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Directors Report of Charms Industries Ltd.

Mar 31, 2014

Dear MEMBERS,

The Directors present the TWENTY SECOND ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

Financial RESULTS:

(Amount in Rs.) 2013-14 2012-13

Total income (Net) 2,97,87,895 3,58,25,212 Total Expenditure 2,90,88,161 3,49,07,486 Gross Profit / (Loss) 6,99,734 9,17,726 Less: Depreciation 1,91,614 1,70,310 Provision for taxation 1,70,000 2,40,000 Profits / (Loss) after Tax 3,38,120 5,07,416

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 233.23 Lacs this year as against Rs. 294.63 Lacs for the previous year. The profit after tax for the year has increased to Rs.3,38 Lacs as against Rs.5.07 Lacs for the previous year.

DIVIDEND:

to conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLUARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

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

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

DIRECTOR:

Shri Nishit M. Rupapara, Directors of the Company, is liable to retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation. Mr. Ketan N. Shah, Dr. Nayan C. Shah, Mr. Sandip R. Shah and Mr. Ashokkumar R. Patel have resigned on 30/05/2014, the board has taken on record the valuable services and advices given by them during their tenure as Directors of the Company.

DIRECTOR''S COMMENTS ON AUDITORS QUALIFICATION & ADVERSE REMARKS IN AUDITORS REPORT:

The Auditors has made qualifications and marked adversely in their Report under the head (OPINION)The Directors comment of the on these qualifications and the specific remark Auditors under the head (OPINION) of the Auditors'' Report for non-provision of doubtful loans and advances amounting Rs.39,60,663/- which are cumulative amounts given as loan in last 5/6 years (except Rs.6.00 lacs given during the year), the Board of your Company like to inform you that the management of the Company is taking all steps required including legal action for their recovery. The Management of your Company is hopeful for the recovery of the outstanding loans and advances given by the Company, out of its surplus funds and therefore they have been treated as good of recovery and has not provided for doubtful loans and advances. The Management hereby assures that once all the efforts to recover the outstanding amount fails, necessary provisions for doubtful loans and advances will be done in the Books of the Company.

The notes and remarks of Auditors'' are self-explanatory.

AUDITORS:

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2014-15 has been paid to Bombay Stock Exchange and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board Shivkuamr R Chauhan Place : Ahmedabad Chairman & Managing Director Date : 11/08/2014 (DIN : 00841729)


Mar 31, 2013

To, The Members,

The Directors present the TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2012-13 ended on 31st March, 2013.

FINANCIAL RESULTS:

(Amount in Rs.)

2012-13 2011-12

Total income (Net) 3,58,25,212 3,91,99,634

Total Expenditure 3,49,07,486 3,82,62,365

Gross Profit / (Loss) 917726 937269

Less:

Depreciation 170310 192180

Provision for taxation 240000 240000

Profits / (Loss) after Tax 507416 505089

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 29,463,097/- this year as against Rs. 28,724,289/- for the previous year. The profit after tax for the year has increased to Rs. 5,07,416/- as against Rs. 5,05,089/- for the previous year.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLUARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the Profit of the Company for the year.

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

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

DIRECTOR:

Mr Harsad Shantilal Gandhi and Mr Dahyabhai Bhavanjibhai Sachania, Directors of the Company, are liable to retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

AUDITORS:

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

OBSERVATIONS OF AUDITORS'' / AUDITORS'' REPORT:

The notes and remarks of Auditors'' are self-explanatory. The specific remarks of the Auditors under para 4(f) of the Auditors'' Report for non-provision of non-recovery of loan and advance thereon have already been explained in details in Para No. 6 of Notes 16 forming parts of Accounts for the year 31.03.2013. The Management further likes to clarify that the outstanding old loan amounting to Rs.20,16,674/- as on 31/03/2013 seems good for recovery and also trying to recover and very positive for the same, therefore no provision has been done in the Books of the Company. Further, the outstanding security deposit of Rs.2,74,411/- with Stock Exchange, seems recoverable to Management of the Company. The Management hereby assures that once all the efforts to recover the outstanding amount fails, necessary provisions will be done in the Books of the Company.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmadabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmadabad and Mumbai. Listing fees for the year 2013-14 has been paid to Bombay Stock Exchange and Ahmadabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmadabad Shivkuamr R Chauhan

Date : 14/08/2013 Chairman & Managing Director


Mar 31, 2012

The Directors present the TWENTIETH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lacs) As On As On 31.03.2012 31.03.2011

Profit of the year 9.37 12.92

Less: Depreciation 1.92 2.42

Profit Before Taxation(PBT) 7.45 10.50

Less: Provision for Taxation 2.40 3.50

Profit After Tax (PAT) 5.05 7.00

Less:- Extraordinary Item(Loss of Investment and Bed Debts Written Off) - -

Net Profit/(Loss) 5.05 7.00

Add. Profit brought forward (246.88) (253.88)

Surplus available for appropriation (241.83) (246.88)

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 28,724,289/- this year as against Rs.30,547,369/- for the previous year. The profit after tax for the year has decreased to Rs.505,089/- as against Rs.700,398/- for the previous year.

