Mar 31, 2016
To,
The Members of Asya Infosoft Limited
The Directors have pleasure in presenting the 31st Board''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.
You being our valued partners in the Company for a long time, we share our vision of growth with you and our guiding principles are a blend of optimism which has been and will be the guiding force of all our future endeavors.
FINANCIAL HIGHLIGHTS (Rs. IN LACS)
Particulars |
Standalone |
consolidated |
|
2015-16 |
2014-2015 |
2015-16 |
|
Gross Income |
77.51 |
22.21 |
3260.76 |
Profit Before Interest and Depreciation |
50.71 |
10.92 |
298.00 |
Finance Charges |
''â |
- |
58.29 |
Gross Profit |
50.71 |
10.92 |
239.71 |
Provision for Depreciation |
3.99 |
0.011 |
63.03 |
Net Profit Before Tax |
46.72 |
10.91 |
176.69 |
Provision for Tax |
8.92 |
(-2.52) |
48.53 |
Net Profit After Tax (before deducting minority int.) |
37.49 |
11.33 |
128.15 |
Minority interest |
- |
- |
-42.72 |
Net profit after deducting minority interest |
- |
- |
85.43 |
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK
During the year, the Company has allotted 1,04,25,000 Equity Warrants to non -promoter group under the preferential issue as prescribed u/s 62 of the Companies Act , 2013 read with relevant Rules and in accordance with the SEBI (ICDR Regulations) as amended from time to at a minimum exercise price of Rs 22.75 (Rupees Twenty Two and Seventy Five Paise Only) (including a premium of Rs 12.75) per Equity Share or such other higher price as may be arrived at in accordance with the ICDR Regulations ("Issue Price").
As a part of the expansion program me & objective laid down in the Notice of preferential Issue, our company has acquired controlling interest in M/s. Ideal Systems Private Limited (ISPL) at 4th May, 2015 by way of subscribing 14,53,120 Equity shares of Rs. 10/- each issued at a premium of Rs. 125/- and consequently, ISPL would be treated as subsidiary company of the Asya Infosoft limited now onwards.
we highly believe that the year of 2016-17 will bring us back in the IT industry as a key player & thereby we assure our investors that they will definitely regain the lost confidence with a positive impact shortly with the pace of the sector''s growth.
CHANGE IN NATURE OF BUSINESS, IF ANY
Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.
DIVIDEND
In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account.
AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors proposed to carry nil amounts to General Reserve Account CHANGES IN SHARE CAPITAL, IF ANY
Authorized capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company. INFORMATION ABOUT SUBSIDIARY COMPANY
During the year , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitutes 52.88% of paid up equity share capital.
The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015. The said policy is available at the Company website at the link http://www.sayait.com/Investors/Policies/policy for determining material subsidairy.pdf The consolidated financial statements presented by the Company include the financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 is attached along with Financial statements as required under section 129 (3) of the Companies Act, 2013 . ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.
MATERIAL CHANGES AND COMMITMENTS
Nil
MEETING OF THE BOARD & AUDIT COMMITTEE
The Board during the financial year 2015-16 met 7 times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As per the Section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report. STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per Annexure-1.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees is furnished as per Annexure-2.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KMP
In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sandip R Shah ( DIN:-00912721) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.
The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:
1. Mr. Ketan N Shah- Managing Director and C.E.O.
2. Mr.Sandip R Shah- Non-executive Director & CFO (W.e.f -05-07-16)
3. Ms.Amisha R Gandhi- Company Secretary (w.e.f. 26.06.2015)
INDEPENDENT DIRECTORS AND DECLARATION
Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company.
Further, Mrs Dimple T pandya (DIN 07143532) has also been appointed as an Non-executive Independent women Directors of the Company for a term up to 5 as on 31/3/2015.
AUDITORS AND REPORT THEREON
M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmadabad retires at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 33rdAGM.
There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmadabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.
There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.
The Secretarial Audit Report for the financial year ended, 31st March, 2016 is annexed herewith in Annexure -3 for your kind perusal.
DEPOSITS
The company has not accepted any deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
Except the following investments made in the subsidiary Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
INSURANCE
All Inventories including Machinery is adequately insured.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion & Analysis forms part of this Annual Report & is annexed to the Board''s Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Investment has been made to materially significant related party by the Company which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. As there are no specific transactions as mentioned u/s 188 of the companies Act,2013 entered into with Subsidiary company, Form - AOC-2 is not required to attach herewith.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link http://www.sayait.com/Investors/Policies/ Policy%20on%20Related%20Party%20Transactions.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of energy
Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable..
B. Technology absorption
There is no research and development activity carried out by the Company.
C. Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Board is also periodically informed of the business risks and the actions taken to manage them. The Company is not required to formulate a policy for Risk management as such but Periodic assessments to identify the risk areas are carried out and management has briefed out on the risks in advance to enable the company to control risk through a properly defined plan with the following objectives:
- Provide an overview of the principles of risk management
- Explain approach adopted by the Company for risk management
- Define the organizational structure for effective risk management
- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.
- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.
CORPORATE GOVERNANCE
As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesn''t exceed Rs. 10 Crore.
