Mar 31, 2015
The Members,
The Director have pleasure in presenting the 21st Annual Report and
the audited statement of accounts for the year ended 31st March, 2015.
Amount in Rs,
FINANCIAL RESULTS: Year ended Year ended
31.3.2015 31.3.2014
Sales & Other Income 29,98,600 22,66,319
Total Expenditure 28,46,288 17,36,639
Profit / (Loss) before Taxation 1,52,312 5,29,679
Provision for Taxation -- --
Prior Period Expenses -- --
Profit / (Loss) after taxation 1,52,312 5,29,679
APPROPRIATIONS:
Interim Dividend -- --
Proposed Dividend -- --
Balance carried to Balance Sheet 1,52,312 5,29,679
OPERATION:
During the year under review, your company's sales were Rs, 29,98,600
compared to Rs, 22,66,319 in the previous year.
OUT LOOK:
The company proposes to foray into Digital Media and film production
business and the industry scenario is very good in this area of
business.
DIVIDEND:
In view of strengthening the reserves of the Company, your Directors
regret their inability to recommend any dividend during the year under
review.
SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2015 is Rs,
3,26,37,000/- comprises 32,63,700 shares of Rs,10/-each. During the
year under review, the Company has not issued any Shares on Right basis
and bonus to the shareholders.
BUSINESS REVIEW/STATE OF THE COMPANY'S AFFAIRS:
During the year under review, your company's sales were Rs, 29,98,600
compared to Rs, 22,69,355 in the previous year. Net profit of the
company were Rs, 1,52,312 during the year.
RESERVES
The Company proposes to carry Rs, (2, 61,07,111) to reserves.
SUBSIDIARIES
The Company does not have any Subsidiaries.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act,2013, wherever
applicable, are given in the notes to financial statements.
DETAILS OF BOARD MEETINGS:
During the financial year under review commencing from 1st April, 2014
to 31st March, 2015, 8(Eight) Board Meetings were held on 10th
April.2015, 02nd May 2014, 30th May 2014, 25th June 2014, 05th August
2014, 01st November 2014, 29th November 2014, 15th January 2015 and
10th March 2015. The details of the board meetings and the attendance
of the Directors thereat are provided in the Corporate Governance
Report, appearing as a separate section in this Annual report.
ANNUAL RETURN:
The Extract of Annual Return Pursuant to section 92 read with rule 12
of the Companies (Management and Administration) Rules, 2014, for the
financial year 2014-15 in Form No. MGT-9 is annexed hereto and form
part of this report as Annexure-1.
COMMITTEES OF BOARD:
The details of composition of the Committees of the Board of Directors
are as under:-a. Audit Committee
Sl. Name Chairman/
No. Members
1 Ms. Kanan Kapur Chairman
2 Mr.Soketu Parikh Member
3 Ms. Asmita Parikh Member
During the year, the Committee had met on 30th May 2014, 05th August
2014, 01st November 2014, and 15th January 2015. The other details of
the Audit Committee are given in the Corporate Governance Report,
appearing as a separate section in this Annual Report.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013, Asmita
Parikh is liable to retire by rotation and being eligible offers
herself for re-appointment.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT - 2015
Pursuant to Clause 49 of the Listing Agreement a Report on Management
Discussion and Analysis is given below:
a) Industry Structure & Development and Challenges:
The company was able to make nominal profit during the year and as the
recession is continuing to affect the industries all round the company
is also affected. It is expected that the company would in near future
would make profits to offset the losses incurred and on the path of
recovery.
b) Outlook, Opportunities, Threats and Risks:
The company is likely to start its main business activities in the near
future and as the textile business which was its core activity but due
to the present conditions prevailing
the directors feel that the company should continue in its present
activity for some more time. However the directors are hopeful they
would start the core business in near future.
c) Performance :
Total gross Income amounted to Rs, 29,98,600 /- compared to Rs,
22,66,319/- of the previous year. The Company has currently one
activity of the online trading of the share and securities
d) Internal Control System & Their Adequacy
The company has a good system of internal controls in all spheres of
activities. The internal control is supplemented by effective internal
audit being carried out by an external firm of chartered accountants.
