Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report along
with the Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your consideration:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Total Income 18387.59 31,252.95
Profit before Depreciation & Tax 1459.62 5333.74
Less : Depreciation 1397.5 4145.05
Profit/Loss before tax (9115.49) 33.78
Less : Tax Expenses
Current Tax - 1.51
Deferred Tax (1582.97) 5.24
Add: Mat Credit Entitlement - 1.51
Profit /Loss after Tax (7532.52) 28.54
REVIEW OF OPERATIONS
The turnover (revenue from operations) of the Company for the year
ended 31st March, 2015 is Rs. 18,335.74 lacs as against Rs. 31119.21
lacs in the previous year. The net loss amounts to Rs. 7532.52 lacs. No
material changes have occurred since the date of the Balance sheet and
this report, which has any adverse effect on the working of the
company.
INDUSTRY SCENARIO
PEB sector in India has been going through a very difficult phase over
the last three years and due which the Company wasn't able to perform
well during the fiscal, and posted a net loss of Rs. 7532.52 lacs for
the financial year 2014-15.
India's Media and Entertainment industry is expected to grow steadily
over the next five years. The industry revenues are likely to exceed
US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at
compound annual growth rate (CAGR) of 14.0 per cent between 2015 and
2020.
The management is optimistic about the good performance of the Company
in near future.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits under section 73-76
of the Companies Act, 2013. There are no unclaimed or unpaid deposits
lying outstanding as at 31st March, 2015.
MATERIAL CHANGES
No Material changes occurred subsequent to the close of the financial
year 2014-15 to which the balance sheet relates till the date of this
report.
DIVIDEND
Due to loss in the financial year ending 31st March, 2015 your
directors do not recommend any dividend for the year. Your Board is
optimistic for early recovery and growth of your Company.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 400,000,000 (Forty
Crores Only) divided into 200,000,000 (Twenty Crore Only) Equity Shares
of Rs. 2/- (Rupees Two) each.
The Issued, Subscribed and fully paid up Capital of the is Rs.
13,71,85,912 (Thirteen Crore Seventy One Lacs Eighty Five Thousand Nine
Hundred Twelve Only) divided into 6,85,92,956 (Six Crore Eighty Five
Lac Ninety Two Thousand Nine Hundred Fifty Six Only) Equity Shares of
Rs. 2/- (Rupees Two) each.
RESERVES
During the financial year, as on 31st March, 2015 the total reserves of
the Company stood at Rs. 14,460.95. For detailed breakup of reserves
see Note no. 3 of Balance Sheet annexed herewith.
CHANGE OF NAME
The Company has changed its name from "Era Buildsys Limited' to "Apex
Buildsys Limited" with effect from 25th August, 2014. The change of
name was approved by the members through Postal Ballot in the Meeting
of the Company held on 11th of August, 2014.
DIRECTORS
Mr. Amit Bharana, Director retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for reappointment.
The Board recommends his appointment as Director at the ensuing Annual
General Meeting.
Mr. Hem Singh Bharana and Mr. Shiv Dayal Kapoor resigned from the
directorship of the Company w.e.f. 14th August, 2014 and 22.03.2015
respectively. Also, Mr. Sushil Kumar Gupta has been appointed as Chief
Financial Officer of the Company with effect from 30th of May, 2014.
Further, Mr. Hem Singh Bharana (again) and Ms. Chetna Kumar were
appointed as an Additional Director of the Company w.e.f. 10th March,
2015. They hold the office up to the conclusion of this Annual General
Meeting. There appointment as a Director of the Company is proposed at
the ensuing Annual General Meeting of the Company.
As on 31 March, 2015 Mr. Amit Bharana, Ms. Chetna Kumar, S D Sharma and
Mr. Hem Singh Bharana were the Directors of the Company.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are being placed for approval of the
members at the Annual General Meeting.
As per the provisions of the Companies Act, 2013, Independent Directors
are eligible to hold office for a term up to five consecutive years and
are eligible for re-appointment for the second term on passing special
resolutions by the Company. During their tenure, they will not be
liable to retire by rotation. The Company has received from all the
Independent Directors consents for their appointment and declarations
confirming that they meet the criteria of independence as envisaged
under the Companies Act, 2013 and Listing Agreement.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are being placed for approval of the
members at the Annual General Meeting.
MEETINGS
During the year under review, Five Board Meetings were convened and
held on 30/05/2014, 14/08/2014, 12/11/2014, 14/02/ 2015 & 10/03/2015.
The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure V.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
MANAGERIAL REMUNERATION:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
S PARTICULARS REMARKS
No.
1. The ratio of the remuneration of Mr. Amit. Bharana (Whole Time
each director to the median Director) - 17.56 Other Directors
remuneration of the employees of do not draw any remuneration from
the company for the financial year the company except by way of
sitting fee.
2. The percentage increase in 13% increament in salary of
remuneration of each director, company secretary
Chief Financial Officer, Chief
Executive Officer, Company
Secretary or Manager, if any,
in the financial year
3. The percentage increase in the
median remuneration of employees in 5%
the financial year
4. The number of permanent
employees on the rolls of company 307
5. The explanation on the To provide market competitive
relationship between average increments while simultaneously
increase in remuneration and driving a performance culture and
company performance further to match inflation and
to keep them motivated.
6. Comparison of the remuneration The KMP's working in the company
of the Key Managerial Personnel are drawing remuneration at
against the performance of the market competitive rates. Keeping
company in mind the Company performance
the key managerial personnel were
not paid variable salaries.