The Company has decided to maintain and adhere to the Corporate Governance requirements set out by SEBI voluntarily. The Report on Corporate Governance along with requisite Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is annexed to this Report.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013 The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company''s website
To Refer Click on http://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2015-16.
INTERNAL CONTROL SYSTEM
The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial control is in place commensurate with the size of the Company EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.
EQUITY CAPITAL
1.) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
2.) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
3.) BONUS SHARES
No Bonus Shares were issued during the year under review.
4.) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
5.) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any equity shares with differential voting rights.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil
Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable
Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil
That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil
Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil
MATERIAL VARIATIONS
The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.
CODE OF CONDUCT
The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company''s operation in future.
ACKNOWLEDGEMENT
The Board places on record their appreciation of the support of all stakeholders.
Date : 14/08/2016 For and on behalf of the Board
Place : Ahmadabad
Registered office:
H.N. House C-4th Floor, Mr. Ketan Shah
(Nidhi Complex), Stadium 5 Roads, Chairman
Navrangpura, Ahmedabad - 380009 (DIN: 00913411),
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Board's Report of
your Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars 2014-2015 2013-14
Gross Income 22.21 20.85
Profit Before Interest and Depreciation 10.92 10.01
Finance Charges 0 0
Gross Profit 10.92 10.01
Depreciation 0.010 0
Net Profit Before Tax 10.91 10.01
Tax Expenses -0.418 1.91
Net Profit After Tax 11.32 8.10
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :
As a part of the expansion programme, our company is proposing to
acquire controlling interest in M/s. Ideal Systems Private Limited and
consequently Authorised capital of the company has been increased to
Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000
(One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each
by creation of additional Equity Share Capital of Rs. 7,00,00,000/
(Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only)
Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with
the existing Equity Shares of the Company.
The very objective of the proposed preferential allotment of Equity
Warrants is to utilize proceeds to acquire and/or takeover Ideal
Systems Pvt. Ltd., and/or other Body Corporates engaged in same line of
activities and to augment shot term as well as long term resources of
the company and for general corporate purposes.
CHANGE IN NATURE OF BUSINESS, IF ANY :
Your Company continues to operate in same business segment as that of
previous year and there is no change in the nature of the business.
DIVIDEND :
In order to conserve the resources of the Company, the Board of
directors has not recommended any dividend for current year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there is no amount lying in unpaid dividend account.
AMOUNTS TRANSFERRED TO RESERVES :
The Board of Directors proposed to carry nil amounts to General Reserve
Account
CHANGES IN SHARE CAPITAL, IF ANY :
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY :
After the closure of financial year ended on 31st march ,2015 , Company
has acquired 1453120 equity shares of Rs. 10/each at a premium of
Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes
61.58 % of issued and subscribed capital& company has paid Rs. 7 towards
the face value of the shares which constitues 52.88% of paid up equity
share capital.
ISPL is engaged in the same line of activities and acquisition is made
with a sole object of augmenting short term as well as long term
resources of the Company for general corporate purposes.
MATERIAL CHANGES AND COMMITMENTS :
Consequent to the EGM held on 25th March 2015, the company allotted
10425000 equity warrants to the non promoter group on 1st may, 2015 &
subsequently the consent of the Board of Directors of the Company is
hereby accorded to allot 16,70,000 equity shares of Rs.10/ - each at a
premium of Rs.12.75/- per share on June 26th , 2015, upon conversion of
16,70,000 equity Warrants into Equity Shares. Apart from that no
material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which this financial statement relate and on the date of this report.
MEETINGS OF THE BOARD OF DIRECTORS :
During the Financial Year 2014-15, the Company held 12 (twelve) Board
meetings of the Board of Directors as per Section 173 of Companies Act,
2013 which is summarized below. The provisions of Companies Act, 2013
and listing agreement were adhered to while considering the time gap
between two meetings.
SN. Date of Meeting Board Strength No. of Directors
Present
1 23/05/2014 5 2
2 13/08/2014 5 2
3 25/09/2014 5 2
4 14/10/2014 5 2
5 25/10/2014 5 2
6. 02/12/2014 5 2
7. 18/12/2014 5 2
8. 27/12/2014 5 2
9. 13/02/2015 5 2
10. 27/02/2015 5 2
11 12/03/2015 5 2
12. 31/03/2015 6 3
AUDIT COMMITTEE :
The role of the Audit Committee is in accordance with the Section 177
of the Companies Act, 2013 which shall include the following:
1) Oversight of the company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
2) The recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
3) Approval of payment to statutory auditors for any other services
rendered by them.
4) Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular reference
to :
a) Matters required to be included in the Director's Responsibility
Statement to be included in the Board's report in terms of clause (C)
of sub-section 3 of section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons
for the same
c) Major accounting entries involving estimates based on the exercise
of judgment by management
d) Compliance with listing and other legal requirements relating to
financial statements
e) Disclosure of any related party transactions
5) Reviewing, with the management, the quarterly financial statements
before submission to the board for approval
6) Review and monitor the auditor's independence and performance and
effectiveness of audit process.
7) Evaluation of internal financial controls and risk management
systems.
8) Reviewing the adequacy of internal audit function and frequency of
internal audit.