The effective steps to implement the suggestions/observations of the
Auditors are being taken and monitored regularly. In the opinion of the
Board, an effective internal control system adequate to the size of the
Company exists
e) Human Resources & Industrial Relation:
In today's knowledge driven dynamic business environment, people are
the most critical drivers of growth. The Company considers human
resources as one of the vital and important factors for sustained
growth. The human resources strategy is to attract talent in the
industry, develop and upgrade their skill and competence on the job and
ensure employee satisfaction through reward, appreciation and
development of environment based on culture and values nurtured by the
group over the years.
f) Trading Status On the stock exchange:
The CompanyRs,s equity shares are listed and traded on over the counter
Stock exchange Ltd. But counter is dead exchange
g) Whistle Blower Policy:
The Company does not have any Whistle Blower Policy as of now.
h) Cautionary Statement:
Statements made in the report, including those stated under the caption
"Management Discussion and Analysis" describing the company's plans,
projections and expectations may constitute "forward looking
statements" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
REGISTERED OFFICE: By order of the Board of Directors
Juhu Tara Road, For Alan Scott Industries Limited
Mumbai 400049. Managing director
(CIN: L99999MH1994PLC076732) Soketu Parikh
Place Mumbai
Date : 27.05.2015
Your Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with.
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Corporate Governance Report, Management Discussion and Analysis and the
Auditor's Certificate regarding compliance of conditions of Corporate
Governance are attached separately and form part of the Annual Report.
STATUTORY AUDIT
The Auditors M/s. HAM & Co, Chartered Accountants, who are statutory
auditors of the Company hold office up to the ensuing Annual General
Meeting and are recommended for re-appointment to audit the accounts of
the Company for the Financial Year 2015-16. As required under the
provisions of Section 139 of the Companies Act, 2013, the Company has
obtained written confirmation from M/s. Ham & Co that their
appointment, if made, would be in conformity with the limits specified
in the said Section
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3)(C) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the annual accounts for the financial
year ended 31st March 2015,the applicable accounting standards had been
followed along with proper explanation relating to material departures:
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable 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 of the Company for the year under review:
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) That the Directors had prepared the accounts for the financial
year ended 31st March, 2015 on a 'going concern' basis.
(v) The directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively (vi) The directors had devised
proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively
FIXED DEPOSITS:
The Company has not accepted or renewed any deposits during the year.
There are no outstanding and overdue deposits as at 31st March, 2015.
LISTING:
At present the Company's Equity Shares listed at BSE and the Company
has paid the Listing fees to the above exchange for the financial year
ended 2015-2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Considering the nature of business of the company, the particulars
required to be furnished pursuant to Section 134 of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014are
not applicable to the company. There were no foreign exchange earnings
and outgo during the current period.
AUDITORS:
In the last AGM held on 30th September 2014, M/s. HAM & Co, Chartered
Accountants have been appointed Statutory Auditors of the Company for a
period of one year. Ratification of appointment of Statutory Auditors
is being sought from the members of the Company at the ensuing AGM.
Further, the report of the Statutory Auditors along with notes to
Schedules and Corporate governance certificate are enclosed to this
report. The observations made in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
SECRETARIAL AUDIT
The Company was listed on 23th April 2015 on BSE; Secretarial audit
report will be accordingly submitted in the financial year 2015-16.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions are entered into on arm's length
basis and are in compliance with the applicable provisions of the Act
and Listing Agreement. There are no materially significant related
party transactions made by the Company with Promoters, Directors which
may have potential conflict with the interest of the Company at large.