7. Variations in the market Table 1
capitalization of the company,
price earnings ratio as at the
closing date of the current
financial year and previous
financial year and percentage
increase over decrease in the
market quotations of the shares
of the company in comparison to
the rate at which the company
came out with the last public
offer in case of listed
companies, and in case of
unlisted companies, the variations
in the net worth of the company
as at the close of the current
financial year and
previous financial year
8. Average percentile increase Employees in middle & lower
already made in the salaries of grades were given an
employees other than the managerial average salary increase of 5%
personnel in the last financial to match inflation and
year and its comparison with the to keep them motivated.
percentile increase in the managerial
remuneration and justification
thereof and point out if there are
any exceptional circumstances for
increase in the managerial remuneration
9. Comparison of the each remuneration NA
of the Key Managerial Personnel
against the performance of the company
10. The key parameters for any variable NA
component of remuneration availed
by the directors
11. The ratio of the remuneration There is no employee
of the highest paid director to in the Company who is
that of the employees who are not receiving higher
directors but receive remuneration remuneration than
in excess of the highest paid Managing Director of
director during the year the Company.
12. Affirmation that the remuneration
is as per the remuneration policy of YES
the company.
Table No. 1
Close Price (in Rs.) 31-Mar-14 31-Mar-15
NsE 14.35 4.95
Close Price (in Rs.) 31-Mar-14 31-Mar-15
BSE 11.48 8.61
Market Cap (in ') 31-Mar-14 31-Mar-15
BSe 787447135 590585351
IPO vs March 31, 2015 (in Rs.) IPO 31-Mar-15
Price (adjusted)* 2 8.61
Price / Earning 31-Mar-14 31-Mar-15
BSE 0.042 N.A.
Close Price (in Rs.) % Change
NsE -65.51
Close Price (in Rs.) % Change
BSE -75
Market Cap (in ') % Change
BSe -75
IPO vs March 31, 2015 (in Rs.) % Change
Price (adjusted)* 430.5
Price / Earning % Change
BSE N.A.
* Price of share offered in IPO, which was Rs. 10 of face value of Rs.
10 has been adjusted to present face value of share i.e. five shares of
Rs. 2 each.
PARTICULARS DETAILS
B) Details of the every employee of the Company
as required pursuant to 5(2) of the Companies NONE
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission
from the company and who is a Managing NIL
Director or Whole-time Director of the Company
shall receive any remuneration or commission
from any Holding Company or Subsidiary Company of
such Company subject to its disclosure
by the Company in the Board's Report.
D) The following disclosures are mentioned in the Board of Director's
report under the heading "Corporate Governance", if any, attached to the
financial statement: Â
(i) All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
Particulars Mr. Amit Bharana
(Whole Time Director)
Basic Salary 1552748.92
allowance and Contribution to PF and Other Funds 2432538.00
Total 39,85,287.00
(ii) Details of fixed component and performance linked incentives along
with the performance criteria; NA
(iii) Service contracts, notice period, severance fees; NA
(iv) Stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable. NA
CAPITAL FORMATION & REDUCTION OF CAPITAL
During the year under purview your Company neither enhanced the share
capital of the Company nor reduced the same.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate affairs vide its Notification dated: 26th
March, 2014 has notified the commencement of New Companies Act, 2013,
w.e.f. 1st April, 2014.
Your Company is fully compliant with the Companies Act, 2013 and rules
and regulations therein as applicable on the Company.
AUDITORS
As per the provision of Section 141 of the Companies Act, 2013 read
with rule 6 of the Companies (Audit & Auditors) Rules, 2014. M/s. P.C.
Bindal & Co., the retiring auditors of the company can be further
appointed as statutory auditors for another term of 2 (Two) consecutive
years i.e., till the conclusion of 25th Annual General Meeting to be
held in the year 2017. The Company has obtained necessary certificate
under section 141 of the Companies Act, 2013 from the auditor conveying
their eligibility for the above appointment. The Audit Committee and
the Board reviewed their eligibility criteria, as laid down under
section 141 of the Companies Act, 2013 and recommended their
appointment as auditors for the above said period.
SECRETARIAL AUDITOR
As per provisions of Section 204 of the Act, the Board of Directors of
the company has appointed M/s. SKP & Co., Practicing Company
Secretaries (C.P. No.: 6575), as Secretarial Auditors of the Company
for the purpose of auditing the Secretarial activities of the Company
for the financial year 2014-15. The Secretarial audit report issued by
the said auditors in form MR- 3 has been annexed to this report as
'Annexure VI'.
With respect to the observations made in the Secretarial Audit Report,
the proper steps are being taken by the Management so as to comply with
the provisions.
INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS
The Company has implemented proper internal audit mechanism and the
internal audit is being done by the internal auditing department of the
Company and the Audit Committee is regularly being apprised of the
findings of the Internal Audit Department.
The observation made by secretarial auditor on internal audit mechanism
of the Company is self-explanatory and doesn't require any further
explanation.
AUDIT COMMITTEE
During the financial year the Audit Committee consists of following
members namely Mr. S. D. Sharma, Ms. Chetna Kumar and Mr. Amit Bharana
out of which two are independent Directors. Mr. S. D. Sharma was the
Chairman of Audit Committee. All members of the Audit Committee
possess sufficient knowledge and experience in the field of Finance and
Accounts. The Committee composition is in accordance with the
provisions of Companies Act and Listing Agreement.
AUDITORS' REPORT
The Auditors' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation. The observations and comments given by the Auditors read
together with notes to accounts are self-explanatory; hence do not call
for any further comments under provisions of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that -
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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.
