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Directors Report of Arnav Corporation Ltd.

Mar 31, 2015

The Directors are pleased to present the Twentieth Eight Annual Report on the business and operations of the Company and statement of accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

During the year the performance of the Company is as under:

Particulars Current Year Previous Year 31-03-2015 31-03-2014 (Rs.) (Rs.)

Revenue from Operations 104,500,100 32,645,049

Other Income - -

Total Income 104,500,100 32,645,049

Less: Total Expenses 104,223,207 (32,696,241)

Profit/ Loss Before Taxation 276,893 (51,192)

Less: Provision for Tax 58,584 -

Deferred Tax 85,561 (15,819)

Profit After Taxation 132,748 (35,373)

2. OPERATION AND BUSINESS PERFORMANCE:

Your Company has had a phenomenal year with both top line and bottom line soaring to new levels. Your company registered revenue of Rs. 104,500,100/- which was three times higher than the last years revenue which stood at Rs. 32,645,049/-. Further, the company recorded net after tax profit of Rs. 132, 748/- against a loss of Rs. 35,373/- in the previous year. Your company shall endeavour to improve the margins and increase the revenues in the current year.

3. DIVIDEND:

In light of the encouraging performance and bright future prospects, the Board has decided to preserve the resources for any business requirements. Hence, the Board has not recommended dividend.

4. TRANSFER TO RESERVE:

Your Company has not transferred any amount to Reserves in the year under review.

5. SHARE CAPITAL STRUCTURE:

The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 894,209,580/- consisting of 89,420,958 Equity Shares of Rs. 10/- each fully paid up.

Details of issue of shares in the current financial year are as under:

Sr. No. Date of issue Particulars No. of Shares Issue Price

1 April 01, 2014 Opening balance 45162100 N.A

2. October 21, 2014 Bonus issue (49:50) 44258858 N.A

3. March 31, 2015 Closing Balance 89420958 N.A

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2015, none of the Directors of the Company hold instrument convertible into equity shares of the Company.

6. DEPOSIT:

During the year under the review the Company has neither invited nor accepted deposit from the public.

7. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Sub- Section (3) of Section 92 of the Companies Act, 2013, is includes in this Report as Annexure-A and forms an integral part of this Report.

8. DIRECTORS:

a. RETIREMENT BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Jayesh Shah, Executive Director would retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

b. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dhiren Negandhi has been the Managing Director of the Company since 14th December, 2012 and pursuant to the terms of his appointment his tenure as Managing Director will end on 13th December, 2015. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, proposes to re-appoint Mr. Dhiren Negandhi as Managing Director of the Company for a period of five years effective from 14th December, 2015 to 13th December, 2020.

Further, Board of Directors of the Company has proposed to appoint Mr. Gopal Vyas and Mr. Nitin Shanichara as Independent Directors of the Company for a period of five years.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013, confirming that they meet criteria of independence under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. 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 and collectively. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

11. NUMBER OF MEETINGS OF THE BOARD

Board meets regularly to make and review policies, board's role, functions and responsibility. There were six meetings of the Board of Directors held during the year Financial Year 2014- 2015 and details description for the meeting of the committee and others meeting is given in the Corporate Governance Report form part of this Annual Report.

12. NOMINATION AND REMUNERATION POLICY

Pursuant to the Provision of the Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is forms part of this report as Annexure-B. The details of this policy cum terms of reference and committee are explained in the Corporate Governance Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

A. in preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures, if any;

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 as at 31st March, 2015 and the profit of the Company for the year ended on that date;

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

D. the Directors had prepared the accounts for the financial year ended 31st March, 2015 on "going concern" basis;

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 ; and

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.

14. AUDITORS AND AUDIT REPORTS

a. Statutory Audit

M/s. Shiv Pawan & Co, Chartered Accountants, Chartered Accountants, Statutory Auditors of the Company, having Firm Registration No: 120121W, have expressed their inability to continue as the statutory auditors of the company due to other commitments.

The Board, in consultation with the audit committee, proposes to appoint M/s Verma Mehta and Associates, (Firm Registration No.: 112118W) as the statutory auditors of the Company for a period of five years from the conclusion of this AGM till the conclusion of thirty third AGM, subject to the ratification of their appointment by members in every AGM.

b. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors has appointed M/s. Mayank Arora & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report as issued by the Secretarial Auditor of the Company as forms part of this report as Annexure-C.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiary and associate Company.