All the Related Party Transactions are presented to the Audit Committee
and Board for their approval. Omnibus approval is given by Audit
committee for the transactions which are foreseen and repetitive in
nature. A statement of all Related Party Transactions is presented
before the Audit Committee and Board on quarterly basis, specifying the
nature, value and terms and conditions of the transactions. The said
transactions are approved by Audit Committee as well as by Board.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function
is defined in the mandate provided to the internal Auditors. The
Internal Audit is entrusted to M/s. Kewal Ramani & Associates Chartered
Accountants. The main thrust of internal audit is to test and review
controls appraisals of risks and business processes, besides
benchmarking controls with best practices in the industry. To maintain
its objectivity and independence, the Internal Auditor reports to the
Audit Committee of the Board. The Internal Auditor monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant
audit observations and corrective actions thereon are presented to the
Audit Committee of the Board.
MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES.
Whistle Blower Policy/ Vigil mechanism
In compliance with the requirement of the Companies Act, 2013 and
Listing Agreement guidelines, the Company has established a Whistle
Blower Policy /Vigil mechanism Policy and the same is placed on the
website of the Company.
The employees of the company are made aware of the said Policy at the
time of joining the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Heena Samiullah Sayyed, Ms. Kanan Rajan Kapur is independent
Directors on the Board of your Company. In the opinion of the Board and
as confirmed by these Directors, they fulfils the conditions specified
in section 149 of the Act and the Rules made there under about their
status as IDs of the Company.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Asmita Parikh, Directors retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment.
During the year, Ms. Kanan Kapur, Ms. Heena Samiullah Sayyed has been
appointed as independent directors for term of 5 years. .
Also, Mr. Soketu Parikh, Mr. Ramkrishna Prem Kaushalya Shukla has been
appointed as Managing Director & Company secretary respectively.
EVALUTION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013, and Clause 49 of the
Listing Agreement, the performance evaluation of the Board as a whole
and of the Individual Directors was carried out during the year under
review. With the help of a structured questionnaire which was prepared
after taking into consideration inputs received from the Directors,
covering various aspects of the Board's functioning, Board culture,
execution and performance of specific duties, obligations and
governance.
A separate exercise was carried out to evaluate the performance of
Individual Directors including the Chairman of the Board, on parameters
such as level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders
etc.
The Directors expressed satisfaction with the evaluation process.
HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all applicable environmental laws and
labour laws. The Company has been taking all the necessary measures to
protect the environment and maximize worker protection and safety. The
Company's policy requires conduct of operation in such a manner so as
to ensure safety of all concerned, Compliance of environmental
regulations and preservation of natural resources.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2014-15, the company has not received any
complaints on sexual harassment and hence no complaints remain pending
as of 31 March, 2015
CODE OF CONDUCT:
The Board has formulated a code of conduct for the Board members and
senior management of the Company, which has been posted on the web site
of the Company.
It is hereby affirmed that all the Directors and senior management
personnel have complied with the code of conduct framed by the Company
and a confirmation to that effect has been obtained from the directors
and senior management.
BUSINESS RISK MANAGEMENT:
The Committee has formulated Risk Management Policy of the Company
which has been subsequently approved by the Board of Directors of the
Company.
The aim of risk management policy is to maximise opportunities in all
activities and to minimise adversity.
The policy includes identifying types of risks and its assessment, risk
handling, monitoring and reporting, which in the opinion of the Board
may threaten the existence of the Company.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of that, relations between
the employees and the management remained satisfactory The Company
takes pride in the commitment, competence and dedication shown by its
employees in all areas of business. None of the employee is drawing in
excess of the limits prescribed by the Companies Act, 2013 and rules
made there under, which needs to be disclosed in the Directors' Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors.
This policy also lays down criteria for selection and appointment of
Board Members. The details of this policy are explained in the
Corporate Governance Report.
GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
ACKNOWLEDGMENT:
The directors thank the Company's employees, customers, vendors,
investors for their continuous support.
The directors also thank the government of India, the governments of
various states in India and concerned government departments / agencies
for their co-operation.
The directors appreciate and value the contributions made by every
members of the Company.
