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Directors Report of Aplaya Creations Ltd.

Mar 31, 2015

To The Shareholders, Aplaya Creations Limited

The Directors have pleasure in presenting their 32nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Results are stated as under:

(Rs.)

PARTICULARS Year Ended Year Ended 31.03.2015 31.03.2014

Sales & Operating Income 11,85,35,238.01 15,39,053 Other Income

Total Expenditure with 11,44,69,094.08 14,41,977.86 Depreciation

Gross Income/ (Loss) before 40,66,143.93 (14,20,084) Taxation

Provision for Taxation 12,63,667 36126

Net Profit/(Loss) 28,02,476.93 (14,56,210)

OPERATIONS

The Company has earned profit after tax of Rs. 28,02,476.93/- during the current financial year as against Rs. (14,56,210)/- earned during the previous financial year. Profit before tax is 40,66,143.93/- as compared to (14,20,084)/- in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.

DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Board has recommended the appointment of Mr. Dipak Kumar Sharma as the Independent Director of the company with effect from 30.09.2014 and for period of 5-years and his appointment was confirmed by the members at the Annual general meeting held on 30th September, 2014 as required under Section 149(10).

During the year under review the following director due to preoccupation resigned from the Board of the company, Mr. Sohanlal Agrawal, Director of the Company resigned from the Board on 14/08/2014.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 5 members. Out of which one is the Managing Director, One is Executive Director & CFO, two Independent Directors and one Woman Director is Chairman and Non-executive Director on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMMITTEES OF THE BOARD

Currently, the Board has Five committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

- holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. 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 the financial year and of the profit and loss of the Company for that period.

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal Desai And Shah, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure -1.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in 'Zero Tolerance' against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.einsedutechltd.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -2.

1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting of 14,38,00,000 equity shares of face value of Re.1/- each.

2. The Board of Directors of the company consists of 5 Directors namely Mr. Ramawtar Gupta Managing Director, Mr. Pramod Kumar Gupta Executive Director & CFO, Mr. Sachin Somaiya Independent Director, Mr. Dipak Kumar Sharma Independent Director and Ms. Pinki Gupta Chairman Non Executive Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1/- each amounting to 9.57%.

5. There was no un-paid dividend during the year.

FOR AND ON BEHALF OF THE BOARD

APLAYA CREATIONS LIMITED

PLACE: MUMBAI Sd/-

DATE: 12/08/2015 Ramawtar Gupta

Managing Director

(DIN : 06365578)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thiry First Annual Report on the business and operations of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Amount in Rupees)

31st March, 2014 31st March, 2013

Income from sales & Other Sources 15,39,053 13,55,151

Less: Expenditure & Exceptional items 24,75,215 9,48,314

Net Profit/ (Loss) before Taxation (14,20,084) 4,06,838

Less: Provision for Taxation

Current 35970 25,007

Deferred Tax Liability 156 1,760

Profit/ (Loss) after Taxation (14,56,210) 3,80,071

2. OPERATIONS:

The Company has earned profit after tax of Rs. (14,56,210)/- during the current financial year as against Rs. 3,80,071/- earned during the previous financial year. The Board will strive for better performance during the ensuing financial year.

4. DIRECTORS:

During the year under review the following director''s due to preoccupation resigned from the Board of the company, Mr. Bhagwan Das Agarwal and Ms. Priti Agarwal Director of the Company resigned from the Board on 12/02/2014.

The Board appointed to Mr. Ramawtar Gupta as an Managing Director of the Company on 12/02/2014.

5. DIVIDEND:

Due to inadequate Profits the Board of Directors do not recommend any dividend for the year under review.

6. AUDITORS:

M/s. Banshi Jain & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number : 100990W, are proposed to be re-appointed as Auditors of the company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting, as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Banshi jain & Associates to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.

7. AUDITOR''S REPORT:

The observations made in the Auditor''s Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

8. DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

9. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTOS) OF RULES, 1988

The Provisions relating to relating to energy conversation and technology absorption are not applicable to the Company. The Company has not spent any expenditure on Research & Development. There are no earnings or expenditure in foreign currency.

12. ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

13. DIRECTOR''S RESPONSIBILITY STATEMENT:

a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that: In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

FOR AND ON BEHALF OF THE BOARD EINS EDUTECH LIMITED

PLACE: MUMBAI Sd/-

DATE: 14/08/2014 Ramawtar Gupta Managing Director

(DIN : 06365578)


Mar 31, 2013

The Directors have pleasure in presenting their THIRTIETH ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Amount in Rupees)

31st March, 2013 31st March, 2012

Income from sales & Other Sources 13,55,151 19,33,198

Less: Expenditure & Exceptional items 9,48,314 9,68,310

Net Profit/ (Loss) before Taxation 4,06,838 9,64,888

Less: Provision for Taxation

Current 25,007 1,88,000

Deferred Tax Liability 1,760 -

Profit/ (Loss) after Taxation 3,80,071 7,76,888

2. OPERATIONS:

The Company has earned profit after tax of Rs. 3,80,071/- during the current financial year as against Rs. 7,76,888/- earned during the previous financial year. The Board will strive for better performance during the ensuing financial year.