9) Discussion with internal auditors any significant findings and
follow up there on
10) To oversee the vigil mechanism and review the functioning of the
whistle blower policy
11) Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee
The company's Audit Committee comprised of three non executive
directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition and participation of the
member at the meeting of audit committee.
Name of director Designation No of meetings attended
Shri Maheshbhai B Modi Chairman 4
Shri Ashokkumar R Patel Member 4
Shri Sandip Shah Member 4
NOMINATION AND REMUNERATION COMMITTEE :
As per the section 178 (1) of the Companies Act, 2013 the Company has
constituted Nomination And Remuneration Committee, details of which are
given in Corporate Governance report which forms part of annual report.
RATIO OF REMUNERATION TO EACH DIRECTOR :
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is nil.
STAKEHOLDER RELATIONSHIP COMMITTEE :
The terms of reference of the Committee include reviewing and
redressing complaints from shareholders such as non-receipt of annual
report, transfer of shares, issue of duplicate share certificates,
etc.; to oversee and review all matters connected with transfers,
transmissions, dematerialization, rematerialization, splitting and
consolidation of securities; to oversee the performance of the
Registrar and Transfer Agent and recommends measures for overall
improvement in the quality of investor services; and to perform any
other function, duty as stipulated by the Companies Act, Securities &
Exchange Board of India, Stock Exchanges and any other regulatory
authority or under any applicable laws, as amended from time to time.
Committee met four times during FY 2014-15 i.e. 23/05/2014, 13/08/2014,
14/10/2014 and 13/02/2015 .The Composition of the Stakeholders
Relationship Committee and details of Members participation at the
Meetings of the Committee are as under :
Name Position No of meetings attended
Shri Maheshbhai Patel Chairman, NED 4
Shri Ashokkumar R Patel Member 4
Shri Sandip Shah Member 4
In addition, Details of Shareholders' Complaints received during the
year are as follows :
Particulars No. of Complaints
Investor complaints pending as at April 1, 2014 0
Investor complaints received during the year
ended on March 31, 2015 0
Investor complaints resolved during the year ended
March 31, 2015 0
Investor complaints pending as on March 31, 2015 0
Share transfer committee :
The Stakeholder relationship committee has delegated power of approving
transfer of securities to Shri Ketan Shah and Shri Sandip Shah. The
Committee, inter alia, reviews and approves the transfer/ transmission/
D-mat of equity shares as submitted by Bigshare Services Pvt.Ltd., the
Registrar & Transfer Agent of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern
basis; and
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS AND KMP :
In accordance with the Articles of Association of the Company and
pursuant to the provisions of Section 152 of the Companies Act, 2013,
Shri Ketan N.Shah (DIN-: 00913411) would retire by rotation at the
ensuing AGM and being eligible, offers himself for reappointment.
During the current financial year the following changes have occurred
in the constitution of directors of the company:
SN. Name Designation Date of appointment
1 Mrs Dimple Pandya Additional director 31/03/2015
Mrs Dimple Pandya holds the position till this AGM. The Board has
issued the notice for her reappointment and recommends her resolution
for the approval of the shareholders at AGM.
INDEPENDENT DIRECTORS AND DECLARATION :
Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P
Shah have been appointed as the independent director of the company as
per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term
of 5 (Five) consecutive years on the Board of the Company. It is also
proposed to appoint Mrs Dimple T pandya (DIN 07143532) as an
Independent Directors of the Company for a term up to 5 years, at the
forthcoming Annual General Meeting.
The Board of Directors of the Company hereby confirms that the
Independent director duly appointed by the Company has given the
declaration and she met the criteria of independence as provided under
section 149(6) of the Companies Act, 2013.
AUDITORS AND REPORT THEREON :
M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad retire at
the ensuing Annual General Meeting and, being eligible; offer
themselves for reappointment for a period of two years from the
conclusion of this Annual General Meeting [AGM] till the conclusion of
32nd AGM.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
SECRETARIAL AUDIT REPORT :
The Company has appointed M/s. Pinakin Shah & Co., Practicing Company
Secretary, Ahmedabad as Secretarial Auditor to conduct audit under
section 204 of the Companies Act, 2013.
There are qualifications or adverse remarks in the Secretarial Audit
Report which require clarification/ explanation.
SN. Remarks Explanation
1 violations of sub section (7) of The company has not charged
section 186 of the Companies Act, any interest as the projects
2013 are under execution.
2 violations of section 203 of the The size of the company does
companies Act, 2013 Appointment of not offer professional any
Company secretary & Chief financial carrier goal therefore the
officer company could not recruit
company secretary.
The Secretarial Audit Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal.
DEPOSITS :
The company has not accepted any deposits during the year
LOANS, GUARANTEES AND INVESTMENTS :
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable
RELATED PARTY TRANSACTIONS :
The Company has entered into any Related Parties Transactions as
defined under Section 188 of the Companies Act, 2013 with related
parties as defined under Section 2 (76) of the said Act. Annexure 1 AOC
2 has been enclosed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO :
A. Conservation of energy :
a) The Company has not made any investment for (energy conservation)
and taken any specific measures to reduce energy cost per unit.