REGISTERED OFFICE: By order of the Board of Directors
Juhu Tara Road, For Alan Scott Industries Limited
Mumbai 400049. Managing director
(CIN: L99999MH1994PLC076732) Soketu Parikh
Place Mumbai
Date : 27.05.2015
Mar 31, 2014
Dear Members,
The Director have pleasure in presenting the Annual Report and the
audited statement of accounts for the year ended 31st March, 2014
Amount in Rs.
FINANCIAL RESULTS Year ended Year ended
31.3.2014 31.3.2013
Sales & Other Income 22,66,319 21,89,857
Total Expenditure 17,36,639 18,53,071
Profit / (Loss) before Taxation 5.29,679 3,36,786
Provision for Taxation  Â
Prior Period Expenses  Â
Profit / (Loss) after taxation 5,29,679 3,36,786
APPROPRIATIONS:
Interim Dividend  Â
Proposed Dividend  Â
Balance carried to Balance Sheet 5,29,679 3,36,786
DIVIDEND:
In view of strengthening the reserves of the Company, your Directors
regret their inability to recommend any dividend during the year under
review.
OPERATION:
During the year under review, your company''s sales were Rs. 22,66,319
compared to Rs. 21,89,857 in the previous year.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013, Asmita
Parikh is liable to retire by rotation and being eligible offers
herself for re-appointment.
In terms of the Company Ms. Kanan Rajan Kapur is B.com and has immense
experience in business and marketing. She was appointed as Additional
Director by Board of Director at its meeting held on 28th January 2014.
Under section 161(1) of the Companies Act, 2013, Ms. Kanan Rajan Kapur
ceases to hold office at this Annual General Meeting and is eligible
for appointment. The Notice under section 160 the Companies Act, 2013
has been received from member signifying his intention to propose her
appointment as a Director. The Board of Directors feels that her
experience and knowledge would benefit and value the Company and
therefore her appointment is recommended.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
The report on Corporate Governance including Management Discussion and
Analysis as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, forms part of the Annual Report is annexed.
A certificate of the auditors of the Company, Jayesh Dadia &
Associates., Chartered Accountants, confirming compliance of the
conditions of corporate governance as stipulated in Clause 49 is
annexed.
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 annual accounts for the financial
year ended 31st March 2014,the applicable accounting standards had been
followed along with proper explanation relating to material departures:
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable 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 of the Company for the year under review:
(iii) That the Directors had 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 had prepared the accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis.
FIXED DEPOSITS:
Your company has not accepted any fixed deposits from public.
LISTING:
At present the Company''s Equity Shares are listed at OTC Exchange of
India and the Company has paid the Listing fees to the above exchange
for the financial year ended 2014-2015
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUT GO
The information necessary for disclosure of particulars with
Research and Development as required 217(1) (e) of the Companies Act
1956 read with the Companies (Disclosure of particulars in the report
of Board) Rules,1988 are not applicable.
Foreign Exchange earned : Nil
Foreign Exchange used : Nil
PERSONNEL:
The relationship with the employees has been cordial. Your Director
wish to place on record their appreciation for the devoted services
rendered by the employees. There are no employees drawing remuneration
exceeding the ceiling prescribed under section 217(2A) of the Companies
Act, 1956.
AUDITORS:
The existing Auditor M/s Jayesh Dadia& Associates. Chartered
Accountants, retires at the conclusion of ensuing Annual General
Meeting and have expressed their willingness to continue as Statutory
Auditor of the Company for the financial year 2013-14.The relevant
certificate to that effect that their appointment, if made, will be in
pursuant to section 224(1B) of the Companies Act, 1956 has been
received. The resolution for their re-appointment is being submitted to
this Annual General Meeting.
ACKNOWLEDGMENT:
Your Directors wish to thanks Company''s Bankers for the co-operation
extended to us.
For and on behalf of the board of Directors
Sd/-
SOKETU PARIKH
Managing Director
Place : Mumbai
Date : 30th May 2014
Mar 31, 2013
Dear Members,
The Board of Directors has the pleasure in presenting the Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2013.
