Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 22nd Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2015.
FINANCIAL PERFORMANCE:
The financial performance of the Company for the financial year ended
31st March, 2015 is summarized below:
(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Sales and other Income 18.26 17.46
Profit / (Loss) before Depreciation and Tax 8.40 1.05
Depreciation 26.74 27.62
Profit / (Loss) Before Tax (18.34) (26.57)
Provision for Tax - -
Provision for Deferred Tax - (4.53)
Prior Year Tax Adjustment - -
Profit / (Loss) After Tax (18.34) (22.04)
STATE OF COMPANY'S AFFAIR:
Your Company has received income of Rs.18.26 lakhs during the year as
against Rs.17.46 lakhs in the previous years from interest on surplus
amount invested by the Company further the Company has incurred loss of
Rs.18.34 lakhs as against the loss of Rs.22.04 lakhs in the previous
year. Your Company is not able to achieve the desired level of
operations in the current financial year.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with rule
12(1) of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return in form MGT - 9 as required attached
herewith as Annexure - A.
DIVIDEND:
Since the Company has suffered loss during the year and in order to
conserve the reserves to meet the needs of business operation, the
Board of Directors has decided not to recommend any dividend for the
financial year.
TRANSFER TO RESERVES:
Your Company has suffered loss during the financial year and has not
transferred any amount to the reserves maintained by the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of this report.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:
Your Company does not have any Subsidiary, Associate Company or Joint
Venture and therefore the requirements of sub Section (3) of Section
129 of Companies Act, 2013 will not be applicable to the Company.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT,
2013:
Your Company has not accepted any fixed deposits from the public under
Chapter V (Acceptance of Deposits by Companies) of the Companies Act,
2013 and is therefore not required to furnish information in respect of
outstanding deposits under and Companies (Acceptance of Deposits)
Rules, 2014.
BOARD OF DIRECTORS COMPOSITION:
During the year the Board of Company comprises of the following four
(4) Directors:
1. Mr. Dilip Kumar Das
2. Mr. Hari Shankar Prasad Chanau
3. Mr. Vishnubhai Patel
4. Ms. Manju Maheshwari
RETIREMENT BY ROTATION:
Due to change in Directorship, none of the directors are liable to
retire by rotation.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Shiw Prakash Rajbhar, resigned from
the post of Director w.e.f. 8th January 2015 and Mr. Vishnubhai B.
Patel was inducted to the Board and appointed as an additional director
in the Board meeting held on 24th December 2014. The Board proposes to
appoint him as a Director, liable to retire by rotation in the
forthcoming Annual General Meeting (AGM), for which your Company has
received the notice under Section 160 of the Companies Act, 2013
proposing his candidature for the post of the Director of the Company.
Ms. Manju B. Maheshwari (DIN: 03061384) joined the Board of your
Company and w.e.f. 31st March, 2015, as Additional Director under
category of Independent Director for a period of 5 year. Now in terms
of the provisions of Section 149, 150, 152, 160 read with Schedule IV
and other applicable provisions, if any of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Director) Rules, 2014,
it is proposed to appoint her as an Independent Director of the Company
to hold the office for a term of 5 (five) consecutive years upto 30th
March, 2020. The brief resume of the aforesaid Directors and other
information have been given in the notice of the AGM. The Company has
received declaration under Section 149 (6) of the Companies Act, 2013
confirming that she meets the criteria of Independence.
Further to broad base the Board of the Company Mr. Alnoor Surani and
Mr. Ahmed Dawoodani Rahemtulla were appointed on the Board as
Additional Directors w.e.f. 14th August, 2015 under Section 161 of the
Companies Act, 2013 and the term of the Additional Director come to an
end at the ensuing Annual General Meeting, your Company has received
notices from the members proposing the their candidature for the
Directorship of the Company liable to retire by rotation.
FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:
The Company with the approval of its Nomination and Remuneration
Committee has put in place an evaluation framework for formal
evaluation of the performance of the Board, its Committees and the
individual Directors. The evaluation was done through questionnaires,
receipt of regular inputs and information, functioning, performance and
structure of Board Committees, ethics and values, skill set, knowledge
and expertise of Directors, leadership etc. The evaluation criteria for
the Directors was based on their participation, contribution and
offering guidance to and understanding of the areas which are relevant
to them in their capacity as members of the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has such internal financial controls commensurate with the
size of the Company to provide a true and fair view of the financial
statements and has laid down such standards and processes which ensures
that the same are adequate and operating efficiently.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met at regular intervals during
the year to discuss on the past and prospective business of the
Company.
The Board met 8 (eight) times during the financial years 2014 - 2015 on
30th May, 2014; 14th August, 2014; 3rd September, 2014; 14th November,
2014; 24th December, 2014; 8th January, 2015; 14th February, 2015 and
31st March, 2015. The name of the Directors and their attendance at
Board Meeting / Committee meeting during the year are set out in detail
in the Corporate Governance Report which forms part of the Annual
Report.
STATUTORY AUDITOR AND AUDIT REPORT:
At the AGM held on 30th September, 2014 the members had approved the
appointment of M/s K.R. Tiwari & Co., (FRN 11103W) Chartered
Accountants, as Statutory Auditors of the Company for a period of five
years from the conclusion of 21st AGM until the conclusion of 26th AGM.
In terms of the provisions of the Companies Act, 2013, the Shareholders
are required to ratify the appointment of M/s K.R. Tiwari & Co.,
Chartered Accountant at the ensuing Annual General Meeting.
There are no qualifications, reservation or adverse remarks made by the
statutory auditors in the audit report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, the Company has
appointed M/s Shreyans Jain & Co. Practicing Company Secretaries, Mumbai
as its Secretarial Auditors to conduct the Secretarial Audit of the
Company for the FY 2014 - 15. The Company has provided all the
assistance and facilities to the Secretarial Auditor for conducting
their audit. The report of Secretarial Auditor for the Financial Year
2014 - 15 is annexed to this report as Annexure - B.
DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor in their
report regarding delayed filings with Registrar of Companies; non
appointment of whole time Key Managerial Personnel; failure to provide
e-voting facility at the Annual General Meeting, your Board wish to
inform that in view of poor financial performance of the Company it's
not able to appoint suitable candidate and not able to provide the
e-voting facility etc and the Company is working under the supervision
of the Board. Further the Board is on lookout for suitable candidates
for the whole time managerial personnel for better performance of the
Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act, 2013
confirm that:
a) All applicable Accounting Standards have been followed in the
preparations of the annual accounts with proper explanation relating to
material departures;
b) they have selected such Accounting Policies and applied them
consistently, 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 of 31.03.2015 and of the loss of the Company for that
period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis as
stated in the notes on accounts;
e) they have laid down the stringent internal financial controls and
that such internal controls are adequate and are operating adequately;
and
f) they have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013 FOR
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Considering the nature of the Business of your Company there are no
such particulars which are required to be furnished in this report
pertaining to conservation of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company
are amounted to Rs. Nil.
AUDIT COMMITTEE:
The Company has Audit Committee constituted under the chairmanship of
Mr. Dilip Kumar Das in accordance with the provisions of Section 177(1)
of the Companies Act, 2013 and clause 49 of the listing agreement. The
composition of the Committee and other details as required to be
disclosed have been mentioned in the Report of Corporate Governance. The
Committee met 4 (four) time during the financial year 2014 - 2015.
NOMINATION AND REMUNERATION COMMITTEE:
The Company strives to maintain an appropriate combination of
executive, non-executive and Independent Directors. In terms of
provisions of Section 178 of the Companies Act, 2013 the Nomination and
Remuneration Committee constituted considers and recommends the Board
on appointment and remuneration of Director and Key Managerial
Personnel and the Company's Nomination and Remuneration Policy is
attached as Annexure - C.
