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