment as Director of the Company in terms of section 255 of the Companies Act, 1956.

The Board therefore, recommends his appointment as an Independent Director in terms of section 255 of the Companies Act, 1956 read with Clause 49 of the Listing Agreement.

The term of Shri Anand V. Shah, Shri Darshan A. Jhaveri, Shri Shashank I. Shah, Shri Anand N. Jhaveri, Shri Girish D. Shah and Shri Viral A. Jhaveri as Managing Director and Whole Time Director will expire on 30.09.2012. Looking to their involvement and services it is recommended to reappoint them as Managing Director and Whole Time Director with increased remuneration upto Rs.1.25 Lacs per month. The further appointment will be for the period of 5 years commencing from 01.10.2012.

8. AUDITOR'S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs. 2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement. Your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director's Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2011 - 12 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. APPRECIATIONS:

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and on behalf of the Board

Place: Ahmedabad Anand V. Shah & Darshan A. Jhaveri

Date : 27.07.2012 Managing Directors


Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting their 39th Annual Report together with Audited Accounts for the vear ended on 31st March 2011.

1. FINANCIAL RESULTS :

2010-2011 2009-2010 (Rs. in Lacs)(Rs. in Lacs)

Profit / (Loss) before depreciation and taxation 2475.62 (25.34) Less:

Provision for Depreciation 16.26 13.47

Provision for taxation 470.00 -

Wealth Tax Paid 1.09 1.19

Deterred tax Liability 5.78 1.86

Investment Return Off 5.79 -

Excess Provision Premium On Duty Entitlement 1.19 -

Short Provision of Income Tax of earlieryears 118.24 -

TDSW/oit 1.27 -

Add: Excess Provision for FBT - 0.03

Profit/(Loss) after tax 1856.00 (41.83)

Profit/(Loss) brought forward from last year (271.01) (229.18)

Total: 1584.99 (271.01)

APPROPRIATIONS:

Proposed Dividend 40.92 --

Tax on Dividend 6.64 --

Transfer to General Reserve 73.05 -- Balance carried to Balance Sheet 1464.38 (271.01)

2. OPERATIONS:

The turnover of the company during the year was Rs 395.24 Lacs in comparison of Rs 347.45 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has entered into partnership with Aavkar group who are engaged in land development. The partnership has already acquired land and has commenced development of the said property. It is hopeful to complete the said project by the end of 2012.

The Company has promoted Light Works LLC in Mongolia for carrying on mining activities and has invested Rs.4.56 Crore in the said company upto the end of this year.

The Company has also entered into Partnership with Endor Properties LLP & Tesla Properties LLP in the current year. The said firms are engaged in Real Estate activities.

The management foresee enhancement in the turnover and profit on full operation of the activities.

The Company has also invested additional Rs 2 Crore in the capital of Partnership firm Aavkar Group upto the end of this financial year.

3. DIVIDEND:

The Board recommend 10% dividend on equity shares i.e. Re 1/- per share for the financial year ended 31 -03-2011.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest.

Your Company has also made arrangements for simultaneous dematerialization of the physical shares lodged for transfer The Company has appointed Link In Time India Private Limited as R & T agent in the FY 2010-11.

Henceforth all the communication relating to Demat of shares/Transfer of shares/ Change of address etc be send to. Number of Shares demated 25,51,397 being 62.35% of paid of Capital.

Link In-Time India Private Limited

211, Sudarshan Complex, Near Mithakhali Under Bridge,

Mithakhali,Navrangpura,Ahmedabad-380009

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i)That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii)That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii)That the Directors have taken proper and sufficient care 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)That the Directors have prepared the accounts for the Financial Year ended 31 st March, 2011 on a

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association Sarva Shri Anand V Shah, Shri Darshan A. Jhaveri and Shri Kanishka H. Kaji retire from the Board by rotation and being eligible offer themselves for reappointment.

Shri Rajiv D. Gandhi, due to his preoccupation, has resigned from the Board w.e.f. 14th April 2011 The Board appreciates the services and guidance given by him during his tenure as Director.

8. AUDITOR'S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/S.DHIREN SHAH AND CO. Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES :

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs.2,00,000/- or more, per month employed for a part of the year

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217(1) (e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT:

Your Company is committed to good corporate governance practices. Under Clause 49 of the listing agreement. Your directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director's Report.

13. COMPLIANCE CERTIFICATE:

Pursuant to proviso to section 383 A of the Companies Act, 1956, Compliace Certificate for the Financial Year 2010-11 from M/s. D.N.Motwani & Co., Company Secretary is attached to this report.