3. CHANGE OF MANGEMNET:

The Present Management pursuant to SEBI takeover Code, 2011 gave a Public announcement for Acquisition of shares of the Company from the public on March 4th, 2013. The Open Offer closed on March 15th, 2013 and on March 20th, 2013 management of the Company has been changed and new management came in to force.

The Present promoter of the company consists of M/s Westfield Apparels Private Limited and controlled by itself.

4. DIRECTORS:

During the year under review the following director''s due to preoccupation and because of the change of management resigned from the Board of the company:

Mr. Sanjay Salunkhe, Director of the Company, Mr. Balkrishna Salunkhe, Director of the Company and Mr. Rajendra Salunkhe, Director of the Company resigned from the Board on 20/03/2013.

The Board appointed to Mr. Sachin Somaiya and Ms. Priti Agarwal as an Independent Additional Director of the Company on 28/12/2012, Mr. Ramawtar Gupta and Mr. Pramod Kumar Gupta as an Executive Additional Director of the Company, on 08/02/2013, Mr. Bhagwan Das Agarwal as an Chairman cum Non-Excutive Additional Director of the Company on 20/03/2013.

5. DIVIDEND:

Due to inadequate Profits the Board of Directors do not recommend any dividend for the year under review.

6. AUDITORS:

M/s. Banshi Jain & Associates, Chartered Accountants are to reappointed as Statutory Auditor of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting to the next Annual General Meeting to act as Statutory Auditors at a remuneration (including out of pocket expenses) to be fixed by the Board of Directors in consultation with them. The Company has received confirmation from them that the appoint,ent, if made, would be within the limits prescribed under Sectrion 224 (IB) of the Companies Act, 1956.

7. AUDITOR''S REPORT:

The observations made in the Auditor''s Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

8. DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

9. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTOS) OF RULES, 1988

The Provisions relating to relating to energy conversation and technology absorption are not applicable to the Company. The Company has not spent any expenditure on Research & Development. There are no earnings or expenditure in foreign currency.

11. COMPLIANCE CERTIFICATE

The compliance Certificate required under section 383A of the Companies Act, 1956 is received for the year end 31st March, 2013.

12. ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

13. DIRECTORS RESPONSIBILITY STATEMENT:

a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that: In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.



FOR AND ON BEHALF OF THE BOARD

EINS EDUTECH LIMITED



PLACE: MUMBAI Sd/-

DATE: 30th May, 2013 Bhagwan Das Agarwal

Chairman


Mar 31, 2012

The Directors have the pleasure in presenting their Annual Report before you. on the working of the Company, for the year ended 31st March, 2012.

FINANCIAL RESULTS (Amount in Rupees)

PARTICULARS 2011-2012 2010-2011

Sales & Other Income 1,933,198.00 2,761,902.00

Less : Expenditure 968,310.00 1,795,829.00 Profit/(Loss) Before Taxation 964,888.00 946,073.00

Less : Provision For Taxation

Current 188,000.00 665,000,00

Deferred - 10,050.00

Profit After Tax 776,888.00 291,023.00

PERFORMANCE DURING THE FINANCIAL YEAR

The company has earned profit after tax of Rs. 776,888/- during the current financial year as against Rs. 291,023/- earned during the previous financial year. The Board will strive for better performance during the ensuing financial year.

DIVIDEND

In view to conserve the finance for future development of the Company, your directors do not recommend any payment of dividend-

DIRECTORS IN THE COMPANY

The Company has following director in the company:

1. Sanjay Salunkhe

2. Rajendra Salunkhe

3. Balkrishnn Salunkhe

At the forthcoming Annual General Meeting, Mr. Balkrishna Salunkhe retires by rotation and being eligible, has offered himself for re-appointment.

MATERIAL CHANGES DURING THE FINANCIAL YEAH

1. CHANCE OF NAME;

The name of the company has been changed from "Thyrocare Laboratories Limited" to "Eins Edutech Limited" with effect from 1st March, 2012.

II. APPROVAL OF POSTAL BALLOT:

Postal ballot was done for seeking approval of shareholders for the aforesaid change of name, alteration in objects clause of the Memorandum of Association of the Company and alteration in the Objects incidental or ancillary to the attainment of Main objects clause of the Memorandum of Association of the Company and for confirmation of shareholders for the appointment of Mr. Sanjay Salunkhe as Managing Director w.e.f 15th January, 2011, as required under Schedule XIII of the Companies Act, 1956.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from the members of the public as defined in section 58A of the Company's Act 1956.

EMPLOYEES

There are no employees drawing remuneration in excess of limits specified u/s 217 (2 A) of the Companies Act, 1956.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) OF RULES, 1988

The provisions relating to relating to energy conversation and technology absorption are not applicable to the Company. The Company has not spent any expenditure on Research & development. There are no earnings or expenditure in foreign currency.