VIGIL MECHANISM:
The Company has implemented a Whistle Blower Policy pursuant to which
Whistle Blowers can raise and report genuine concerns relating to
reportable matters such as breach of code of conduct, fraud, employee
misconduct, misappropriation of funds, health and safety matters etc.
the mechanism provides for adequate safeguards against victimization of
Whistle Blower who avail of such mechanism and provides for direct
access to the chairman of the Audit Committee. The functioning of the
Whistle Blower policy is being reviewed by the Audit Committee from
time to time. None of the Whistle Blower has been denied access to the
Audit Committee of the Board.
DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
As required in terms of provisions of Section 188 of the Companies Act,
2013 the details of certain contracts / arrangements with related
parties are required to be disclosed in form AOC-2 as a part of this
report, however during the year your Company has not entered into any
such contract / arrangements with related parties.
DETAILS OF SIGNIFICENT AND MATERIAL ORDERS PASSED BY REGULATORS /
COURTS / TRIBUNALS IMPECTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There are no such significant and material orders passed by any
regulators / courts / tribunals which impacts the going concern status
of the Company and Company's operation in future.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in Section 135
of Companies Act, 2013 and therefore is not required to comply with the
requirements mentioned therein.
RISK MANAGEMENT:
The Board of Directors is overall responsible for identifying,
evaluating, mitigating and managing all significant kinds of risks
faced by the Company. The Board approved Risk Management policy, which
acts as a statement of intent and establishes the guiding principles by
which key risks are managed in the Company. The Board itself monitors
and reviews the risks which have potential bearing on the performance
of the Company and in the opinion of the Board there is no risk faced
by the Company which threatens its existence.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
In accordance with SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th
September, 2014 the Company even though being an listed entity is not
mandatorily required to report on the compliances with Clause 49 of the
Listing Agreement since the Company does not falls under the criteria
attracting the obligations to adhere to the compliance with clause 49 of
the Listing Agreement executed with Stock Exchanges. However the Board
has approved and decided to continue to comply with the mandatory
requirements of Corporate Governance as stipulated under clause 49 of
the Equity Listing Agreement and accordingly, the Report on Corporate
Governance forms part of the Annual Report as Annexure - D. The
requisite Certificate from the Statutory Auditors of Company M/s. K. R.
Tiwari & Co., regarding compliance with the conditions of Corporate
Governance as stipulated in Clause 49 of Equity Listing Agreement is
annexed to this Report.
The report on Management Discussions and Analysis forms part of this
report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act,
2013 read with the Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014, as amended from time to time, the Company is
required to disclose the ratio of the remuneration of each director to
the median employee's remuneration and such other details, however
there are no such details for reporting under this clause.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT:
Details of the loans made by the Company to other body corporate or
entities are given in notes to financial statements.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company believes in creating an environment for its employees which
is free from discrimination. The Company culture embraces treating
everyone with dignity and Respect and believes in equality irrespective
of the gender of an employee. The Company is committed to take
progressive measures to increase representation of women particularly
at leadership level. During the year there are no such complaints and
therefore not required to be reported.
ACKNOWLEDGEMENTS:
The Directors thank the Company's customers, vendors, investors,
business associates and bankers for the support to the Company as also
thank the Government, Statutory and Regulatory authorities. The
Directors also appreciate and value the contributions made by every
employee of the Company.
For and on behalf of the Company
Sd/- Sd/-
Dilip Kumar Das Vishnu Patel
Place: Mumbai Director Director
Date:30-05-2015 DIN: 03594093 DIN:05322281
Mar 31, 2014
The Directors have the pleasure in presenting the Twenty First Annual
Report on the business and operation of the company together with the
Audited Annual Accounts for the year ended 31sl March 2014
1. PERFORMANCE OF THE COMPANY:
Your Company's performance for the year 2013 - 14 is as summarized
below:
(Rs. in Lakhs)
2013-14 2012-13
Total Income 17.45 30.67
Total Expenditure 44.02 29.08
Profit Before Tax (26.57) 1.59
Tax Expenses
Provision for Tax 0.00 0.49
Deferred Tax (4.79) 1.03
Profit / (Loss) After Tax (21.77) 0.07
Add: Surplus brought
forward from previous year 43.57 43.50
2. DIVIDEND:
Since the Company has made loss during the year, your Directors do not
recommend any dividend for the year under consideration.