(f) 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.
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is
annexed as Annexure II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8 of The Companies
(Accounts) Rules, 2014, as amended from time to time is as per below
mentioned details.
CONSERVATION OF ENERGY:
The Company lays great emphasis on savings in the cost of energy
consumption. Achieving reduction in the per unit consumption of energy
is an ongoing exercise in the Company; this includes periodical
check-ups, preventive maintenance and calibration of all electrical
instruments & machineries. Effective measures have been taken to
minimize the loss of energy as far as possible.
The detail regarding present energy consumption including captive
generation is furnished as below:
I. Power & Fuel Consumption
1. Electricity Purchased 2013-14 2014-15
Unit 1,820,785 1599918
Total Amount 13,058,109 13183616
Rate/Unit (Rs.) 7.17 8.24
2. Own Generation through Diesel Generator
Unit 163,629 148363
Units per lit. of Diesel Oil 2,242,967 2094882
Cost/Unit 13.71 14.12
II. Consumption per unit of Production
2013-14 2014-15
Production (MTs) 12697.94 9271.02
Electricity (Unit/MT) 143.39 172.57
Electricity ('/ Mt) 1,028.36 1422.02
Diesel (Unit/Mt) 12.89 16.00
Diesel ('/MT) 176.64 225.96
Technology Absorption:
Your Company deploys latest updated technologies such as Highway
Girders, Pipe Racks to the level of 2800 mm height of beam
manufacturing with automatic welding, CNC punching & shearing, CNC
sheet profiling and Multi torch flame cutting. This technology
implemented by the company is best available in the world in the field
of Pre-engineered Buildings.
The foreign exchange earning/outgo during the year are as under:
(Rs. in Lacs)
Particulars Current Year Previous Year
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo 12.18 1.20
SUBSIDIARY COMPANY
M/s Silverline Cinemas Private Limited is the only Wholly Owned
Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss
Account and Reports of the Auditors' and Directors' of the Subsidiary
Company have not been attached as per the consent granted by the Board
of Directors of the Company in terms of general exemption granted by the
Ministry of Corporate Affairs, Government of India. However as per the
terms of general exemption, a statement containing brief financial
details of the subsidiary company for the year ended 31st March, 2015 is
included in the Annual Report. ('Annexure IV') As required under the
Listing agreement with the Stock Exchange, the Company has prepared the
Consolidated Financial Statements of the Company and its subsidiary as
per the Accounting Standard (AS) 21, Consolidated Financial Statements
which form part of the Annual Report and Accounts.
The Annual Accounts of the subsidiary company and the related detailed
information shall be made available to shareholders of the Company
seeking such information. The Annual Accounts of the subsidiary company
are also kept for inspection by any shareholder at the registered
office of your Company.
Particulars of loans, guarantees or investments under section 186
Details of Loans:
Sl. Date of Details Amount Purpose for which the
No. making of loan is to be utilized
loan Borrower by the recipient
NA
Sl. Time period Date Date Rate of Security
No. for which of BR of SR Interest
it is given (if reqd)
31st Mar., 2015
No. of Share ( Rs. in Lacs)
Investments in Government Securities 0.38
Investment (Long Term, Fully Paid Up)
A. Quoted Shares
Castrol India Ltd 60 0.05
Choksi Tube Company Ltd. 200 0.08
Indo Bosch Gems and Jewellery Ltd. 100 0.04
Indo French Biotech Enterprises Ltd. 1000 0.48
ITC LTD (Face Value Rs. 1/-) 750 1.02
Jindal Stainless Ltd. 220 0.27
Jindal Steel & Power Ltd. (Face
Value Rs. 1/-) 2400 0.18
Nagarjuna Fertilizers & Chemicals
Ltd. (Face Value Rs. 1/-) 110 0.03
Nagarjuna Oil Refinery Ltd. 100 -
Nahar Industrial Enterprises Ltd. 120 0.26
Nalwa Sons Investments Ltd. 16 -
NEPC India Ltd. 520 0.60
NEPC Tea Garden Ltd. 6 0.00
Paam Pharmaceuticals (Delhi) Limited 500 0.37
Pasupati Spinning and Weaving Mills Ltd. 80 0.25
Ready Food Ltd. 1800 0.48
Rohini Strips Ltd. 400 0.11
Saraswati Industrial Syndicate Ltd. 100 0.36
Skyline NEPC Ltd. 600 0.31
Surlux Diagnostic Ltd. 1000 0.35
Vikas Hybride Ltd. 200 0.14
Western Paques (I) Ltd. 100 0.25
Whirlpool of India Ltd. 125 0.30
Total 5.92
B. Unquoted
1. Debentures (Non Trade) 0.07
2. Others -
3. Subsidiary (Trade) 81.86
Sl. Date of Details of Amount
No. providing security recipient
guarantee
Sl. Purpose for which the security/ Date Date Commission
No. guarantee is proposed to be of BR of SR
utilized by the recipient (if any)
NA
1. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub- section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto has been disclosed in Form No.
AOC-2. As Annexure III (Format enclosed).
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I .