FINANCIAL RESULTS
The Profit and Loss Account of the Company shows a Net Profit amounting
to Rs. 3,36,786/-, against the loss of Rs. 52,35,151/- for the previous
year.
OPERATIONS
The Company''s main business was not pursued during the current year.
However the Company had trading and other income in buying and selling
of shares of companies and has other income of Rs. 21,89,857/- .The
total expenses incurred during the year under review is Rs.
18,53,071/-. Thus the Company made a Profit of Rs. 3,36,786/- before
Tax.
The directors regret that the main business of the company is not being
pursued due to very adverse circumstances and expect the trend to
continue for some more time. However the directors are hopeful of
restarting the main business in the near future which would enable the
Company to offset the present accumulated losses.
DIVIDEND
In view of the losses incurred during the year the Directors are not
recommending any dividend
ACCEPTANCE OF DEPOSITS
The Company has neither invited nor accepted any deposits during the
year under review
PARTICULARS OF EMPLOYEES
None of the employee of the Company received remuneration in excess of
the limit specified u/s 217 (2A) of the Companies Act, 1956. The
employees of the company have been playing a vital role in achieving
organization objectives. Directors acknowledge the valuable services
rendered by the employees at all levels.
OBSERVATION OF AUDITORS REPORT
A loan has been advanced to one Company, the terms and conditions of
which are not prejudicial to the interest of the Company.
DIRECTOR RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
(a) That in presentation of the annual accounts for the year ended
March 31, 2013,the applicable standards had been followed along with
proper explanation relation to material departures, if any;
(b) That such accounting policies as mentioned in Note to the annual
accounts have been selected and applied consistently and judgments and
estimates that are 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 ended on March 31, 2013 and of the loss of your Company for that
year;
(c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and to prevent and
detect fraud and other irregularities;
(d) That the Annual accounts for the year ended March 31, 2013 has been
prepared on a going concern basis.
DIRECTORS:
In accordance with the provision of the Companies Act, 1956, Mr. Suketu
Jayantkumar Parikh, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. The Directors recommend his reappointment.
DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF ENERGY
The Company does not at present undertake any manufacturing activities.
However the Company has been striving to save energy in whatever way
possible and these steps have yielded results.
RESEARCH & DEVELOPMENT
The Company has no specific Research and Development work undertaken
and as and when it is required the same would be taken up.
INDEPENDENT AUDITORS
The Independent Auditors of the Company, M/s. Jayesh Dadia &
Associates, Chartered Accountant, Mumbai, retire at the ensuing Annual
General Meeting and be eligible have expressed their willingness to act
as the Auditors of the Company. A certificate to the effect that if
appointed it would be within the limits prescribed u/s 224 (1B) of the
Companies Act, 1956. The Directors recommend their appointment.
CORPORATE GOVERNANCE:
Your Company is required to comply with the code of corporate
governance as mandated by SEBI, under Clause 49 of the listing
Agreement with the OTC by 31.03.2003. The Board has already initiated
measures to ensure that the code is complied with during the year.
Pursuant to Clause 49 of the Discussion and Analysis. Corporate
Governance report and auditors certificate regarding compliance of
condition of corporate Governance are made part of the Annual Report. A
note on the Company''s efforts to discharge its social Responsibility is
also included
ACKNOWLEDGEMENT:
The Directors take this opportunity to thank all the employees for
their contribution to the Company''s performance during the year under
review. The Directors place on record their appreciation for assistance
and support from various Government Agencies, Bankers and Financial
Institution.
The Directors also express their gratitude to the shareholders of the
Company for their continuous support to the management.
BY ORDER OF THEBOARD OF DIRECTORS
SOKETU J. PARIKH
(MANAGING DIRECTOR)
PLACE : Mumbai
DATE :05/09/2013
Mar 31, 2012
Dear Members,
The Board of Directors has the pleasure in presenting the Annual Report
together with the Audited Accounts of the company for the year
ended 31st March, 2012.
