Mar 31, 2014
Dear Members,
The Directors have immense pleasure in presenting the 20th Annual
Report of the Company and the Audited Accounts for the financial year
ended 31st March, 2014.
FINANCIAL HIGHLIGHTS
(Amount in Rs. Lacs.)
PARTICULARS 31.03.2014 31.03.2013
Total Income 3944.25 2540.32
Total Expenses 3916.97 2514.00
Profit before and tax 27.27 26.32
Less : Provision for Taxation
Current tax 1.635 4.99
Deferred Tax 0.002 0.15
Profit for the Year 25.64 21.18
Earning per Share
Basic 0.81 0.67
Dilute 0.81 0.67
DIVIDEND
To conserve the resources of profit, your Directors do not recommend
any dividend for year under review.
DIRECTORS
In accordance with the provision of section 149 and 152 of the
Companies Act, 2013, and as per Article of Association of the Company,
Mr. Ravi Goyal Director of the Company, retire by rotation and being
eligible offer himself for reappointment in ensuing Annual General
Meeting.
Further Mr. Vijay Singh Bharkatiya was co-opted on the Board as
additional Director and he is proposed to be appointed as Director in
forthcoming Annual General Meeting for which Company has been
re-appointed for a period of 5 years, commencing from 01st October,
2014 to 30th September, 2019
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director''s Responsibility Statement,
your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31st March 2014; the applicable accounting standards have
been followed ;
II) That they have selected such accounting policies and applied them
consistently and made judgments, and estimate 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 financial year and of the profit of the
Company for the year under review;
III) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act, for safeguarding the assets of the Company and
for preventing and detecting Fraud and other irregularities;
(IV) That they have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
Your Company has not accepted any Public deposit within the meaning of
section 58A of the Companies Act 1956, read with the Companies
(Acceptance of Deposit) Rules, 1975.
COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD
OF DIRECTOR)
As the Company is not engaged in any manufacturing activities, hence
provisions of section 217 (1) (e) of the Companies Act, 1956 read with
the Companies Rules, 1988 are not applicable to the Company. Further
there was neither inflow nor outflow of foreign exchange during the
year.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
M/s Abhishek Nahar & Associates, Chartered Accountant, Indore retire
and being eligible, offer themselves for re-appointment as statutory
auditors in forthcoming Annual General Meeting.
AUDITORS REPORT
The auditors report to the shareholders on the Accounts of the Company
for the financial year 31st March 2014 does not contain any
qualification or adverse remark. Audit report is self explanatory hence
no need any comments.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to section 383A of the Companies Act, 1956, a Secretarial
Compliance Certificate is annexed herewith.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
DEPOSITORY SYSTEM
Your Company''s shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company''s shares on either of the
Depositories mentioned as aforesaid.
LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai and company has paid annual listing fee for financial year
2013-2014.
ACKNOWLEDGEMENT
Your director wish to place on record their appreciation for the
contribution made by employees at all levels and only due to their hard
work, solidarity and Support Company is on again growth path. Your
directors also wish to thank the customers, dealers, agents. Suppliers,
investors, banks and other stakeholders for their continued support and
faith respond in the Company. We look forward to their continued
support in the future.
For and on behalf of the Board of Directors
Place: Indore
Date: 30.05.2014
Vishnu Prasad Goyal Ravi Goyal
Managing Director Director
Mar 31, 2013
Dear Members,
The Directors have immense pleasure in presenting the 19th Annual
Report of the Company and the Audited Accounts for the financial year
ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
(Amount in Rs. Lacs.)_
PARTICULARS 31.03.2013 31.03.2012
Total Income 2540.32 613.63
Total Expenses 2514.00 606.66
Profit before and tax 26.32 6.9
Less : Provision for Taxation
Current tax 4.99 -
Deferred Tax 0.15 (0.03)
Profit for the Year 21.18 7.00
Earnings per Share
Basic 0.67 0.22
Dilute 0.67 0.22
DIVIDEND
To conserve the resources of profit, your Directors do not recommend
any dividend for year under review.
DIRECTORS
In accordance with the provision of the Companies Act, 1956, and as per
Article of Association of the Company, Mr. Ravi Goyal Director of the
Company, retire by rotation and being eligible offer himself for
reappointment in ensuing Annual General Meeting.
Further Mr. Vijay Singh Bharkatiya was co-opted on the Board as
additional Director and he is proposed to be appointed as Director in
forthcoming Annual General Meeting for which Company has received
notice under section 257 of the Companies Act, 1956 from the member.
Further Shri Sugandhilal Jain has ceased from directorship of the
Company due to resignation. Your Board places on record his deep
appreciation of the valuable contribution made by Shri Sugandhilal Jain
during his tenure as Director of the Company.