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the practicing company secretaries
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of the Listing agreement shall be annexed with
the report.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, where the Board of Directors of the Company acts as trustee
to all the stakeholders of the Company to enhance the stakeholder's
value and protect their interest. Your Company is committed to
benchmark itself with global standards in all areas including
appropriate standards for Good Corporate Governance. Towards this end,
an effective corporate governance system has been put in place in the
Company, which also ensures that the provisions of Clause 49 of the
Listing Agreement are duly complied with. A report on Corporate
Governance along with Certificate on its compliance from Ms. Pooja
Anand, Company Secretary in Practice is enclosed with this Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to constitute the CSR committee to
formulate, implement and monitor the CSR Policy of the Company.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on behalf of the Board of Directors
For Apex Buildsys Limited
[Formerly known as Era Buildsys Limited]
(Amit Bharana)
Place: Noida Chairman and Whole Time Director
Date: 2nd December, 2015 (DIN: 01291420)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report along
with the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your consideration:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March,2014 31st March,2013
Total Income 31,252.95 48,399.31
Profit before 1,188.69 2,674.14
Depreciation & Tax
Less : Depreciation 1,154.91 1,161.50
Profit/Loss before tax 33.78 1,512.64
Less : Tax Expenses
Current Tax 1.51 257.37
Deferred Tax 5.24 184.14
Add: Mat Credit Entitlement 1.51 257.37
Profit /Loss after Tax 28.54 1328.50
Surplus/(deficit) carried to 17,276.75 17,248.21
Balance sheet
REVIEW OF OPERATIONS
The turnover (revenue from operations) of the Company for the year
ended 31st March, 2014 is Rs. 31,119.21 lacs as against Rs. 48,268.73
lacs in the previous year. Profit before depreciation and taxation was
Rs. 1188.69 lacs and after providing Rs. 1154.91 lacs towards
depreciation and Rs. 5.24 lacs towards tax, the net profit amounts to
Rs. 28.54 lacs. No material changes have occurred since the date of the
Balance sheet and this report, which has any adverse effect on the
working of the company.
FUTURE PROSPECTS
Infrastructure development in India has been going through a very
difficult phase over the last three years. The Company was able to
achieve breakeven, and post a net profit of Rs. 28.54 lacs for the
financial year 2013-14.
During the financial year 2013-14, the Hon''ble Delhi High Court by
order dated 31st July, 2013 has sanctioned the Composite Scheme of
Arrangement and Amalgamation of Era Buildsys Limited with Era E-Zone
(India) Limited w.e.f. 1st April, 2012. In terms of the said sanctioned
scheme the name of Era E-Zone (India) Limited (Transferee Company) is
to be changed to Era Buildsys Limited.
The Company is optimistic about the performance of the Company in near
future.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate affairs vide its Notification dated: 26th
March, 2014 has notified the commencement of New Companies Act, 2013,
w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014
issued by Ministry of Corporate Affairs, the present Directors'' Report
is prepared in accordance with the provisions of the Companies Act,
1956 and thus the new provisions of Companies Act, 2013 will be
complied with in the next Directors'' Report.
Your Board of Directors are in process of complying with all other new
requirements of the Companies Act, 2013.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits under section 58A of
the Companies Act, 1956. There are no unclaimed or unpaid deposits
lying outstanding as at 31st March, 2014.
DIVIDEND
In order to plough back profits for the future requirements of the
Company, your directors do not recommend any dividend for the year
ended 31st March, 2014.
DIRECTORS
During the financial year 2013-2014, Mr. A.K. Mehta has resigned from
the directorship of the Company w.e.f. 5th November, 2013. Mr. A.K.
Seth was appointed as Director of the Company and designated as Whole
Time Director w.e.f. 5th November, 2013 for a period of 3 years,
However he resigned from the directorship of the company, w.e.f. 14th
February, 2014.
Mr. H.S. Bharana, Chairman of the company has resigned from the
directorship of the company, w.e.f. 14th August, 2014.
As per the provisions of the Companies Act, 2013, Independent Directors
are eligible to hold office for a term upto five consecutive years and
are eligible for re-appointment for the second term on passing special
resolutions by the Company. During their tenure, they will not be
liable to retire by rotation. The Company has received from all the
Independent Directors consents for their appointment and declarations
confirming that they meet the criteria of independence as envisaged
under the Companies Act, 2013 and Listing Agreement.
Notices under Section 160 of the Companies Act, 2013 have been received
from members proposing their candidature along with requisite deposits.
Accordingly, in terms of Section 149(10) read with Schedule IV of the
Companies Act, 2013, the Board recommends the appointment of the above
directors as Independent Directors who shall hold office upto March 31,
2019 and shall not be liable to retire by rotation during their tenure.
In accordance with the provisions of the Companies Act, 2013, Mr. Amit
Bharana, retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re- appointment.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are being placed for approval of the
members at the Annual General Meeting.
CAPITAL FORMATION & REDUCTION OF CAPITAL
Pursuant to the Composite Scheme of Arrangement/Amalgamation duly
sanctioned by Hon''ble High Court of Delhi at New Delhi, the Company
made the allotment of 4,48,12,956 equity shares to the shareholders of
transferor company (M/s. Era Buildsys Limited) in the ratio of 541
equity shares of transferee company for every 100 equity shares of
transferor company.
Further, the face value per share was reduced from Rs. 10/- each to Rs.
2/- each and Rs. 8/- per share was transfer to general reserve as per
approved scheme.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate affairs vide its Notification dated: 26th
March, 2014 has notified the commencement of New Companies Act, 2013,
w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014
issued by Ministry of Corporate Affairs, the present Directors'' Report
is prepared in accordance with the provisions of the Companies Act,
1956 and thus the new provisions of Companies Act, 2013 will be
complied with in the next Directors'' Report.
Your Board of Directors endeavors to comply with all other new
requirements of the Companies Act, 2013.