However, it intends to conserve energy for future generation.
B. Technology absorption :
There is no research and development activity carried out by the
Company.
C. Foreign exchange earnings and Outgo :
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT :
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
* Provide an overview of the principles of risk management
* Explain approach adopted by the Company for risk management
* Define the organizational structure for effective risk management
* Develop a "risk" culture that encourages all employees to identify
risks and associated opportunities and to respond to them with
effective actions.
* Identify access and manage existing and new risks in a planned and
coordinated manner with minimum disruption and cost, to protect and
preserve Company's human, physical and financial assets.
CORPORATE SOCIAL RESPONSIBILITY :
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 so there is no requirement to constitute Corporate
Social Responsibility Committee.
ANNUAL EVALUATION :
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committees.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board.
VIGIL MECHANISM :
As per Section 177(9) and (10) of the Companies Act, 2013, the company
has established Vigil Mechanism for directors and employees to report
genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present
policy for establishing the vigil mechanism/ Whistle Blower Policy to
safeguard the interest of its stakeholders, Directors and employees, to
freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the
Company.
INTERNAL CONTROL SYSTEM :
The Company has in place, adequate systems of Internal Control to
ensure compliance with policies and procedures. It is being constantly
assessed and strengthened with new / revised standard operating
procedures and tighter Information Technology controls. Internal audits
of the Company are regularly carried out to review the Internal Control
Systems.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :
Internal financial control is in place commensurate with the size of
the Company.
EXTRACT OF ANNUAL RETURN :
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2
herewith for your kind perusal and information.
SHARES:
BUY BACK OF SECURITIES :
The Company has not bought back any of its securities during the year
under review.
SWEAT EQUITY :
The Company has not issued any Sweat Equity Shares during the year
under review.
BONUS SHARES :
No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN :
The Company has not provided any Stock Option Scheme to the employees.
SHARES IN SUSPENSE ACCOUNT :
i. Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year: Nil
ii. Number of shareholders who approached issuer for transfer of
shares from suspense account during the year: Not Applicable
iii. Number of shareholders to whom shares were transferred from
suspense account during the year: Not Applicable
iv. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year: Nil
v. That the voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares: Not Applicable SHARES
IN UNCLAIMED SUSPENSE ACCOUNT :
i. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the beginning of the year Nil
ii. Number of shareholders who approached the issuer for transfer of
shares from the Unclaimed Suspense Account during the year: Not
Applicable
iii. Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year: Not Applicable
iv. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the end of the year: Nil MATERIAL
VARIATIONS :
The company made public issue in the year 1985 hence variations between
the projections & actual performance are not relevant as on date.
CODE OF CONDUCT :
The Code of Conduct for all Board members and Senior Management of the
Company have been laid down and are being complied with in words and
spirit.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS :
No orders were passed by the regulators or courts or Tribunals
impacting the going concern status and company's operation in future.
ACKNOWLEDGEMENT :
The Board places on record their appreciation of the support of all
stakeholders.
Date : 14/08/2015 For and on behalf of the Board
Place : Ahmedabad
Mr. Ketan Shah
Chairman
Registered office : (DIN: 00913411)
H.N. House C-4th Floor,
(Nidhi Complex), Stadium 5 Roads,
Navrangpura, Ahmedabad - 380009.
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 29th (Twenty Ninth) Annual
Report and the Audited Accounts for the financial year ended March 31,
2014.
SUMMARY OF THE FINANCIAL RESULTS:
[Rs. In lacs]
2013-2014 2012-2013
Gross Income 20.85 19.54
Depreciation 0.00 0.00
Profit/Loss after Depreciation 10.01 7.17
Tax- Current 1.91 1.37
Deferred 3.63 3.63
Profit/loss after tax 8.10 5.80
PERFORMANCE:
Net Revenue from Operations for the year ended March 31, 2014 was at
Rs. 20.85 Lacs
Profit before tax for the year was at Rs 10.01 Lacs representing an
increase of 39.61% per cent over the previous year.
APPROPRIATIONS:
DIVIDEND:
The Board does not recommend any dividend for the financial year
2013-14.
TRANSFER TO RESERVES:
According to Companies (Transfer of Profits to Reserves) Rules, 1975,
your Company is not mandatorily required to transfer certain minimum
percentage of profits to general reserve and hence the Board has
recommended a transfer of Rs. Nil to the general reserve and an amount
of Rs. 8.10 Lacs has retained in the profit and loss account.
LISTING OF SHARES:
The Company''s share continues to remain listed with the Bombay Stock
Exchange
CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the
Listing Agreement. The Company is in compliance with the provisions on
corporate governance specified in the Listing Agreement with the Bombay
Stock Exchange Limited.
A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a
practicing Company Secretary and the report on Corporate Governance
form part of this Directors'' Report.
DIRECTORS:
Shri Sandip R. Shah (DIN-00912721) retires at the 29th the Annual
General Meeting and has offered himself for re-appointment.