DIRECTOR''S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director''s Responsibility Statement,
your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31st March 2013; the applicable accounting standards have
been followed ;
II) That they have selected such accounting policies and applied them
consistently and made judgments, and estimate 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 financial year and of the profit of the
Company for the year under review;
III) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act, for safeguarding the assets of the Company and
for preventing and detecting Fraud and other irregularities;
(IV) That they have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
Your Company has not accepted any Public deposit within the meaning of
section 58A of the Companies Act 1956, read with the Companies
(Acceptance of Deposit) Rules, 1975.
COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD
OF DIRECTOR)
As the Company is not engaged in any manufacturing activities, hence
provisions of section 217 (1) (e) of the Companies Act, 1956 read with
the Companies Rules, 1988 are not applicable to the Company. Further
there was neither inflow nor outflow of foreign exchange during the
year.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
AUDITORS
M/s Abhishek Nahar & Associates, Chartered Accountant, Indore retire
and being eligible, offer themselves for re-appointment as statutory
auditors in forthcoming Annual General Meeting.
AUDITORS REPORT
The auditor''s report to the shareholders on the Accounts of the Company
for the financial year 31st March 2013 does not contain any
qualification or adverse remark. Audit report is self explanatory hence
no need any comments.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to section 383A of the Companies Act, 1956, a Secretarial
Compliance Certificate is annexed herewith.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges Audit Committee Comprises of Mr.Ravi Goyal, Mr.
Girish Pahadiya, and Mr. Vijay Singh Bharkatiya.
DEPOSITORY SYSTEM
Your Company''s shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited
(CDSL). In view of the numerous advantage offered by the Depository
System, members are requested to avail of the facility of
Dematerialization of the Company''s shares on either of the Depositories
mentioned as aforesaid.
LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai and company has paid annual listing fee for financial year
2013-2014.
ACKNOWLEDGEMENT
Your director wish to place on record their appreciation for the
contribution made by employees at all levels and only due to their hard
work, solidarity and Support Company is on again growth path. Your
directors also wish to thank the customers, dealers, agents. Suppliers,
investors, banks and other stakeholders for their continued support and
faith respond in the Company. We look forward to their continued
support in the future.
For and on behalf of the Board of Directors
Place: Indore
Date : 13.05.2013 Vishnu Prasad Goyal Ravi Goyal
Managing Director Director
Mar 31, 2010
The Directors hereby present the 16th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS AND OPERATION PERFORMANCE
(Rs. In lacs)
Year ended Year ended
31/03/2010 31/03/2009
Total Income 610.24 529.52
Total Expenditure 598.03 494.04
Profit before depreciation 12.21 35.48
Depreciation 0.43 0.39
Profit/Loss before tax 11.78 35.09
Provision for
Current Tax 0.00 0.69
Deferred Tax Liabilities Realize (0.03) (0.02)
Fringe Benefit Tax 0.00 0.05
Balance Carried to Balance Sheet 11.81 34.37
Paid up Equity Share Capital 315.26 315.26
Reserves 316.61 304.79
DIVIDEND
In view of strength & the financial base of the Company, Directors do
not recommend any dividend for year under review.
PUBLIC DEPOSIT
During the year the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mr. Shyam Sunder Sharma, retires
by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for re- appointment.
DIRECTOR'S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director's Responsibility statement, it is
hereby confirmed:
i) That in the preparation of the annual accounts for financial year
ended 31st March 2010; the applicable accounting standards have been
followed along with proper explanation relating to material departure;
ii) That the Directors have selected such accounting policies and
applied them consistently and made 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 financial year and of the
profit of the Company for the year and review.
iii) That the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
The Auditors M/s. T. Vaidya & Associates, Chartered Accountants, Indore
statutory Auditors of the company, retires and being eligible, offers
them selves for re- appointment.
AUDITOR'S REPORT
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and do not require any
explanation.
COMPLIANCE CERTIFICATE
As per requirement of section 383(1 A) of the Companies Act, 1956, the
Company has obtained Compliance Certificate from M/s. R.C. Bagdi &
Associates, Company Secretaries, and annexed to the Directors report
which is self explanatory and needs no comments.
DISCLOSURE OF SPECIAL PARTICULARS
As per requirement of section 217(1) of the Companies Act, 1956,
Company has no substantial Consumption of energy. However management
ensures that all possible measures are taken to conserve including
identification of potential areas of saving energy. Further there was
neither inflow nor outflow of foreign exchange during the year.
PARTICULARS OF THE EMPLOYEE
There was no employee during the year drawing remuneration attracting
provisions of section 217 (2A) of the companies Act, read with the
companies (particulars of Employees) Rules 1975.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsory in electronic form and
your Company has connectivity with both the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of
Depositories as aforesaid.
CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance Practice. A
Report on the corporate Governance code along with a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement as also the Management Discussion and Analysis Report are
annexed to this report.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges a Audit Committee Comprises of Smt, Rekha Goyal,
Shri Shyam Sunder Sharma and Shri Girish Pahadiya,
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
devoted services rendered by the staff members of the Company. Your
Company & Directors wish to extend sincere thanks to the Banks with all
the customers and Shareholders of the Company for extending their
sincere support and services.
Place: Indore for and on behalf of the Board
Dated: 19.08.2010
V.P. Goyal Rekha Goyal
Managing Director Director
Mar 31, 2009
The Directors hereby present the 15th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March 2009,
FINANCIAL RESULTS AND OPERATION PERFORMANCE
(Rs. In lacs)
Year ended Year ended
31/03/2009 31/03/2008
Total Income 529.52 313.46
Total Expenditure 494.04 262.69
Profit before depreciation 35.48 50.77
Depreciation 0.39 0.35
Profit/Loss before tax 35.09 50.42
Provision for
Current Tax 0.69 0.00
Deferred Tax Liabilities Realize (0.02) (0.10)
Fringe Benefit Tax 0.05 0.05
Balance Carried to Balance Sheet 34.37 50.47
Paid up Equity Share Capital 315.26 315.26
Reserves 304.79 270.43
FUTURE PROJECTS
The Company's bid for acquiring 9.8 Acres of land situated at Indore
Textile Mills, Ujjain yielded a letter of indent dated 28/11/1998 from
MP Textile Corporation Ltd. This matter was contested by other
interested parties in a Public interest litigation before Madhya
Pradesh High Court and the litigation is in progress with the result
that your company could not pay the remaining consideration of
Rs.341.00 lacs and the transfer/possession of the land also became
contingent upon the decision of the Court.
However, in anticipation of acquiring the said land, and selling it for
a gain, the company entered into an MOU with prospective purchasers for
the consideration of fresh issue /allotment of 1.20 Cross equity shares
of Rs.5/- each at face value in the prospective purchasers Company.
Though the said company allotted the shares pursuant to the MOU your
company, in turn effected transfer of 50 % of such shares to the third
party to the MOU an inter- corporate deposit of Rs. 150 lacs received
in a related transaction has been shown as Unsecured Loan owing to it
being a part payment and our inability to fulfil our commitment for
transfer of the land. As the transaction of acquiring the land and sale
thereof, and the unsuccessful sale of 50 % of the aforesaid shares are
closely inter linked and consolidated deal & contingent upon the upon
the Court decision, no finality has been arrived at and it is premature
to incorporate the same in the accounts. The Earnest Money of Rs. 30
lacs deposited with MPSTC remains as advance against land of MP Textile
Corporation Ltd.
In view of the fluid situation of the matter involving sale of land for
which, though the prospective purchasers have effected the part
consideration the entire transaction can be completed and recorded only
when the final judgment of the Court is delivered.
Your Company expects an early decision of the transaction shall be
accounted for when finality is certain.
DIVIDEND
In view of strength & the financial base of the Company, Directors do
not recommend any dividend for year under review.
PUBLIC DEPOSIT
During the year the company did not invite public deposits within the
meaning of section 58A and 58AA of the companies Act, 1956 and rules
made there under
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mrs. Rekha Goyal, retires by
rotation at the forthcoming Annual General Meeting and being eligible,
offer her for re-appointment.
Further Board has proposed to reappoint Shrt Vishnu Prasad Goyal as
Managing Director subject to confirmation in ensuing annual general
meeting.
Mr. Nitin Parik has resigned from the Board of Directors of the Company
w.e.f. 19th Feb. 2009.
Shri Girish Pahadiya was co-opted on the Board as an additional
Director and he is propose to be appointed as Director in forthcoming
Annual General Meeting for which Company has received notices under
section 257 of the Companies Act, 1956 from the member.
DIRECTOR'S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director's Responsibility statement, it is
hereby confirmed:
i) That n the preparation of the annual accounts for financial year
ended 31st March 2009; the applicable accounting standards have been
followed along with proper explanation relating to material departure;
ii) That the Directors have selected such accounting policies and
applied them consistently and made 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 financial year and of the
profit of the Company for the year and review.
iii) That the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. Tapan Goyal & Company, Chartered Accountants, the existing
statutory auditor of the company are retiring and have informed that
they do not wish to seek re- election as auditors at the ensuing Annual
General Meeting.
A Special notice has been received from member proposing the
appointment of M/s. T. Vaidya & Associates, Chartered Accountants,
Indore as Statutory Auditors of the Company to hold office up to the
conclusion of next Annual general meeting. Accordingly the Board
considered the special notice and after discussion appointed M/s.