AUDITORS
As per the provision of Section 141 of the Companies Act, 2013 read
with rule 6 of the Companies (Audit & Auditors) Rules, 2014. M/s. P.C.
Bindal & Co., the retiring auditors of the company can be further
appointed as statutory auditors for another term of 3 (Three)
consecutive years i.e., till the conclusion of Annual General Meeting
to be held in the year 2017. The Company has obtained necessary
certificate under section 141 of the Companies Act, 2013 from the
auditor conveying their eligibility for the above appointment. The
Audit Committee and the Board reviewed their eligibility criteria, as
laid down under section 141 of the Companies Act, 2013 and recommended
their appointment as auditors for the above said period.
AUDIT COMMITTEE
The Audit Committee consists of following members namely Mr. S. D.
Sharma, Mr. S. D. Kapoor and Mr. Amit Bharana out of which two are
independent Directors. Mr. S. D. Sharma is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts. The
Committee composition is in accordance with the provisions of Companies
Act and Listing Agreement.
AUDITORS'' REPORT
The Auditors'' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation. The observations and comments given by the Audiors read
together with notes to accounts are self explanatory, hence do not call
for any further comments under Section 217 of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, your directors state and confirm that:
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) Accounting policies selected were applied consistently, reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2014 and of the profit of the Company for the year ended on that
date;
iii) Proper and sufficient care has been taken 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 frauds and other irregularities;
iv) The annual accounts of the Company have been prepared on a going
concern basis.
PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956
There is no employee in the Company in respect of whom particulars as
required to be furnished u/s 217(2A) of the Companies Act, 1956 and
rules made there under are to given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy and technology absorption is given as under:
CONSERVATION OF ENERGY:
The Company lays great emphasis on savings in the cost of energy
consumption. Achieving reduction in the per unit consumption of energy
is an ongoing exercise in the Company; this includes periodical
check-ups, preventive maintenance and calibration of all electrical
instruments & machineries. Effective measures have been taken to
minimize the loss of energy as far as possible.
TECHNOLOGY ABSORPTION:
Your Company deploys latest updated technologies such as Highway
Girders, Pipe Racks to the level of 2800 mm height of beam
manufacturing with automatic welding, CNC punching & shearing, CNC
sheet profiling and Multi torch flame cutting. This technology
implemented by the company is best available in the world in the field
of Pre-engineered Buildings.
SUBSIDIARY COMPANY
M/s Silverline Cinemas Private Limited is the only Wholly Owned
Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss
Account and Reports of the Auditors'' and Directors'' of the Subsidiary
Company have not been attached as per the consent granted by the Board
of Directors of the Company in terms of general exemption granted by
the Ministry of Corporate Affairs, Government of India under section
212(8) of the Companies Act, 1956 vide general circular no. 2/2011
dated 8th February, 2011. However as per the terms of general
exemption, a statement containing brief financial details of the
subsidiary company for the year ended 31st March, 2014 is included in
the Annual Report. As required under the Listing agreement with the
Stock Exchange, the Company has prepared the Consolidated Financial
Statements of the Company and its subsidiary as per the Accounting
Standard (AS) 21, Consolidated Financial Statements which form part of
the Annual Report and Accounts.
The Annual Accounts of the subsidiary company and the related detailed
information shall be made available to shareholders of the Company
seeking such information. The Annual Accounts of the subsidiary company
are also kept for inspection by any shareholder at the registered
office of your Company.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, where the Board of Directors of the Company acts as trustee
to all the stakeholders of the Company to enhance the stakeholder''s
value and protect their interest. Your Company is committed to
benchmark itself with global standards in all areas including
appropriate standards for Good Corporate Governance. Towards this end,
an effective corporate governance system has been put in place in the
Company, which also ensures that the provisions of Clause 49 of the
Listing Agreement are duly complied with. A report on Corporate
Governance along with Certificate on its compliance from Ms. Pooja
Anand, Company Secretary in Practice is enclosed with this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on behalf of the Board of Directors
For Era Buildsys Ltd.
[Formerly known as Era E-Zone (India) Limited]
Place: Noida (Amit Bharana)
Date: 14th August,2014 Chairman & Whole Time Director
(DIN: 01291420)
Mar 31, 2013
Dear Members, of Era Buildsys Limited
The Directors have pleasure in presenting the 21st Annual Report along
with the Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your consideration:
(Rs.In Lakhs)
PARTICULARS Year ended Year ended
31st March,
2013 31st March,
2012
Total Income 48399.31 1073.83
Profit before Depreciation & Tax 2674.14 23.67
Less : Depreciation 1161.50 73.12
Profit/Loss before tax 1512.64 (49.45)
Less : Tax Expenses
Current Tax 257.37
Deferred Tax 184.14
Add: Mat Credit Entitlement 257.37
Profit /Loss after Tax 1328.5 (49.45)
Surplus/(deficit) carried to
Balance sheet 17248.21 409.74
REVIEW OF OPERATIONS
The Financial Year ended 31st March, 2013 shows the post-merger figures
of the Company. The total income of the Company for the current
financial year stood at Rs. 48399.31 lacs and Company has earned a net
profit of Rs. 1328.50 lacs. However previous year figures are not
comparable as the current year figures pertains to the merged entity.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
company except the approval of composite scheme of arrangement &
amalgamation obtained from Hon''able High Court of Delhi.