It is also proposed to appoint Shri Maheshbhai Modi (DIN 00031523),
Shri Chintubhai P. Shah (DIN 00041880) and Shri Ashok kumar R. Patel
(DIN 02993352), as Independent Directors of the Company for a term up
to 5 years, at the forthcoming Annual General Meeting. Necessary
Resolutions for the appointment of the aforesaid Directors have been
included in the Notice convening the ensuing Annual General Meeting and
details of the proposal for appointment are mentioned in the
explanatory statement to the Notice.
STATUTORY DISCLOSURES:
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report on Board of Directors) Rules 1988:
Part A and B pertaining to conservation of energy and technology
absorption are not applicable to the Company. However the Company
endeavored to conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the
year under review
PERSONNEL:
The Industrial Relations scenario continued to be cordial. The Company
regards its employees as a great asset and accords high priority to
training and development of employees.
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, and
Companies (Particulars of Employees) Amendment Rules, 2011 is Nil.
CODE OF CONDUCT:
The code of conduct for all Board members and senior management of the
Company has been laid down and is being complied in words and spirit.
The declaration on compliance of code of conduct signed by CEO of the
Company is included as a part of this annual report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) Appropriate accounting policies have been selected and applied
consistently and have 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 March 31, 2014 and of the profit of the Company
for the year ended March 31, 2014;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
CASH FLOW:
A Cash Flow statement for the year ended 31st March, 2014 is attached
to the Balance Sheet.
AUDITORS:
M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad,
[Membership No: 046553] were appointed as the statutory auditors of the
Company for financial year 2013-14 at the Annual General Meeting (AGM)
of the Company held on 30/09/2014. M/s Jeevan Jagetiya & Co., Chartered
Accountants, Ahmedabad [Membership No. 046553] have been the Auditors
of the Company since 2008 and have completed a term of 6 years. As per
the provisions of section 139 of the Act, no listed company can appoint
or re-appoint an audit firm as auditor for more than two terms of five
consecutive years and has also provided a period of three years from
the date of commencement of the Act to comply with this requirement.
In view of the above, M/s Jeevan Jagetiya & Co., Chartered Accountants,
Ahmedabad [Membership No: 046553], being eligible for re- appointment,
offer themselves for re-appointment and based on the recommendation of
the Audit Committee, the Board of Directors proposes their
reappointment as the statutory auditors of the Company. However they
will eligible for reappointment for a maximum period of four years to
hold office from the conclusion of this Annual General Meeting.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits from public.
INSURANCE :
The Company''s assets are adequately insured against major risks
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis has been reviewed by the Audit
Committee and the same forms a part of the Annual Report.
ACKNOWLEDGEMENT:
The Board appreciates and places on record the contribution made by
employees to the sustained satisfactory business performance during the
period under review. The Board also places on record their appreciation
of the support of all stakeholders particularly shareholders,
customers, suppliers, and business partners, all of whom have
contributed to the Company''s success.
Place : Ahmedabad For and on behalf of the Board
Date : 13/08/2014
Registered Office:
H. N. House, 4th floor, Nidhi Complex, Ketan Shah
Navrangpura, Ahmedabad- 380009 Managing Director
Mar 31, 2013
To, The Members of ASYA Infrastructure and Tourism Corporation Limited
The Directors present herewith 28th Annual Report together with the
Audited Statements of Accounts for the period ended 31st March, 2013.
FINANCIAL RESULTS : [Rs. In lacs]
2012-2013 2011-2012
Gross Income 9.54 28.84
Profit/[Loss] before Depreciation &
Tax 7.17 [24.61]
Depreciation 0 0.57
Profit/[Loss] after Depreciation 7.17 [25.19]
Extraordinary Item 0 [64.37]
Tax- Current 37 0
Deferred 0 0.19
Profit/[loss] after tax 5.80 [89.37]
OPERATIONS :
The Company has earned Rs 5.99 lacs as a service income and Rs 13.55
lacs as other operating income. The profit of the Company is Rs. 5.80
lacs against loss of Rs 89.37 lacs in the previous year.
APPROPRIATIONS :
DIVIDEND :
The Board does not recommended any dividend for current year
TRANSFER TO RESERVES :
According to Companies (Transfer of Profits to Reserves) Rules, 1975,
your Company is not mandatorily required to transfer certain minimum
percentage of profits to general reserve and hence the Board has
recommended a transfer of Rs. Nil to the general reserve and an amount
of Rs. 5.80 lacs has retained in the profit and loss account.
LISTING OF SHARES :
The Company''s share continues to remain listed with the Bombay Stock
Exchange.
CORPORATE GOVERNANCE :
Pursuant to clause 49 of the listing agreement, a report on corporate
governance along with auditors'' certificate of its compliance is
included as part of the annual report.
DIRECTORS :
The clause 153 of Articles of Association of the Company provides that
at least two-thirds of our Directors shall be subject to retirement by
rotation. One third of these retiring Directors must retire from office
at each Annual General Meeting of the shareholders. A retiring Director
is eligible for re-election.
Shri Chintubhai P. Shah and Shri Mahesh B. Modi will retire by rotation
and being eligible, offer themselves for reappointment. The details of
their re-appointment together with nature of their expertise in
specific functional areas and names of the companies in which they hold
office as Director and/or the Chairman/Membership of Committees of the
Board, are provided in the Notice of the ensuing Annual General
Meeting.