14. APPRECIATIONS:

Your directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and On Behalf of the Board Place : Ahmedabad ANAND V . SHAH & DARSHAN A. JHAVERI Date : 23-07-2011 MANAGING DIRECTORS


Mar 31, 2010

The Directors have pleasure in presenting their 38h Annual Report together with Audited Accounts for the year ended on 31 st March, 2010.

1. FINANCIAL RESULTS :

2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Profit / (Loss) before depreciation and taxation (25.34) 244.94 Less:

Provision for depreciation 13.47 8.26

Provision for taxation -- 65.00

Provision for FBT - 3.09

Wealth Tax Paid 1.19 0.57

Deferred tax Liability 1.86 8.03

Add: Excess Provision For FBT 0.03 0.22

Profit/(Loss) after tax (41.83) 160.2 Add:

Transfer from Re valuation Reserve A/C

(On disposal of Fixed Assets) . - 34.41

Profit / (Loss) for the year (41.83) 194.62

Profit / (Loss) brought forward from last year (229.18) (423.80)

Total (271.01) (229.18)

APPROPRIATIONS:

Proposed Dividend --- ---

Tax on Dividend --- ---

Transfer to Genera Reserve --- ---

Balance carried to Balance Sheet (271.01) (229.18)

2. OPERATIONS:

The turnover of the company during the year was Rs 469.70 Lacs in comparison of Rs 428.48 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities arc relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has entered into partnership with Aavkar group who are engaged in land devel- opment. The partnership has already acquired land and has commenced development of the said property. It is hopeful to complete the said project by the end of 2012. The Company has promoted Light Works LLC in Mongolia for carrying on mining activities and has invested Rs.4.69 Crore in the said company upto the end of this year. The Company has implemented the project in the 2nd Quarter of the financial year. The Company is hopeful to achieve the fruitful results of the said project in coming years on account of long gestation period.

The Company has also entered into Partnership with Endor Properties LLP in the current year.

The said firm is engaged in Real Estate activities. The management foresee enhancement in the turnover and profit on full operation of the activities.

The management is pleased to state that the Registration and execution of documents for the disposal of factory land has been implemented and will be completed in due course.

3. DIVIDEND:

In view of Carry Forward loss your Board do not recommend dividend for the financial year ended 31-03-2010.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) This enables you to hold your shares in a dematerialized form with either of these depositories Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to demateriaiize their shares in their own interest.

Your Company has also made arrangements for simultaneous dematerialisation of the physical shares lodged for transfer.

The Company has appointed Link In Time India Private Limited as R & T agent in the current year.

Henceforth all the communication relating to Demat of shares/Transfer of shares/Change of address etc be send to

Link In-Time India Private Limited

211. Sudarshan Complex, Near Mithakhali Under Bridtic,

Mithakhali, Navrangpura, Ahmcdabad-380009. Tele : 79 - 26465179

Number of Shares demated 25,38.397 being 62.03 % of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31sl March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost. (ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. (iii) That the directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the Financial Year cnded31sMarch, 2010 on a going concern basis.

6. INSURANCE: All the asscts of the Companv have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association Sarva Shi i Ashok C. Gandhi and Shri Viral A. Jhaveri retire from the Board by rotation and being eligible to offer themselves for reappointment. Shri Rajiv Gandhi was appointed as Additional Director on 16-09-2009 in termsof section 260 of the Companies Act, 1956 to hold the office upto the date of ensuing Annual General Meeting, His term as Additional Director will expire on 29-09-2010 being the date of Annual General Meeting. The Company has received a recommendation together with requisite deposit from a shareholder under section 257 of the Companies Act, 1956 for his appointment as Director of the Company in terms of section 255 of the Companies Act, 1956.

The Board therefore, recommends his appointment as an Independent Director in terms of section 255 of the Companies Act, 1956 read with Clause 49 of the Listing Agreement.

8. AUDITORS REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/S. DHIREN SHAH AND CO. Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES :

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs.2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pursuant to Section 2! 7 (I) (c) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. I988 are not applicable as the Company has not done any manufacturing activity. Other Details are given in Anncxurc I.

12. LISTING AGREEMENT:

Your Company is committed to good corporate governance practices. Under Clause 49 of the listing agreement your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Directors Report.

13. COMPIJANCE CERTIFICATE :

Pursuant to provison to section 383 A of the Companies Act, 1956, Compliace Certificate for the Financial Year 2009-10 from M/s. D.N.Motwani & Co., Company Secretary is attached to this report.

14. APPRECIATIONS:

Your directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and On Behalf of the Board

Place: Ahmedabad Ashok C. Gandhi

Date 28-07-2010 Chairman

 
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