SANCTION OF THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION
The Hon''ble Delhi High Court by order dated 31st July,2013 has
sanctioned the Composite Scheme of Arrangement and Amalgamation of Era
Buildsys Limited with Era E-Zone (India) Limited w.e.f. 1st April,
2012. In terms of the said sanctioned scheme the name of Era E-Zone
(India) Limited (Transferee Company) is to be changed to Era Buildsys
Limited. Note No. 38 of the Notes forming part of the Financial
Statements give the salient features of the said sanctioned scheme.
Since the figures of the previous year of both Companies cannot be
merged for the purpose of comparison due to the effect of the
Amalgamation in the Financial Statements for the year ended 31st March,
2013, the previous year figures for the year ended 31st March, 2012
have been given on standalone basis of the Company (Era E-Zone (India)
Limited).
FUTURE PROSPECTS
With the sanction of Composite scheme of Arrangement and Amalgamation
by Hon''ble High Court of Delhi, the Company is all set to start its new
innings by entering into Pre-Engineered Buildings sector. The
Amalgamation has enabled seamless integration of operational scale and
financial synergies that existed between the two companies. As can
easily depicted from the financial figures of 31st March, 2013,
consequent to Amalgamation, the Company''s turnover and profitability
has increased many folds and will continue to see a upswing due to
strong industrial & infrastructure development in the Country. The
Company will also continue with its business of operating
Cinemas/Multiplexes and is in the process of starting one more cinema,
at Dharuhera, Haryana.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits under section 58A of
the Companies Act, 1956. There are no unclaimed or unpaid deposits
lying outstanding as at 31st March, 2013.
DIVIDEND
In order to plough back profits for the future requirements of the
Company, your directors do not recommend any dividend for the year
ended 31st March, 2013.
DIRECTORS
Mr. S.D. Kapoor, retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer himself for reappointment.
Mr. A.K. Mehta resigned from the directorship of the Company w.e.f.
05.11.2013 and Mr. Amit Bharana, holding the position of director has
been appointed as a whole time director w.e.f. 05.11.2013. Further Mr.
A.K. Seth holding the position of whole time director in the transferor
company before merger has also been appointed as an additional director
and whole time director of the company w.e.f 05.11.2013.
AUDIT COMMITTEE
Consequent to the resignation of Mr. A.K. Mehta, the Board of Directors
of the Company have reconstituted Audit Committee, which now consists
of Mr. S. D. Sharma, as its Chairman and Mr. S.D. Kapoor and Mr. Amit
Bharana as its members in Pursuant to the provisions of Section 292A of
the Companies Act, 1956 and clause 49 of the Listing Agreements. Audit
Committee has all powers and authorities as provided under the
aforesaid provisions of the Act and the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, your directors state and confirm that:
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) Accounting policies selected were applied consistently, reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2013 and of the profit of the Company for the year ended on that
date;
iii) Proper and sufficient care has been taken 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 frauds and other irregularities;
iv) The annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s. P.C. Bindal & Co., Chartered Accountants, retires at the
conclusion of the forthcoming Annual General Meeting of the Company and
are eligible for re-appointment. A certificate has been obtained from
them to the effect that their re-appointment, if made, would be within
the prescribed limits under section 224(1B) of the Companies Act, 1956.
The Audit Committee and your Board recommends their reappointment as
Auditors of the Company for another term.
AUDITORS REPORT
There are no adverse qualifications in the report which need to be
explained here.
PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956
There is no employee in the Company in respect of whom particulars as
required to be furnished u/s 217(2A) of the Companies Act, 1956 and
rules made there under are to given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy and technology absorption is given as under:
CONSERVATION OF ENERGY:
The Company lays great emphasis on savings in the cost of energy
consumption. Achieving reduction in the per unit consumption of energy
is an ongoing exercise in the Company, this includes periodical
check-ups, preventive maintenance and calibration of all electrical
instruments & machineries. Effective measures have been taken to
minimize the loss of energy as far as possible.
TECHNOLOGY ABSORPTION:
Your Company deploys latest updated technologies such as Highway
Girders, Pipe Racks to the level of 2800 mm height of beam
manufacturing with automatic welding, CNC punching & shearing, CNC
sheet profiling and Multi torch flame cutting. This technology
implemented by the company is best available in the world in the field
of Pre-engineered Buildings.
The foreign exchange earning/outgo during the year are as under: ( Rs. in
lacs )
Current Year Previous Year
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo 1.20 Nil
SUBSIDIARY COMPANY
M/s Silverline Cinemas Private Limited is the only Wholly Owned
Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss
Account and Reports of the Auditors and Director''s of the Subsidiary
Company have not been attached as per the consent granted by the Board
of Directors of the Company in terms of general exemption granted by
the Ministry of Corporate Affairs, Government of India under section
212(8) of the Companies Act, 1956 vide general circular no. 2/2011
dated 8th February, 2011. However as per the terms of general
exemption, a statement containing brief financial details of the
subsidiary company for the year ended 31st March, 2013 is included in
the Annual Report. As required under the Listing agreement with the
Stock Exchange, the Company has prepared the Consolidated Financial
Statements of the Company and its subsidiary as per the Accounting
Standard (AS) 21, Consolidated Financial Statements which form part of
the Annual Report and Accounts.
The Annual Accounts of the subsidiary company and the related detailed
information shall be made available to shareholders of the Company
seeking such information. The Annual Accounts of the subsidiary company
are also kept for inspection by any shareholder at the registered
office of your Company.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, where the Board of Directors of the Company acts as trustee
to all the stakeholders of the Company to enhance the stakeholder''s
value and protect their interest. Your Company is committed to
benchmark itself with global standards in all areas including
appropriate standards for Good Corporate Governance. Towards this end,
an effective corporate governance system has been put in place in the
Company, which also ensures that the provisions of Clause 49 of the
Listing Agreement are duly complied with. A report on Corporate
Governance along with Certificate on its compliance from Mr. R.S.