FINANCIAL RESULTS
The Profit and Loss Account of the company shows a Net Loss amounting
to Rs.52,35,151/-, against the loss of Rs. 79,79,737 for the previous
year.
OPERATIONS
The companyÂs main business was not pursued during the current year.
Howeverthe company had trading and other income in buying and
selling of shares ofcompanies and has other income of Rs. 6,09,754/-.
The total expenses incurredduring the year under review is
Rs. 58,41,453/-.Thus the company made a lossof Rs. 52,31,698/- before
Tax.
For various reasons the company is not able to undertake the main
business ofthe company and this bad period would be continuing for
the next two to threeyears. However the directors are hopeful
restarting the main business in thenear future which would enable the
company to offset the accumulated losses.
DIVIDEND
In view of the losses incurred during the year the Directors are not
recommending any dividend
ACCEPTANCE OF DEPOSITS
The Company has neither invited nor accepted any deposits during the
year under review
PARTICULARS OF EMPLOYEES
None of the employee of the company received remuneration in excess of
thelimit specified u/s 217 (2A) of the Companies Act, 1956. Our
companyÂs human resources have been playing a vital role in achieving
organization objectives. The companyÂs growth and progress is the
result of the hard work and devotion of allemployees. Directors
acknowledge the valuable services rendered by the employees at all
levels.
OBSERVATION OF AUDITORS REPORT
A loan has been advanced to one Company, the terms and conditions of
which are not prejudicial to the interest of the Company.
DIRECTOR RESPONSIBILITY STATEMENT
To the best of their Knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956
(a) That in presentation of the annual accounts for the year ended
March 31, 2012,the applicable standards had been followed along with
proper explanation relation to material departures, if any;
(b) That such accounting policies as mentioned in Note to the annual
accounts have been selected and applied consistently and judgments and
estimates that are 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 ended on March 31,2012 and of the loss of your Company for that
year;
(c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and to prevent and
detect fraud and other irregularities;
(d) That the Annual accounts for the year ended March 31, 2012 have
been prepared on a going concern basis
DIRECTORS:
In accordance with the provision of the Companies Act, 1956,
Mr. Govindan Prameshwaran Nair, Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible,offer
himself for re-appointment.
DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF
ENERGY
The Company does not at present undertake any manufacturing activities.
However the company has been striving to save energy in whatever way
possible and these steps have yielded results.
RESEARCH & DEVELOPMENT
The company has no specific Research and Development work undertaken
and as and when it is required the same would be taken up.
AUDITORS
The Auditors of the company, M/s. Jayesh Dadia & Associates, Chartered
Accountant. Mumbai, retire at the ensuing Annual General Meeting and be
eligible u/s 224 (1B) of the Companies Act. 1956, have expressed their
willingness to act as the Auditors of the Company, if appointed. The
Directors recommend their appointment as the Auditors of the Company.
CORPORATE GOVERNANCE:
Your company is required to comply with the code of corporate
governance as mandated by SEBI, under Clause 49 of the listing
Agreement with the OTC by 31.03.2003. The Board has already initiated
measures to ensure that the code is complied with during the year.
Pursuant to Clause 49 of the Discussion and Analysis. Corporate
Governance report and auditors certificate regarding compliance of
condition of corporate Governance are made part of the Annual Report.
A note on the CompanyÂs efforts to discharge its social Responsibility
is also included
ACKNOWLEDGEMENT:
The Directors take this opportunity to thank all the employees for
their contribution to the CompanyÂs performance during the year under
review. The Directors place on record their appreciation for assistance
and support from various Goverment Agencies. Bankers and Financial
Institution.
The Directors also express their gratitude to the shareholders of the
company for their continuous support to the management
BY ORDER OF THE BOARD OF DIRECTORS
SOKETU J. PARIKH
(MANAGING DIRECTOR)
PLACE :Mumbai
DATE :04/09/2012