3. TRANSFER TO RESERVES:
During the year the Company has incurred losses and the Board of
Directors are unable to transfer any amount to any reserves of the
Company.
4. STATE OF COMPANY'S AFFAIR:
During the year under review your Company has made a loss of Rs.21.77
lakhs.
5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
No material changes and commitments have occurred which could affect
the Company's financial position between the end of the financial year
of the Company and date of this report.
6. PUBLIC DEPOSITS:
During 2013-14, your Company has not accepted any denog the public
within the meaning of Section 58A of the Companies Act, 1956.
7. DIRECTORS:
i). Composition of Board of Directors:
The Board comprises of three Directors, of which two are Independent
Non- executive Directors.
ii) Retirement by Rotation:
In accordance with the requirements of Companies Act, 1956, and
provisions of Articles of Association of the Company, the Director Mr.
Shiw Prakash Rajbhar retires by rotation and being eligible, offers
himself for re- appointment.
iii) Changes during the year:
During the year no change has taken place in the Board.
iv) Independent Directors:
In terms of the provisions of Section 149, 152 read with Schedule IV
and other applicable provisions, if any of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Director) Rules, 2014,
the Independent Directors can hold office for a term up to five (5)
consecutive years as Directors of your company and will not be liable
to retire by rotation. Accordingly, it is proposed to appoint Mr. Dilip
Kumar Das and Mr. Hari Prasad Chanau as Independent Directors of the
Company to hold the office for a term of 5 (five) consecutive years up
to 31st March, 2019.
The brief resume of the aforesaid Directors and other information have
been given in the notice of the Annual General Meeting
8. AUDITOR'S REPORT
Observations made in the report are self explanatory and do not call
for any further comments from the Director under Section 217 (3) of the
Companies Act, 1956.
9. AUDITORS
M/s. Gupta Saharia & Co., Chartered Accountants, the Statutory
Auditors, have expressed their inability to continue as Auditors of the
Company. The Company had approached M/s K.R. Tiwari & Co., (FRN 11103W)
Chartered Accountants for their consent to act as Auditors of the
Company. They have confirmed their eligibility and willingness to act
as auditors of the Company.
Your Board recommends their appointment from the conclusion of this
Annual General Meeting till the conclusion of the Sixth consecutive
Annual General Meeting of the company, subject to rectification of
their appointment at every Annual General Meeting.
10. PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration which falls within the
limits prescribed under section 217(2 A) of the Companies Act, 1956
11. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
a) Conservation of Energy:
Energy conservation efforts in the Company are being pursued on a
continuous basis. Close monitoring of power consumption is maintained
to minimize wastage and facilitate optimum utilization of energy.
Regular maintenance and repairs of all the equipment and machinery is
carried out to ensure optimum efficiency.
b) Foreign exchange earnings and outgo: :
The Company has neither received any income nor incurred any
expenditure in foreign exchange.
12. CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
Corporate Governance practices, and the Certificate on Compliance of
mandatory requirements thereof are given as an annexure to this report.
13. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm:
a) 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 from the same;
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the period;
c) That 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 pf the Company and for preventing and
detecting fraud and other irregularities.
d) That they have prepared the annual accounts on a 'going concert
basis
14. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government authorities,
the financial institutions, banister Condors, customers and
Shareholders during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the commitment services by all the
employees of the Company.