The Statement in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, related to the associate Companies and Joint Ventures, is annexed as "Annexure-D" to this report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Company has not made any Investments or given any Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013.Enclosed Annexure-E.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Generally related party transactions entered by the company are at arm's length price and in the ordinary course of business. All related party transactions are placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval.

Disclosures pursuant to Accounting Standards (AS 18) on related party transactions have been made in the notes to the Financial Statements and the policy on dealing with Related Party Transactions has been uploaded on the company's website.

Further, during the financial year, your Company has not entered into any material transaction with any of its related parties which may have potential conflict with the interest of the Company at large. Enclosed as "Annexure-F" to this report.

18. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes or transactions, between the end of the financial year of the Company to which the financial statements relate and the date of the report, that could affect the financial position of the Company.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated Whistle Blower Policy in conformity with clause 49 of the Listing Agreement executed with the stock exchange to provide a mechanism for any concerned person of the Company to approach the chairman of Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also to ensure that whistleblowers are protected from retribution, whether within or outside of the organization.

20. INTERNAL FINANCIAL CONTROL:

The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company also checks and verifies the internal financial control and monitors them.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Pursuant to section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, the following information is provided:

a. Conservation of Energy:

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy.

b. Technology Absorption:

The company is conscious of implementation of the latest technologies in key working areas. Technology is ever changing and employees of the company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

Your Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

There is no expenditure on Research and Development and no earnings or out go of foreign currency.

22. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impacts the going concern status of the Company and its future operations.

23. CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the regulators made the Corporate to take the part in society development by fixing the criteria in the provision of the statutory laws. Since your Company does not fit in the criteria as set under the Companies Act, 2013, it is not required to form a CSR policy, CSR Committee and spend on CSR activities.

However, the Board of Directors periodically review the applicability of the said regulations.

24. CORPORATE GOVERNANCE REPORT:

Your Company is committed to good Corporate Governance Practice and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor's Certificate dated August 30, 2015 in accordance with Clause 49 of the Listing Agreement and report on Corporate Governance is annexed to Report on Corporate Governance.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, is presented in a separate section forming part to the this Annual Report.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The company has not employed any person drawing remuneration in excess of limits prescribed under Rules 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has also put in place a Code of Conduct for Prevention of Insider Trading "code". The necessary Preventive actions, including Closure of Trading Window around the time of any price sensitive events or information, are taken. All Directors have given declaration affirming compliance with the said code for the year ended 31st March, 2015. The code has been uploaded on the Company's website.

28. HUMAN RESOURCES AND INDUSTRIAL RELATION:

Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply committed to the growth of the Company and the Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

29. FAMILIARIZATION PROGRAMME WITH INDEPENDENT DIRECTORS:

The Company organizes various programs and presentations for the Board of Directors in order to familiarize them with their roles, rights, responsibilities in the company, nature of industry in which it operates, business model of the company and related matters. Details of such program are available on the company's website.

30. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operations received from Banks, Authorities and Shareholders during the year under review.

Your Directors would also like to take this opportunities to express their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thanks its customers, dealers, agents and suppliers, investors for their continued supports and faith reposed in the Company.

For and on behalf of the Board of Directors

Sd/-

Dhiren Negandhi

Date: 5th September, 2015 Chairman & Managing Director

Place: Mumbai DIN: 03385812


Mar 31, 2014

Dear Members,

The Directors are pleased to present this Annual Report and the Audited Accounts of the Company for the Year ended 31st March 2014.

- Financial Results:

(Amountin Rs.)