STATUTORY DISCLOSURES :
Conservation Of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988:
Part A and B pertaining to conservation and technology absorption are
not applicable to the Company. However the Company endeavored to
conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the
year under review
PARTICULARS OF EMPLOYEES :
The information as required under Section 217(2A) of the Companies
Act.1956 read with Companies (particulars of employees'' amendment)
Rules, 1988 as amended from time to time is nil.
MANAGEMENT DISCUSSION & ANALYSIS :
Management Discussion and Analysis have been reviewed by the Audit
Committee and the same is forming a part of this Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT :
Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the
Board of Directors of the Company hereby State and confirm that:
- in preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- the Directors had selected such accounting policies and applied them
consistently 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 end of the financial
year and of the profit or loss of the company for that period;
- the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accor- dance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- The Directors had prepared the annual accounts on a going concern
basis.
CASH FLOW :
A Cash Flow statement for the year ended March 31, 2013 is attached to
the Balance Sheet.
AUDITORS AND AUDITORS'' REPORT :
The retiring Auditor M/s Jeevan Jagetiya & Co., Chartered Accountants,
Ahmedabad, has indicated their willingness to continue as auditor of
the Company. It is proposed to reappoint M/s Jeevan Jagetiya & Co.,
Chartered Accountants, Ahmedabad, as auditors of the Company till the
conclusion of the 29th Annual General Meeting. The Company has received
certificate from auditor to the effect that the reappointment if made,
would be within prescribed limit under Section 224 (1B) of the
Companies Act, 1956.
FIXED DEPOSITS :
The Company has not accepted any deposits from the public.
ACKNOWLEDGEMENTS :
The Board expresses their appreciation for continued co-operation and
support extended to the Company by bankers, employees & shareholders.
By Order of the Board of Directors
Date : 25/07/2013 Ketan Shah Sandip Shah
Regd. Office: Managing Director Director
H. N. House, 4th floor,
Nidhi Complex,
Navrangpura,
Ahmedabad - 380009.
Mar 31, 2011
The Directors present herewith 26th Annual Report together
with the Audited Statements of Accounts for the period ended 31st
March, 2011.
FINANCIAL RESULTS [Rs. In lacs]
2010-11 2009-10
Total income 56.89 34.33
Profit before tax (8.58) 03.24
Provision for tax 00 00.81
Profit after tax (8.58) 02.43
Net profit carried forward 0.13 8.89
OPERATIONAL REVIEW
Your company has earned an income of Rs.53.79 lacs from operations. It
has initiated steps to explore business opportunities in
tourism sector. The company is operating in one segment i.e.
Development of Tourism and infrastructure and therefore working of
the Company, reflects the performance of the said segment only.
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY STRUCTURE
Indian Tourism offers a potpourri of different cultures, traditions,
festivals, and places of interest. The company would not like to
comment much on industry structure due to lower level of operations.
OPPORTUNITIES
The factors for the growth will be:
1 Increase in the general income level of the populace
2 Rapid growth of the Indian economy
RISK & CONCERNS
1 Issues regarding security and harassment
2 Lack of passionate and trained professionals
Internal Control Systems & their Adequacy
The company has proper & adequate system of their internal controls
proportionate to its size and business. The internal control systems of
the company are designed to ensure that the financial and other records
are reliable for preparing financial statements and other data.
Cautionary Statement
The Management Discussion & Analysis Report may contain certain
statement that might be considered forward looking within the meaning
of applicable securities, laws and regulations. These statements are
subject to certain risks and uncertainties. Actual results may differ
materially from those expressed in the statements as important factors
could influence the Company's operations such as Government policies,
tax laws, political and economic development.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreement, a report on corporate
governance along with auditors' certificate of its compliance is
included as part of the annual report.
DIRECTORS
The clause 146 read with clause 170 of Articles of Association of the
Company provide that at least two-thirds of our Directors shall be
subject to retirement by rotation. One third of these retiring
Directors must retire from office at each Annual General Meeting of the
shareholders. A retiring Director is eligible for re-election.
Shri Pradipsinh Zala and Shri Kantilal R. Patel, Directors will retire
by rotation and being eligible, offers themselves for reappointment.
The details of their re-appointment together with nature of their
expertise in specific functional areas and names of the companies in
which they hold office as Director and/or the Chairman/Membership of
Committees of the Board, are provided in the Notice of the ensuing
Annual General Meeting.
CODE OF CONDUCT
The code of conduct for all board members and senior management of the
company has been laid down and is being complied in words and sprit.
The declaration on compliance of code of conduct signed by Chairman &
Managing Director of the Company is included as apart of this annual
report.
STATUTORY DISCLOSURES:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988:
Part A and B pertaining to conservation and technology absorption is
not applicable to the Company. However the Company
endeavored to conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the
year under review.
PARTICULARS OF EMPLOYEES:
The information as required under Section 217(2A) of the Companies Act.
1956 read with Companies (particulars of employees'
amendment) Rules, 1988 as amended from time to time is nil.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to sub-Section (2AA) of Section 217 of Companies Act'1956 the
Board of Directors of the Company hereby State and confirm that:
1. in preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. the Directors had selected such accounting policies and applied
them consistently 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 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. The Directors had prepared the annual accounts on a going concern
basis.