T.Vaidya & Associates, Chartered Accounts, Indore as Statutory Auditors
till the conclusion of next Annual General Meeting.
AUDITOR'S REPORT
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and do not require any
explanation.
COMPLIANCE CERTIFICATE
As per requirement of section 383(1 A) of the Companies Act, 1956, the
Company has obtained Compliance Certificate from M/s. R.C. Bagdi &
Associates, Company Secretaries, and annexed to the Directors report
which is self explanatory and needs no comments
DISCLOSURE OF SPECIAL PARTICULARS
As per requirement of section 217(1) of the Companies Act, 1956,
Company has no substantial Consumption of energy. However management
ensures that all possible measures are taken to conserve including
identification of potential areas of saving energy. Further there was
neither inflow nor outflow of foreign exchange during the year.
PARTICULARS OF THE EMPLOYEE
There was no employee during the year drawing remuneration attracting
provisions of section 217 (2A) of the companies Act, read with the
companies (particulars of Employees) Rules 1975.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsory in electronic form and
your Company has connectivity with both the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of
Depositories as aforesaid.
CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance Practice. A
Report on the corporate Governance code along with a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement as also the Management Discussion and Analysis Report are
annexed to this report.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges a Audit Committee Comprises of Smt. Rekha Goyal,
Shri Shyam Sunder Sharma and Shri Girish Pahadiya.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
devoted services rendered by the staff members of the Company, Your
Company & Directors wish to extend sincere thanks to the Banks with all
the customers and Shareholders of the Company for extending their
sincere support and services.
Place: Indore for and on behalf of the Board
Dated: 31.08.2009
V.P. Goyal Rekha Goyal
Managing Director Director
Mar 31, 2008
The Directors hereby present the 14th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March 2008.
FINANCIAL RESULTS AND OPERATION PERFORMANCE
(Rs. In lacs)
Year ended Period ended
31/03/2008 31/03/2007
(Nine Months
ended)
Total Income 313.46 233.38
Total Expenditure 262.69 145.13
Profit before depreciation 50.77 88.25
Depreciation 0.35 0.43
Profit/Loss before tax 50.42 87.82
Provision for
Current Tax 0.00 0.00
Deferred Tax Liabilities Realize (0.10) 0.05
Fringe Benefit Tax 0.05 0.05
Balance Carried to Balance Sheet 50.47 87.82
Paid up Equity Share Capital 315.26 315.26
Reserves 270.43 222.41
DIVIDEND
In view of strengthen the financial base of the Company, Directors do
not recommend any dividend for year under review.
PUBLIC DEPOSIT
During the year the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mr. Shyam Sunder Sharma, retires
by rotation at the forthcoming Annual General Meeting, and being
eligible, offer himself for re- appointment.
Further Mr. Nitin Parik was co-opted on the Board as an additional
Director and he is propose to be appointed as Director in forthcoming
Annual General Meeting for which Company has received notices under
section 257 of the Companies Act, 1956 from the member.
Further the year Mr. Shakir Sheikh has resigned from the Board of
Directors of the Company. Your Board places on record its deep
appreciation of the valuable contribution made by him during his tenure
as Director of the Company.
DIRECTOR'S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director's Responsibility statement, it is
hereby confirmed:
i) That in the preparation of the annual accounts for financial year
ended 31st March 2008; the applicable accounting standards have been
followed along with proper explanation relating to material departure;
ii) That the Directors have selected such accounting policies and
applied them consistently and made 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 financial year and of the
profit of the Company for the year and review.
iii) That the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
The Auditors M/s Tapan Goyal & Company, Chartered Accountants,
statutory Auditors of the company, retires and being eligible, offers
themselves for re- appointment.
AUDITOR'S REPORT
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and do not require any
explanation.
DISCLOSURE OF SPECIAL PARTICULARS
As per requirement of section 217(1) of the Companies Act, 1956,
Company has no substantial Consumption of energy. However management
ensures that all possible measures are taken to conserve including
identification of potential areas of saving energy. Further there was
neither inflow nor outflow of foreign exchange during the year.
PARTICULARS OF THE EMPLOYEE
There was no employee during the year drawing remuneration attracting
provisions of section 217 (2A) of the companies Act, read with the
companies (particulars of Employees) Rules 1975.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsory in electronic form and
your Company has connectivity with both the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of
Depositories as aforesaid.
CORPORATE GOVERNANCE
A Report on the corporate Governance code along with a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement as also the Management Discussion and Analysis Report are
annexed to this report.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
devoted services rendered by the staff members of the Company. Your
Company & Directors wish to extend sincere thanks to the Banks with all
the customers and Shareholders of the Company for extending their
sincere support and services.
Place: Indore for and on behalf of the Board
Dated: 13.08.2008
V.P. Goyal Rekha Goyal
Managing Director Director