Home  »  Company  »  Azure Exim Services  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Azure Exim Services Ltd.

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



 
Subscribe now to get personal finance updates in your inbox!