Particulars 2013-2014 2012-2013

Revenue from Operations 3,26,45,049 2,82,31,500

Other Income - 1,82,450

Total Income 3,26,45,049 2,84,13,950

Less: Total Expenses (3,26,96,241) (2,70,56,403)

Profit/ (Loss) before Tax (51,192) 13,57,547

Less: Current Tax - 258,680

Deferred Tax Liability/(Assets) (15,819) (858,786)

Profit/ Loss after Tax (35,373) 19,57,653

- Operational Review:

For the financial year ended March 31, 2014, the Company has recorded strong revenue earnings for the year under review stood at Rs. 3,26,45,049/- as compared to Rs. 2,82,31,500 /- in the previous year, reflecting an increase of more than 15%. This growth in Earnings is to a large extent the result of the ability of the company to accept the challenges, improve the overall performance and capture the larger portion in the market

The Company faced a reduction in Profit before Tax due to increase in the overall expenses, incurred during the year in order to explore the market. Loss before Tax for the year stood at Rs. 51,192/-as compared to the profit of Rs. 13,57,547/- in the previous year. The loss after Tax for the year was Rs. 35,373/-as compared to the profit of Rs. 19,57,653/- in the previous year. The Company, on its part, has taken various initiatives to improve its operating efficiency and revenue earning potential.

- Equity infusion through Preferential Allotment:

During the financial year 2013-14, the Company had issued and allotted 4,00,00,000 Convertible equity warrants to various allottees under the non-promoter category. These warrants were subsequently converted into Equity shares of the Company in the Board meeting held on 10th December, 2013. Pursuant to the issue the company raised an aggregate sum of Rs. 84,00,00,000/- .

- Dividend:

Considering the years financial performance, the Directors of your Company decided not to recommend any dividend.

- Directors:

Liable to retire by rotation:

In accordance with the applicable provisions of the Companies Act and the Articles of Association of the Company, Mr. Jayesh Shah, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible he has offered himself for re-appointment Your directors recommend his appointment as an Executive Director of the Company.

Fresh Appointment:

In accordance with the applicable provisions of Section 149, Section 152 and Section 160 of the Companies Act, 2013 and the rules made there under, a notice proposing the candidature of Ms. Kajal Soni for the office of directorship of the Company has been received by the Company.

Considering her caliber and experience in the fields associated with the Companys business, the Board recommends the appointment of Ms. Kajal Soni as an Executive Director of the Company liable to retire by rotation.

A resolution to this effect has been put up in the notice calling the ensuing Annual General Meeting of the Company.

Independent Directors:

Mr. Pradeep B Parmar, Mr. Rajnish Kumar and Mr. Chandrakant R Shinde, have been holding the position of Independent Directors of the Company, liable to retire by rotation.

However, as per Companies Act, 2013, an independent director shall hold office for a fixed term up to five consecutive years on the Board of a company and shall be eligible for reappointment for another term of upto five consecutive years.

In due compliance with the provisions of Section 149, Section 150 and Section 152 of the Companies Act, 2013, it is proposed to appoint Mr. Pradeep B. Parmar, Mr. Chandrakant R. Shinde and Mr. Rajnish Kumar as Independent Directors on the Board of the Company, who shall hold the office for a term of five consecutive years from the conclusion of the ensuing Annual General Meeting.

The appropriate resolutions for appointment of such Directors are placed for the approval of members.

- Appointment of Auditors:

M/s. S. H. Garg and Associates, Chartered Accountants (Firm Reg. No.- 103088W), are the

Statutory Auditors of the Company, who shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s. S. H. Garg and Associates, Chartered Accountants (Firm Reg. No. 103088W), as the Auditors of the Company for a period of three years commencing from the conclusion of ensuing Annual General Meeting up to the conclusion of the Annual General Meeting for the financial year 2016-17, subject to ratification of the

members at every annual general meeting, at a remuneration determined by the Board of Directors.

The Company has received a letter from M/s. S. H. Garg and Associates to the effect that their appointment, if made, would be in accordance with Section 139 of the Companies Act, 2013 and that, they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

- Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on representations received from the Operating Management, confirm that:

- in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

- they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the profit of the Company for the year ended on that date;

- they have taken proper and sufficient care, to the best of their knowledge and ability, 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

- they have prepared the annual accounts of the Company on a going concern basis.

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

In view of the nature of the activities which are being carried on by the Company, Rules 2 A & 2B of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

During the year under review, neither the Company had any Foreign Exchange Earnings nor did it spend any foreign exchange on any account.

- Deposits:

The Company has not accepted any Deposits, during the year under review.

- Listing:

The Companys Equity shares are listed on the Bombay Stock Exchange Limited (BSE).

- Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report

- Corporate Governance:

Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company.

A separate section on Corporate Governance forming part of the Annual Report and a certificate from the Statutory Auditor confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report

- Corporate Social Responsibility:

Corporate Social Responsibility (CSR) is the responsibility of an organization for the impacts of its decisions and activities on society, the environment and its own prosperity. For any organization, CSR begins by being aware of the impact of its business on society.

Further, your Company also reaffirms its commitment to contribute towards a clean sustainable environment and continually enhancing its environmental performance as an integral part of its business philosophy and values.

- Employees:

The Company recognizes the importance of human capital and enrichment of professional and technical skills which is an ongoing process within the organization.

During the year under review there were no employees drawing a salary exceeding the limits specified under Section 217 (2A) of the Companies Act, 1956.

- Human Resource Development:

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to achieve excellence through investing in people and technology simultaneously and thus it continues to work for the development and realization of best potential of its people. To promote motivational climate and achieve growth, your Company has continued to undertake efforts for optimal utilization of manpower with focus on improvement in their productivity.

- Acknowledgements and Appreciation:

Your Directors wish to place on record their gratitude for the continued support and patronage rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to their continued support in future.

By Order of the Board Sd/- Dhiren Negandhi Place: Mumbai Managing Director Date: 4th September, 2014. DIN:- 03385812


Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting before you the Annual Report of the Company together with Audited statements for the year ended 31st March

FINANCIAL RESULTS:

31.03.2011 31.03.2012 Rupees Rupees.

Total Income 128020013 25487300

Total Expenditure 130985342 27136139

Profit (loss) for the year before Tax (2965329) (1648839)

Provision for taxation including deferred tax (254002) -

Profit (loss) for the year after Tax (2711327) (1882547 )



DIVIDEND:

In view of losses the Board has not recommended any Dividend for the year ended 31st March 2012.

PARTICULARS OF EMPLOYEES:

The particulars of employees required to be given pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 are not annexed to this report since there are no employee drawing the remuneration beyond the prescribed limit.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

Considering the nature of activities Company is not consuming any major power so there is no need to give the particulars about conservation of energy.

There is no foreign technology involved.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the period ended March 31, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed section on Management Discussion and Analysis (MDA), pursuant to clause 49 of the listing agreement forms an integral part of this Annual Report.

CORPORATE GOVERNANCE:

Our Directors reaffirm their continued commitments to good corporate governance practices and our company adheres to all major stipulation in this regards as provided I clause 49 of the listing agreement which relate to Corporate governance . A detailed report on the corporate governance, together with, a certificate from statutory auditors forms part of this report.

INTERNAL CONTROL SYSTEM:

The company has proper and adequate system of internal control system commensurate with the size and nature of its business to ensure protection of asset, proper financial & operating functions and compliance with the policies, procedures, applicable Acts and Rules. Company's internal controls are supplemented by sound internal audit practices. The Audit committee at their meeting regularly reviews the financial, operating, internal audit & compliances reports to improve performance. Further, the company has an independent internal audit system. The Process of internal audit involves, reviewing of existing controls and system. Internal audit also recommends actions for strengthening of the business processes. The internal audit ensure to operating guidelines, regulatory and legal requirement.

RISK MANAGEMET SYSTEM:

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risk. A system has been formulated based on the Balanced score card with various appropriate measure and accountabilities to identify , assess , priorities and mitigates the risk reports generated from the system are monitored regularly to ensure the appropriate corrective actions are taken .

The company manages business risks through strict compliance and internal checks. It will not be out of context to state that the system has worked very effectively during the year under review

DIRECTORS:

Mr. Rajnish Kumar Sahay who retires by rotation at this meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant of Section 217(2AA) of the Companies Act, 1956 as inserted vide the Companies Amendment Act, 2000, your Directors confirm that:

i. In preparation of Annual Accounts the applicable accounting standards have been followed.

ii. 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 true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the company for the year ending March 31,2012.

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

iv. The Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/S S. H. GARG & ASSOCIATES., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of ensuing annual general Meeting and are recommended for re-appointment, Certificate from the Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under section 224(IB) of the Companies Act 1956

AUDITORS REPORT :

The Auditors reports to the shareholders for the year ended March 31, 2012 does not contain any qualification and does not call for any explanations/ Comments.