By Order of the Board of Directors
For Azure Exam Services Limited
Place : Mumbai Shiw Prakash Rajbhar
Date : 14.08.2014 Director
Mar 31, 2013
Dear Members,
To the members of Azure Exim Services Limited (Formerly Known as
Hindustan Continental Limited) The Directors have the pleasure in
presenting the Twentieth Annual Report on the business and operation of
the company together with the Audited Annual Accounts for the year
ended 31st March 2013
1. PERFORMANCE OF THE COMPANY:
Your Company's performance for the year 2012 - 13 is as summarized
below:
(Rs. in Lakhs)
2012-13 2011-12
Total Income 30.67 193.10
Total Expenditure 29.08 213.50
Profit Before Tax 1.59 (20.39)
Provision for Tax 1.52 (5.02)
Profit / (Loss) After Tax 0.07 (25.41)
Add: Surplus brought forward from previous year 43.50 68.91
2. DIVIDEND:
To conserve the resources of the company your Directors does not
recommend any dividend for the year under consideration.
3. TRANSFER TO RESERVES:
The Company has transferred all its profit earned for the year to its
Reserves and Surplus Account.
4. REVOCATION OF SUSPENSION:
BSE Limited (BSE), where the Company's securities are listed, have
restored the listing status, earlier suspended due to penal reasons,
and permitted trading in equity shares of the Company w.e.f.
11.07.2012. Further, the Company's securities were admitted into both
the Depositories i. e. Central Depository Services (India) Limited
(CDSL) as well as National Securities Depository Limited (NSDL).
Consequently, the securities are now traded in both physical as well as
dematerialized form.
5. PUBLIC DEPOSITS:
During 2012-13, your Company has not accepted any deposits from the
public within the meaning of Section 58A of the Companies Act, 1956.
6. DIRECTORS:
i) . Composition of Board of Directors:
The Board comprises of three Directors, of which two are Independent
Non- executive Directors.
ii) Retirement by Rotation:
In accordance with the requirements of Companies Act, 1956, and
provisions of Articles of Association of the Company, the Director Mr.
Dilip Kumar Das retires by rotation and being eligible, offer himself
for re- appointment.
iii) Changes during the year:
During the year Mr. Vinod Jain resigned as Director of the Company with
effect from 3rd October 2012 and no other change has taken place in the
Board.
7. AUDITOR'S REPORT
Observations made in the report are self explanatory and do not call
for any further comments from the Director under Section 217 (3) of the
Companies Act, 1956.
8. AUDITORS
M/s. Gupta Saharia & Co., Chartered Accountants, the retiring auditors
of the company, have been appointed as Statutory Auditors from the
conclusion of this Annual General Meeting till the conclusion of the
next Annual General Meeting of the company. M/s. Gupta Saharia &
Company, Chartered Accountants have confirmed their eligibility and
willingness to act as auditors of the Company.
9. PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration which falls within the
limits prescribed under section 217(2A) of the Companies Act, 1956
10. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
a) Conservation of Energy:
Energy conservation efforts in the Company are being pursued on a
continuous basis. Close monitoring of power consumption is maintained
to minimize wastage and facilitate optimum utilization of energy.
Regular maintenance and repairs of all the equipment and machinery is
carried out to ensure optimum efficiency.
b) Foreign exchange earnings and outgo:
The Company has neither received any income nor incurred any
expenditure in foreign exchange.
11. CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
Corporate Governance practices, and the Certificate on Compliance of
mandatory requirements thereof are given as an annexure to this report.
12. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm:
a) That in the preparation of the annual accounts for the financial
year ended March 31, 2013, the applicable accounting standards have
been followed and that there are no material departures from the same;
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the period;
c) That 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.
d) That they have prepared the annual accounts on a 'going concern'
basis
13. APPRECIATION & ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation to all
stakeholders and more specifically, the employees at all levels for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to achieve
remarkable growth. The Board also acknowledges the unstinted support of
the customers, suppliers, investors, bankers, Central and State
Governments and other statutory authorities and other associated with
the Company.