Bhatia, Company Secretary in Practice is enclosed with this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on behalf of the Board
of Directors
For Era Buildsys Ltd.
[Formerly known as Era E-Zone
(India) Limited]
Place :Noida (Amit Bharana) (A.K. Seth)
Date : 5th November, 2013 Whole Time
Director Whole Time
Director
Mar 31, 2012
To The Members of Era E-Zone (India) Limited
The Directors have pleasure in presenting the 20th Annual Report along
with the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your consideration:
(Rs. In Lakhs)
PARTICULARS Year ended Year ended
31st March, 2012 31st March, 2011
Total Income 1073.83 862.37
Profit before Depreciation & Tax 23.67 (233.11)
Depreciation 73.12 72.94
Profit/Loss before tax (49.45) (306.05)
Tax Expenses:
Current Tax - -
Deferred Tax - -
Deferred Tax Assets Reversed - 130.85
Profit /Loss after Tax (49.45) (436.91)
Surplus/(deficit) carried to Balance sheet 409.74 459.19
REVIEW OF OPERATIONS
Due to continuous efforts in improving the operational efficiency of
the Company, the total income of the company has been increased to Rs.
1073.83 lacs for the financial year ended 31st March, 2012 as compared
to the total income of Rs. 862.37 lacs earned in the previous financial
year and Company's net loss for the financial year ended 31st March,
2012 has been reduced to Rs. 49.45 lacs as compared to a net loss of Rs
436.91 lacs incurred in the previous financial year.
No material changes have occurred since the date of the Balance sheet
and this report, which has any adverse effect on the working of the
company.
FUTURE PROSPECTS
At present your Company is carrying on the business of
Cinemas/Multiplexes and Food Courts. As a diversification option
Company has planned to enter into a new line of activity i.e. all types
of building construction materials and pre-fabricated building
structure and similar activities. In this regard, Company has already
changed its objects by altering its Memorandum of Association and the
Board of Directors of the Company has also approved the merger of one
of our group company carrying the above mentioned objects with our
Company and further for effecting the said scheme, Bombay Stock
Exchange has also granted its no objection to the proposed scheme of
merger. If the said scheme is approved by the Hon'ble High Court at
Delhi, your Company's turnover and profitability will increase many
folds as the company being merged has a good standing.
PUBLIC DEPOSITS
Your Company does not accept public deposits under section 58A of the
Companies Act, 1956. There are no unclaimed or unpaid deposits as at
31st March, 2012.
DIVIDEND
In view of the losses incurred during the year, the Directors express
their inability to recommend dividend.
DIRECTORS
Mr. S.D. Sharma, retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer himself for reappointment.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292 A of the Companies Act, 1956
and clause 49 of the Listing Agreement, the Board of Directors of the
Company have a Committee of Board of Directors known as Audit
Committee, which consists of Mr. S. D. Sharma, as its Chairman and Mr.
A. K. Mehta and Mr. S.D. Kapoor, as its members. Audit Committee has
all powers and authorities as provided under the aforesaid provisions
of the Act and the Listing Agreement.
PREFERENTIAL ISSUE
During the financial year, 127,00,000 Equity Shares were allotted upon
conversion of Warrants on the basis of option exercised by the Warrant
Holders . No further instrument is pending for conversion as on date of
this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, your directors state and confirm that:
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) Accounting Policies selected were applied consistently, reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2012 and of the loss of the Company for the year ended on that
date;
iii) Proper and sufficient care has been taken 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 frauds and other irregularities;
iv) The annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s. P.C. Bindal & Co., Chartered Accountants, retires at the
conclusion of the forthcoming Annual General Meeting of the Company and
are eligible for re-appointment. A certificate has been obtained from
them to the effect that their re-appointment, if made, would be within
the prescribed limits under section 224(1B) of the Companies Act, 1956.
The Audit Committee and your Board recommends their reappointment as
Auditors of the Company.
AUDITORS REPORT
There are no adverse qualifications in the report which need to be
explained here.
PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956
There is no employee in the Company whose particulars as required to be
furnished u/s 217(2A) of the Companies Act, 1956 and rules made there
under.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy and technology absorption are not given as
the Company has not undertaken any manufacturing activity. Still it
endeavors to save the energy wherever possible at all levels of
operation.
Further, your Company does not use any foreign technology which needs
to be absorbed.
The foreign exchange earning/outgo during the year are as under:
( in $)
Current Year Previous Year
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil Nil
SUBSIDIARY COMPANY
M/s Silverline Cinemas Private Limited is the only Wholly Owned
Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss
Account and Reports of the Auditors' and Directors' of the Subsidiary
Company have not been attached as per the consent granted by the Board
of Directors of the Company in terms of general exemption granted by
the Ministry of Corporate Affairs, Government of India under section
212(8) of the Companies Act, 1956 vide general circular no. 2/2011
dated 8th February, 2011. However as per the terms of general
exemption, a statement containing brief financial details of the
subsidiary company for the year ended 31st March, 2012 is included in
the Annual Report. As required under the Listing agreement with the
Stock Exchange, the Company has prepared the Consolidated Financial
Statements of the Company and its subsidiary as per the Accounting
Standard (AS) 21, Consolidated Financial Statements which form part of
the Annual Report.