CASH FLOW
A Cash Flow statement for the year ended March 31, 2011 is attached to
the Balance Sheet.
AUDITORS AND AUDITORS' REPORT
The Auditors' M/s Jagetiya and Gurbani, Chartered Accountants,
Ahmedabad have informed that the firm was demerged w.e.f 05/
07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds
office until the conclusion of the ensuing Annual General
Meeting and is recommended for appointment for the year 2011-2012. The
Company has received certificate from the Auditors' to
the effect that the reappointment if made, would be within prescribed
limit under Section 224 (1 -B) of the Companies Act, 1956.
The notes at schedule 16 are self-explanatory and do not require
further clarifications.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
INSURANCE
The Company's assets are adequately insured against major risks.
ACKNOWLEDGEMENTS
The Board expresses their appreciation for continued co-operation and
support extended to the Company by bankers, employees & shareholders.
For and on behalf of the Board of Directors
Date : 26/08/2011 sd/-
Regd. Office : N.D.RANA
12, Harivilla Co-operative
Housing Society, Chairman & Managing
Director
B/h. Krushnanagar
Near Parshwanath Township,
Nava Naroda, Ahmedabad - 382346
Mar 31, 2010
The Directors present herewith 25th Annual Report together with the
Audited Statements of Accounts for the period ended 31st March, 2010.
FINANCIAL RESULTS [Rs. In lacs]
2009-10 2008-09
Total income 34.33 43.90
Profit before tax 03.24 (4.09)
Provision for tax 00.81 0.00
Profit after tax 02.43 (4.31)
Net profit carried forward 8.89 6.67
OPERATIONS
Your company has earned an income of Rs. 28.32 lacs from operations. It
has initiated steps to explore business opportunities in tourism
sector. The company is operating in one segment i.e. Development of
Tourism and infrastructure and therefore working of the Company,
reflects the performance of the said segment only. MANAGEMENT
DISCUSSION & Ah ALYSIS INDUSTRY STRUCTURE
The Tourism sector of Indian economy is at present experiencing a huge
growth. The Tourism sector of Indian economy has become one of the
major industrial sectors under the Indian economy. The tourism industry
earns foreign exchanges worth Rs. 21,828 crore. Previous year the
growth rate of the tourism sector of Indian economy was recorded as
17.3%. Indian Tourism offers a potpourri of different cultures,
traditions, festivals, and places of interest. There are a lot of
options for the tourists. India is a country with rich cultural and
traditional diversity. This aspect is even reflected in its tourism.
The different parts of the country offer wide variety of interesting
places to visit. While the international tourism is experiencing a
decelerated growth, the Indian counter- part is not affected.
REGULATORY FRAMEWORK
The industry is required to comply with a number of regulations related
to the governing employee relationships, multiple licences, permits and
authorisations, including local land-use permits, building and zoning
permits, environmental, health and safety permits and liquor licences.
æ OPPORTUNITIES
The travel and tourism demand in India has increased at a compound
annual growth rate (CAGR) of 16.4 per cent between 2004 and 2009, to
reach US$ 91.7 billion (INR 4,412.7 billion). The travel and tourism
demand is expected to reach US$ 266.1 billion (INR 14,601.7 billion) by
2019. The factors for the growth of the Tourism sector will be:
- Increase in the general income level of the populace
- Aggressive advertisement campaigns on the tourist destinations
- Rapid growth of the Indian economy RISK & CONCERNS
- Poor transportation
- Lack of sound marketing and promotion strategies
- Poor maintenance of heritages
- Issues regarding security and harassment
- Lack of passionate and trained professionals Internal Control Systems
& their Adequacy
The company has proper & adequate system of their internal controls
proportionate to its size and business. The internal control systems of
the company are designed to ensure that the financial and other records
are reliable for preparing financial state- ments and other data.
Cautionary Statement
The Management Discussion & Analysis Report may contain certain
statement that might be considered forward looking within the meaning
of applicable securities, laws and regulations. These statements are
subject to certain risks and uncertainties. Actual results may differ
materially from those expressed in the statements as important factors
could influence the Companys operations such as Government policies,
tax laws, political and economic development.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreement, a report on corporate
governance along with auditors certificate of its compliance is
included as part of the annual report. DIRECTORS
Mr.Jaydeepsinh Vaghela and Mr. R D Zala, Directors of the company
retire by rotation at the ensuing 25th Annual General Meeting and being
eligible, offer themselves for reappointment. CODE OF CONDUCT The
code of conduct for all board members and senior management of the
company has been laid down and is being complied in words and sprit.
The declaration on compliance of code of conduct signed by Chairman &
Managing Director of the Company is included as apart of this annual
report. AUDITORS AND AUDITORS REPORT:
The Auditors M/s Jagetiya and Gurbani, Chartered Accountants,
Ahmedabad have informed that the firm was demerged w.e.f. 05/ 07/2010 &
the new name of the firm is Jeevan Jagetiya & Co. and holds office
until the conclusion of the ensuing Annual General Meeting and is
recommended for appointment for the year 2010-2011. The Company has
received certificate from the demerged form to the effect that the
reappointment if made, would be within prescribed limit under Section
224 (1-B) of the Companies Act, 1956. The notes on accounts are
self-explanatory and do not require further clarifications.