By Order of the Board of Directors
For Azure Exim Services Limited
Sd/-
Place : Mumbai Shiw Prakash Rajbhar
Date : 30.05.2013 Director
Mar 31, 2012
To the members of Azure Exim Services Limited
(Formerly Known as Hindustan Continental Limited)
The Directors have the pleasure in presenting the nineteenth Annual
Report on the business and operation of the company together with
the Audited Annual Accounts for the year ended 31st March 2012.
1. PERFORMANCE OF THE COMPANY
Your Company''s performance for the year 2011-12 is as summarized below:
(Rs. in Lakhs)
2011-12 2010-11
Total Income : 193.10 597.20
Total Expenditure 213.50 594.43
Profit Before Tax (20.39) 2.77
Provision for Tax (5.02) (0.02)
Profit/(Loss) After Tax 25.41) 2.79
Add: Surplus brought forward
from previous year 68.91 66.12
Profit available for Appropriations (25.41) 68.91
Surplus carried forward 43.50 68.91
2. DIVIDEND
To conserve the resources of the company your Directors does not
recommend any dividend for the year under consideration
3. CHANGE IN NAME OF THE COMPANY
During the year under review, there was no change in the name of the
company
4. REVOCATION OF SUSPENSION
After the end of financial year, BSE Limited (BSE), where the Company''s
securities are listed, have restored the listing status, earlier
suspended due to penal reasons, and permitted trading in equity shares
of the Company w.e.f. 11.07.2012. Further, the Company''s securities
were admitted into both Central Depository Services (India) Limited as
well as National Securities Depository , Limited. Consequently, the
securities are now traded in both physical as well as dematerialized
form. The Company has made payment of annual listing fees to the Stock
Exchange.
5. PUBLIC DEPOSITS
During 2011-12, your Company has not accepted any deposits from the
public within the meaning of Section 58A of the Companies Act, 1956.
6. DIRECTORS:
i). Composition of Board of Directors:
The Board comprises of four Directors, of which three are Non-
executive Directors- Changes during the year:
During the year Mr. Surendra Kulhari and Mr. Shrawan Kumar Chaudhary
resigned as Director of the Company with effect from 23th January,
2012, further Mr.Dilip Kumar Das and Mr.Shiw Prakash Rajbhar were
appointed as Additional Director of the Company with effect from 23th
January, 2012.
Further Mr. Hari Shankar Prasad Chanau was appointed as an Additional
Director and Mr. Latif Ummed Ali Khan resigned as Director of the
Company with effect from 25lh February, 2012.
7. AUDITOR''S REPORT
Observations made in the report are self explanatory and do not call
for any further comments under Section 217 (3) of the Companies Act,
1956.
8. AUDITORS
M/s.Agarwal Desai & Shah. Chartered Accountants, the retiring auditors
of the company, have expressed their unwillingness to be re-appointed
as auditors of the company from the conclusion of this Annual General
Meeting. It is proposed to appoint M/s. Gupta Saharia & Company.,
Chartered Accountants, as auditors of the Company from the conclusion
of this Annual General Meeting till the conclusion of the next Annual
General Meeting of the company. M/s. Gupta Saharia & Company, Chartered
Accountants have confirmed their eligibility and willingness to acl: as
auditors of the Company.
9. PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration which falls within the
limits prescribed under section 217(2A) of the Companies Act, 1956
10. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTOR) RULES, 1988:
a. Conservation of Energy: Energy conservation efforts in the Company
are being pursued on a continuous basis. Close monitoring of power
consumption is maintained to minimize wastage and facilitate optimum
utilization of energy. Regular maintenance and repairs of all the
equipment and machinery is carried out to ensure optimum efficiency.
b. Foreign exchange earnings and outgo: The Company did not earn and
spend any foreign exchange.