AUDIT COMMITTEE:

The company has appointed audit committee as required u/s 292A of the companies Act read with clause 49 of the listing agreement, comprising Mr. D.J Chaturvedi & other directors, Audit Committee meeting were held on in accordance with statutory requirements.

HUMAN RESOURCES:

Our company believes that the quality of employees is the key to its success in the long run and is committed to provide necessary human development and training opportunities to equip them with required skills. Our company constantly strives to provide the employees with the required training to hone their skills.

ACKNOWLEDGEMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and Customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic efforts displayed by them during the year.

FOR AND BEHALF OF THE BOARD OF DIRECTORS

SD-

Place:Mumbai CHAIRMAN

Dated: 4th Sept. 2012


Mar 31, 2010

The directors have pleasure in presenting before you the annual report of the Company together with the Audited Statements for the year ended 31st March 2010.

FINANCIAL RESULTS

Particulars Amount -Rs Amount -Rs. 2009-2010 2008-09

Total Income 212543318 20556366

Total Expenditure 209044817 19991112

Profit/loss before tax 3498501 565254

Net Profit/Loss after tax 1769009 (10323820)

OPERATIONS

It has become very difficult to carry out manufacturing activities at Wada due to erratic power supply and lack of infrastructural facilities. Wada is a draught effected area and also the Govt has notified it as a backward area. The plant and machineries have also become obsolete. In view of these facts the Directors propose to dispose off these assets and shift the operation to some other area due to this the Company has stopped manufacturing activity and as all of us are aware that IT sector related to specially health and education has a very good scope in our country. Govt is also giving full support to these sectors it is therefore company intends to enter in the area of e-learning and publishing. There are other various projects under consideration to be undertaken by the Company

DIVIDEND

Board of Directors do not recommend any dividend for the year ended 31.03.2010

DIRECTORS

Mr. RatanLal Maradia and Sanjay Maradia have resigned from Directorship w.e.f 9th Dec.,2009 respectively. Mr Shailesh Chaturvedi has also resigned due to health reasons from the Board of directors.

Mr. Vishal Bhagve has consented to act as Independent Director, if appointed by members at the Annual General Meeting. Mr. Ronak Devendra Chheda has consented to act as director,if appointed by members at the Annual General meeting..

Mr. Pradeep Parmar has consented to act as director , if appointed by members at the annual General Meeting

AUDITORS

M/S S.H.Garg Chartered Accountant, Mumbai retires as an auditors of the Company, at the ensuing General Meeting and are eligible for reappointment and they have furnished the certificate for their eligibility as per section 224(1B) of the Companies Act, 1956.

AUDIT COMMITTEE

The company has appointed Audit Committee as required u/s 292A of the Companies Act read with clause 49 of the listing agreement, Comprising Mr. DJ.Chaturvedi & other directors, Audit Committee meetings were held in accordance with statutory requirements.

INDUSTRIAL RELATION

During the year under review the relation between employees and management were cordial.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

particulars as to (a) conservations of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and outgo as required by section 217(e) of the companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) rules 1988, are not applicable to the company for the year under review

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be furnished as per Sec 217(2A) of the Companies Act 1956.

CORPORATE GOVERNANCE & COMPLIANCE

A report on corporate governance is annexed to this report. A certificate from Statutory Auditors with regard to the compliance of Corporate Governance by the Company is annexed to this report.

The Company has fully complied with all mandatory requirement prescribed under clause 49 of the listing agreement. In addition, the Company has also implemented some of the non mandatory provisions of clause 49.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement u/s 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility Statement, it is hereby confirmed;

(a) That in the preparation of annual accounts for the year ended 31st March 2010 ,the applicable accounting standards have been followed and there no material departures;

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

(c) That the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, they confirm that there are adequate systems and controls for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the directors have prepared the accounts for the financial year ending 31st March 2010 on a going concern basis.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit under Section 58 A of the Companies Act 1956.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation of the Cooperation and assistance extended by the Bankers, Directors, Executives, Staff members of the Company.

By order of the Board

For Aynav Corporation Limited

Chairman

Piace:Mumbai Dated: 31 st July 2010

 
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