DEPOSITS
The Company has not received or accepted any deposits from the public
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217[2AA] of the Companies
Act, 1956, your Directors hereby confirm that:
1. In the preparation of accounts the applicable accounting standards
have been followed.
2. The Company has selected such accounting policies and applied them
consistently and made judgments and esti mates that are reasonable and
prudent so as to give a true and fair view of the affairs of the
Company at the end of 31st March, 2010 and of the profit and loss
account for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting any frauds and other irregularities.
4. The annual accounts for the year ended 31st March, 2010 have been
prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS ANDOUTGO:
Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988:
Part A and B pertaining to conservation and technology absorption is
not applicable to the Company. However the Company endeavored to
conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the
year under review.
PARTICULARS OF EMPLOYEES:
The information as required under Section 217(2A) of the Companies Act.
1956 read with Companies (particulars of employees amendment) Rules,
1988 as amended from time to time is nil.
FOR AND ON BEHALF OF THE BOARD
Date : 31/07/2010 sd/
Regd. Office : N.D.RANA
12, Harivilla Co-operative Housing Society, Chairman & Managing
B/h. Krushnanagar
Near Parshwanath Township,
Nava Naroda, Ahmedabad - 382346
Mar 31, 2009
The Directors present herewith 24th Annual Report together with the
Audited Statements of Accounts for the period ended 31st March, 2009.
FINANCIAL RESULTS
[Rs. In lacs]
2008-09 2007-08
Total income 43.90 23.82
Profit before tax (4.09) 00.42
Provision for tax 0.00 00.60
Profit after tax (4.31) (00.18)
Reserve and surplus 36.85 40.82
DIVIDEND
In view of the inadequate profits, the Board does not recommend any
dividend for the year ended 31.3.2009.
MANAGEMENT DISCUSSION & ANALYSIS
At present, your Company is not pursuing any of its main objects and
hence the Board has not commented upon Industry Structure &
Development, Opportunities & Threats, Future Outlook, and Risk &
Concerns.
SEGMENT WISE PERFORMANCE
At present, the Company is operating only in one segment i.e. namely
development of Tourism and infrastructure and therefore the segment
reporting and performance standard is not applicable to the Company.
The total working of the Company, therefore, reflects the performance
of this single segment only.
OPERATIONAL REVIEW AND FUTURE OUTLOOK
The company has shown a good start of its shuttered operations of last
year and has earned a handful amount of Rs.37.32 lacs from operations
this year as compared to Rs. 0.00 in the previous year.
Internal Control Systems & their Adequacy
The company has proper & adequate system of their internal controls
proportionate to its size and business. The internal control systems of
the company are designed to ensure that the financial and other records
are reliable for preparing financial statements and other data.
Cautionary Statement
The Management Discussion & Analysis Report may contain certain
statement that might be considered forward looking within the meaning
of applicable securities, laws and regulations. These statements are
subject to certain risks and uncertainties. Actual results may differ
materially from those expressed in the statements as important factors
could influence the Companys operations such as Government policies,
tax laws, political and economic development.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreement, a report on corporate
governance along with auditors certificate of its compliance is
included as part of the annual report.
DIRECTORS
Mr. Kantibhai Patel and Mr. Pradeepsinh Zala , Directors of the company
retires by rotation at the ensuing 24th Annual General Meeting and
being eligible, offer themselves for reappointment.
CODE OF CONDUCT
The code of conduct for all board members and senior management of the
company has been laid down and is being complied in words and sprit.
The declaration on compliance of code of conduct signed by Chairman &
Managing Director of the Company is included as apart of this annual
report.
AUDITORS AND AUDITORS REPORT:
The Auditors M/s Jagetiya and Gurbani, Chartered Accountants,
Ahmedabad holds office until the conclusion of the ensuing Annual
General Meeting and is recommended for reappointment for the year
2009-2010. The Company has received certificate from the Auditors to
the effect that the reappointment if made, would be within prescribed
limit under Section 224 (l-B) of the Companies Act, 1956.
The notes on accounts are self-explanatory and do not require further
clarifications.
DEPOSITS
The Company has not received or accepted any deposits from the public
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217[2AA] of the Companies
Act, 1956, your Directors hereby confirm that:
1. In the preparation of accounts the applicable accounting standards
have been followed.
2. The Company has 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 affairs of the
Company at the end of 31st March, 2009 and of the profit and loss
account for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting any frauds and other irregularities.
4. The annual accounts for the year ended 31st March, 2009 have been
prepared on a going concern basis.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988:
Part A and B pertaining to conservation and technology absorption is
not applicable to the Company. However the Company endeavored to
conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the
year under review.
PARTICULARS OF EMPLOYEES:
The information as required under Section 217(2A) of the Companies Act.
1956 read with Companies (particulars of employees amendment) Rules,
1988 as amended from time to time is nil.
FOR AND ON BEHALF OF THE BOARD
Ahmedabad N.D.RANA
25.08.2009 Chairman