11. CORPORATE GOVERNANCE REPORT
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
Corporate Governance practices, the
Auditors Certificate on Compliance of mandatory requirements thereof
are given as an annexure to this report.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors confirm:
a) That in the preparation of the annua! accounts for the financial
year ended March 31, 2012, the applicable accounting standards have
been followed and that there are no material departures from the same;
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for the period;
c) That 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.
d) That they have prepared the annual accounts on a ''going concern''
basis
13. APPRECIATION
Your Directors wish to place on record their appreciation to all
stakeholders and more specifically, the employees at all levels for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to achieve
remarkable growth. The Board also acknowledge the unstinted support of
the customers, suppliers, investors, bankers, Central and State
Governments and other statutory authorities and other associated with
the Company.
By Older of the Board of Directors
For Azure Exim Services Limited
Sd/-
Place : Mumbai Shiw Prakash Rajbhar
Date : 14.08.2012 Director
Mar 31, 2010
The Directors have the pleasure in presenting the Seventeenth Annual
Report on the business and operation of the company together with the
Audited Annual Accounts for the year ended 31st March 2010
1. PERFORMANCE OF THE COMPANY
Your Companys performance for the year 2009-10 is as summarized below:
(Rs in lacs)
2009-10 2008-09
Total Income 14777.91 11540.55
Total Expenditure 14742.65 11504.89
Profit Before Tax 35.27 35.66
Provision for Tax 11.84 11.49
Profit/Loss After Tax 23.43 24.17
Add: Surplus brought forward
from previous year 42.69 18.53
Profit available for Appropriations 66.12 42.69
Surplus carried forward 66.12 42.69
2. Dividend
To conserve the resources of the company your Directors does not
recommend any dividend for the year under consideration.
3. Change in Registered Office of the Company
The registered office of the company has been shifted from F-71,
Solaries, Opp. L & T Gate No. 6, Saki Vihar Road, Andheri (E), Mumbai -
400072 to A-01, Ground Floor, Kalyan Bhavan, Plot. No. 406, Andheri
(East), Mumbai.
4. MANAGEMENT DISCUSSION AND ANALYSIS
India is diversifying its geographical reach and export product
portfolio in Latin America and Caribbean Conclave as the true potential
is yet to be unleashed as most of Indian exports land in Brazil while
markets of Mexico, Argentina, Peru, Chile and Uruguay are not being
targeted enough.
The Latin America and Caribbean is a vast untapped market as the
potential destinations for exports from India. There is a huge
opportunity available which is achievable due to the compatibility on
cultural front as well as the fact that Indian technology and Latin
America natural and social capital make a great fit.We are a group of
professionals committed to helping companies that sell or buy
internationally or that want to start selling or buying
internationally, to find its strategic partners across the globe.
Our customers get more value for money since we also handle the customs
brokering, documentation and inland clearance, offering hassle free
customs clearance services. Combining professional skills, innovative
techniques and the resolution to excel, we endeavor to achieve total
customer satisfaction
At Hindustan Continental Limited, our team of expert consultants
provide vital consultancy to our customers in the field of import and
export industry. We offer consultancy and assistance to exporters for
obtaining:
Excise rebate claims on Exports.
Setting up Import/Export Department
Project Import finalization & settlement of security deposit refund /
B.G. Claims.
Arranging insurances and settlements of claims.
Consultancy in Import/Export Policy matters & procedures.
- Setting up industries, exports units, EOU, BPO or call centers.
Obtain Govt, permissions, RCMC from the office EPC, FIEO.
- Arranging IEC, EPCG, DEPB, DFRC, Adv. License, DOT / DOE Approval,
PC, etc. Registrations with RBI, Customs & Excise and other Government
Authorities export House Registration
Certification for Special Import Licensing
- Application of Advance Licensing or Special Import Licensing for Raw
material
- Application for Export Licensing Quota. For Dal, Sugar & Pulses
For Sale or Purchase of Special Import License, DEPB & Advance License
- DFIA.