AUDITOR OF THE COMPANY

M/s. Banshi Jain & Associates. Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of this Annual General Meeting being eligible, offer themselves for reappointment.

COMPLIANCE CERTIFICATE

The Compliance Certificate required under section 383A of the Companies Act, 1956 is received for the year end 31st March, 2012.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your directors hereby confirm that:

1. in preparation of annual accounts applicable Accounting Standards had been followed with proper explanation relating to material departures.

2. 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 slate of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. 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.

4. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude towards the shareholders, the employees, the bankers and the Auditors for their continued co-operation.

For Eins Edutech Limited (formerly known as Thyrocare Laboratories Ltd.)

Sanjay Salunkhe Managing Director

Balkrishna Salunkhe Director

Dated: 14th August, 2012 Place: Mumbai


Mar 31, 2010

The directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2010.

Financial Results

The Company has during the year earned net profit of Rs. 3,67,949/ before tax (Previous year Rs. 2,37,971/).

Dividend

The Board of Directors have not recommended dividend in order to conserve the resources of the Company.

Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year under review.

Energy, Technology and Foreign Exchange

As the Company does not carry any manufacturing activities the information on conservation of energy, technology absorption required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 alongwith the relevant Annexure A & B is not applicable to the Company.

2009 2010 2008-2009

Foreign Exchange Earning (Export) Nil Nil

Foreign Exchange outgo Nil Nil

Directors

Mr. A. Sundararaju and Mr. G. S. Hegde, directors of the Company retire by rotation at the Twenty Seventh Annual General Meeting of the Company and being eligible offer themselves for re appointment.

Particulars of Employees

During the year there were no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)

Rules, 1975 as amended uptodate.

Corporate Governance

The paidup Capital of the company is less than Rupees three crores hence the provisions of corporate governance is not applicable to the company during the year.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act 1956 , your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b) 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 the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the acts for safeguarding the assets of the company and for preventing and detecting the fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the acts for safeguarding the assets of the company and for preventing and detecting the fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

Compliance Certificate

A Compliance Certificate as required under the provisions of Sections 383A(1) of the Companies Act, 1956 from a secretary in whole time practice is attached to this report . There are no reservations, qualifications or adverse remarks in the Compliance Certificate

Auditors Report

As indicated in point (vii) of the Annexure to the Auditors Report attached herewith, the Board hereby states that the volume of the transactions of the Company do not warrant appointment of separate Internal Auditor, the internal control system of the company is adequate to efficiently manage the transactions.

Auditors

The Auditors of the Company Messers S. D. Khanolkar & Company, Chartered Accountants, Mumbai retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for appointment under Section 224 (IB) of the Companies Act, 1956.

Acknowledgment

Your directors take this opportunity to place on record their deep sense of gratitude to the bank and business associates of the Company for their continued cooperation and support.

For & on Behalf of the Board



A. Sundararaju

Chairman Place : Mumbai

Date : 1st September, 2010.


Mar 31, 2009

The directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2009.

Financial Results

The Company has during the year earned net profit of Rs. 2,37,971/- before tax (Previous year Rs. 9,03,551/-).

Dividend

The Board of Directors have not recommended dividend in order to conserve the resources of the Company.

Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year under review.

Energy, Technology and Foreign Exchange

As the Company does not carry any manufacturing activities the information on conservation of energy, technology absorption required to be given pursuant to Section 217{1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 alongwith the relevant Annexure A & B is not applicable to the Company.

2008- 2009 2007-2008

Foreign Exchange Earning (Export) Nil Nil

Foreign Exchange outgo Nil Nil

Directors

Mr. A. Sundararaju and Mr. G. S. Hegde, directors of the Company retire by rotation at the Twenty Sixth Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

Particulars of Employees

During the year there were no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

Corporate Governance

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys Auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed thereto.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act 1956 , your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to materia) departures;

b) 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 the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the acts for safeguarding the assets of the company and for preventing and detecting the fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

Compliance Certificate

A Compliance Certificate as required under the provisions of Sections 383A(1) of the Companies Act, 1956 from a secretary in whole time practice is attached to this reports. There are no reservations, qualifications or adverse remarks in the Compliance Certificate

Auditors Report

As indicated in point (vii) of the Annexure to the Auditors Report attached herewith, the Board hereby states that the volume of the transactions of the Company do not warrant appointment of separate Internal Auditor, the internal control system of the company is adequate to efficiently manage the transactions.

Auditors

The Auditors of the Company Messers S. D. Khanolkar & Company, Chartered Accountants, Mumbai retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for appointment under Section 224 (1B) of the Companies Act, 1956.

Acknowledgment

Your directors take this opportunity to place on record their deep sense of gratitude to the bank and business associates of the Company for their continued co-operation and support.

For & on Behalf of the Board

A. Sundararaju

Chairman Place: Mumbai

Date : 1st September, 2009.



 
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