The Annual Accounts of the subsidiary company and the related detailed
information shall be made available to shareholders of the Company
seeking such information. The Annual Accounts of the subsidiary company
are also kept for inspection by any shareholder at the registered
office of your Company.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, where the Board of Directors of the Company acts as trustee
to all the stakeholders of the Company to enhance the stakeholders
value and protect their interest. Your Company is committed to
benchmark itself with global standards in all areas including
appropriate standards for Good Corporate Governance. Towards this end,
an effective corporate governance system has been put in place in the
Company, which also ensures that the provisions of Clause 49 of the
Listing Agreement are duly complied with. A report on Corporate
Governance along with Certificate on its compliance from Mr. R.S.
Bhatia, Company Secretary in Practice is enclosed with this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on behalf of the Board of Directors
Place : New Delhi (H.S. Bharana)
Date : 14th August, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their 18th Annual Report
along with the Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The financial results for the year under review are summarized below
for your consideration:
(Rs. in lakhs)
PARTICULARS Year ended Year ended
31st March, 2010 31st March, 2009
Total Income 813.14 2505.23
Profit before Depreciation & tax (232.49) (62.59)
Depreciation 82.59 45.45
Profit/Loss before tax (315.08) (108.04)
Tax Expenses:
Current Tax - -
Earlier Year Tax - -
Deferred Tax (97.44) (33.23)
Fringe Benefit Tax - 0.90
Profit /Loss after Tax (217.64) (75.71)
Surplus/(deficit ) carried to
Balance sheet 896.10 1113.74
REVIEW OF OPERATIONS
For the financial year ended 31st March, 2010, the total income of the
company was Rs. 813.14 Lacs as compared to an income of Rs. 2505.23
Lacs for the year ended 31st March, 2009.
The Company incurred a net loss of Rs. 217.64 Lacs for the year ended
31st March, 2010 as compared to a net loss of Rs. 75.71 Lacs for the
year ended 31st March 2009.
No material changes having adverse effect on the working of the company
have occured between the end of the financial year and the date of this
report.
FUTURE PROSPECT
At Present our Company is focusing on Multiplexes and Entertainment
Sectors. The opportunities in these sectors are vast. Your Company has
drawn expansion plans which are discussed in details in Management
Discussion and Analysis attached to this report.
PUBLIC DEPOSITS
Your Company does not accept public deposits. There are no unclaimed or
unpaid deposits as at 31st March, 2010.
DIVIDEND
In View of the losses incurred during the year, the directors express
their inability to recommend dividend.
DIRECTORS
Mr. A.K. Mehta and Mr. Ajay Kumar Mishra, retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956,
the Board of Directors of the Company have a Committee of Board of
Directors known as Audit Committee, which consists of Mr. S. D. Sharma,
as its chairman and Mr. A. K. Mehta & Mr. S.D. Kapoor, as its members.
Audit Committee has all powers and authority as provided under the
aforesaid provisions of the act and listing agreement.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with the accounting and financial reporting requirements
under section 217(2AA) of the Companies (Amendment) Act, 2000, in
respect of financial statements, your directors state and confirm that:
i. In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Accounting policies selected were applied consistently, reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2010 and of the loss of the Company for the year ended on that
date;
iii. Proper and sufficient care has been taken 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 frauds and other irregularities;
iv. The annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s. P.C. Bindal & Co., Chartered Accountants, retire at the conclusion
of the forthcoming Annual General Meeting and are eligible for re-
appointment. A certificate has been obtained from them to the effect
that their appointment, if made, would be within the prescribed limits
under section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
There are no adverse qualifications in the report which need to be
explained here.
PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956
The particular of employees as required u/s 217(2A) of the Companies
Act, 1956 read with the Companies (Particular of Employees) Rules, 1975
are given below:
Name Mr. Amit Bharana
Designation Managing Director
Remuneration received Rs. 18,41,323/-
Nature of employment Contractual
Nature of duties of
the employee Looking after all the day to day
managerial and
operational activities of the Company
Qualification & experience
of the employee MBA from Central Queensland University,
Australia and having the experience
of more than 4 years
Date of commencement
of employment 29.09.2008
Age of the employee 29 years
Last Employment Era Landmarks Ltd
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
the conservation of energy and technology absorption are not given as
the Company has not undertaken any manufacturing activity. Still it
endeavors to save the energy wherever possible at all levels of
operation.
Further, your Company does not use any foreign technology which needs
to be absorbed.
The foreign exchange earning/outgo during the year are as under:
Current Year Previous Year
Foreign Exchange Earning: Nil Nil
Foreign Exchange Outgo : Nil Nil
SUBSIDIARIES
Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary
of the Company pursuant to provisions of Section 212 of the Companies
Act, 1956, the Audited Statement of Accounts for the year ended 31st
March, 2010 together with the report of Directors and the Auditors and
also the Statement of interest in Subsidiary Company is attached to
Balance Sheet.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
A Company hold fiduciary relationship with its stakeholders and
community, where the Board of Directors of the Company acts as trustee
to all the stakeholders of the Company to enhance the stakeholders
value and protect their interest. Your Company is committed to
benchmark itself with global standards in all areas including
appropriate standards for Good Corporate Governance. Towards this end,
an effective Corporate Governance System has been put in place in the
Company, which also ensures that the provisions of Clause 49 of the
Listing Agreement are duly complied with. A report on Corporate
Governance along with Certificate on its compliance from Mr. R.S.
Bhatia, Company Secretary in Practice is enclosed with this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on behalf of the Board of Directors
Place : New Delhi H.S. Bharana
Date : 28th June, 2010 Chairman
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