Application of Special Imprest License Against Supply of Goods under
Global Tender or under World Bank Loan.
- Application of Import of capital Goods & Equipment Application of
Duty Drawback
Application for DEPB
- Application of Fixation of Brand Rate
Application for Audit and Documentation of DEEC Book under Advance
License
- Application for Transfer and Documentation of Advance License
- Application of Refund of Central Excise, Against Supply of Goods
under Global Tender or Under World Bank Loan
Export Performance-Export Turnover-Export Profit.
INTERNAL CONTROL SYSTEMS: The Company has in place adequate systems of
internal control to ensure compliance with policies and procedures.
Internal audit of all the units of the Company are regularly carried
out to review the internal control systems. The internal audit report
along with implementation and recommendations contained therein are
constantly reviewed by the Audit Committee of the Board. HUMAN
RESOURCES: Human resource is a valuable ^sset at Hindustan Continental
Limited and the Company endeavors to provide an environment that each
employee is motivated to contribute his best to achieve the Companys
goals.
CAUTIONARYSTATEMENT: Statements made in the Management Discussion and
analysis describing the Companys objectives, projections, estimates,
predictions and expectations may be forward looking statements within
the meaning of applicable securities law and regulations. Actual
results might differ materially from those either expressed or implied.
5. PUBLIC DEPOSITS
During 2009-10, your Company has not accepted any deposits from the
public within the meaning of Section 58A of the Companies Act, 1956.
6. DIRECTORS
Mr. R. S. Chauhan and Mr. Mukesh Tulshyan retire by rotation and being
eligible, offer for re-appointment. Pursuant to clause 49(g) (1) of
the Listing Agreement with the Stock Exchanges, brief resume of the
Directors being reappointed has been provided in the Notice convening
the Annual General Meeting.
7. AUDITORS REPORT
Observations made in the report are self explanatory and do not call
for any further comments under Section 217 (3) of the Companies Act,
1956.
8. AUDITORS
M/s. Mukesh Jhunjhunwala, Chartered Accountants, retires as Auditor of
the Company at the conclusion of the ensuing Annual General Meeting and
is eligible for re-appointment. M/s. Mukesh Jhunjhunwala, Chartered
Accountants, has entered into partnership with M/s Churiwala & Co,
Chartered Accountants, thus the appointment, if approved at the ensuing
AGM shall be made in the name of M/s Churiwala & Co., Chartered
Accountants.
9. PARTICULARS OF EMPLOYEES
The particulars of employees as prescribed by the Companies
(Particulars of Employees) Rules, 1975 are not applicable to the
Company, as the Company has not employed any employee whose salary
exceeds Rs. 24,00,000/- annum or Rs. 2,00,000/- per month.
10. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
a. Conservation of Energy: Energy conservation efforts in the Company
are being pursued on a continuous basis. Close monitoring of power
consumption is maintained to minimize wastage and facilitate optimum
utilization of energy. Regular maintenance and repairs of all the
equipment and machinery is carried out to ensure optimum efficiency.
b. Foreign exchange earnings and outgo: The Company did not earn and
spend.
11. CORPORATE GOVERNANCE REPORT
Your Company has Complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
Corporate Governance practices, the Auditors Certificate on Compliance
of mandatory requirements thereof are given as an annexure to this
report.
12. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm:
a) That in the preparation of the annual accounts for the financial
year ended March 31,2010, the applicable accounting standards have been
followed and that there are no material departures from the same;
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for the period;
c) That 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.
d) That they have prepared the annual accounts on a going concern
basis.
13. APPRECIATION
Your Directors wish to place on record their appreciation to all
stakeholders and more specifically, the employees at all levels for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to achieve
remarkable growth. The Board also acknowledge the unstinted support of
the customers, suppliers, investors, bankers, Central and State
Governments and other statutory authorities and other associated with
the Company.
For and on Behalf of the Board
Sd/-
Mr. Virendra Jain
Director
Mumbai, September 1,2010