DIVIDEND:

to conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

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

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

OBSERVATIONS OF AUDITORS'/AUDITORS' REPORT:

The notes and remarks of Auditors' are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance thereon have been explained in details in Para No. 6 of Notes 16 forming parts of Accounts for the year 31.03.2012. The Management has taken appropriate action to recover such outstanding amount and assume the said amount as recoverable and therefore the provision for the same has not been done during the year.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2012-13 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Shivkuamr R Chauhan Chairman & Managing Director

Place : Ahmedabad Date : 08/08/2012


Mar 31, 2011

The Directors present the NINETEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2010-11 ended on 31st March, 2011.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

As on As on 31.03.2011 31.03.2010

Profit of the year 12.92 10.81

Less: Depreciation 2.42 2.22

Profit Before Taxation(PBT) 10.50 8.59

Less: Provision for Taxation 3.50 2.60

Profit After Tax (PAT) 7.00 5.99

Less:- Loss of Investment and Bad Debts Written Off 272.67

Net Profit/(Loss) 7.00 (266.68)

Add. Profit brought forward (253.88) 12.79

Surplus available for appropriation (246.88) (253.89)

OPERATIONS :

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 3,05,47,369/- this year as against Rs.3,02,44,803/- for the previous year. The profit after tax for the year has increased to Rs.7,00,398/- as against Rs.5,99,204/- for the previous year.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 being end of the financial year 2010-11 and of the Profit of the Company for the year.

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

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS / AUDITORS' REPORT:

The notes and remarks of Auditors' are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance and Interest thereon have been explained in details in Para No. B-6 of Notes forming parts of Accounts for the year 31.03.2011. The Management of your Company consider the said due amount as recoverable and are hopeful for the same and therefore the provision for the same has not been done during the year.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2010- 11 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange it is outstanding.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board Place : Ahmedabad Shivkumar R. Chauhan

Date :12/08/2011 Chairman & Managing Director


Mar 31, 2010

The Directors present the EIGHTEENTH ANNUAL REPORT together with the Audited Statement of Account for tho Financial Year 2009-10 ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

As on As on 31.03.2010 31.03.2009

Profit of the year 10.81 7.13

Less: Depreciation 2.22 2.80

Profit Before Taxation(PBT) 8.59 4.33

Loss: Provision for Taxation 2.60 1.50

Profit After Tax (PAT) 5.99 2.83

Less:- Loss of Investment and Bed Debts Written Off 272.67 -

Net Profit/(Loss) (266.68) -

Add. Profit brought forward 12.79 9.96

Surplus available for appropriation (253.89) 12.79



OPERATIONS :

Despite keen competition in tho field of Foreign Exchange business, the Company was able to maintain tho sales of foreign currency of Rs 3,02,44,803/- tnis year as against Rs.6,12,02,330/- for tho previous year. The profit after tax for the year has increased to Rs.5,99,204/- as against Rs.2,82,899/- for tho previous year.

DIVIDEND:

To conserve the resources for tho future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under report, none of tho employees was in receipt of remuneration exceeding tho limit proscribed under Section 217 (2A) of the Companies Act, 1956, road with tho Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, road with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS :

Mr. Ketan N. Shah was appointed, through Postal Ballot, as Managing Director w.e.f. 8,h March, 2010 for a period of 5 years after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

Mr. Sandip R. Shah, Dr. Nayan C. Shah and Mr. Ashokkumar fl. Patel were appointed, through Postal Ballot, as Directors w.e.f. 8lh March, 2010 tor a period of 5 years after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

Two of your Directors Mr. Harshad Gandhi and Mr. Dahyabhai B. Sachaniya retires by rotation in terms of the Articles of Association of the Company, they however, being eligible, offers themselves for reappointment.

CHANGE OF CONTROL:

During the year (w.e.f. 8,h March, 2010), through Postal Ballot, the Company has approved change of Control of Management in favour of Mr. Ketan Shah & Mr. Sandip Shah after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31s1 March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

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

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AMENDMENTS OF MAIN OBJECTS OF THE COMPANY:

The Main Object Clause of the Company mentioned in Memorandum pf Association of the Company has been amended, through Postal Ballot, by deleting existed clause 1, 3, and 4 relating to ceramics and bio fuel and inserting two new clauses 2 and 3 relating to Information Technology (Software and Hardware).

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1 B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS / AUDITORS REPORT:

The notes and remarks of Auditors are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance and Interest thereon have been explained in details in Para No. 6 (i) of Notes forming parts of Accounts for the year 31.03.2010. The Management of your Company consider the said due amount as recoverable and are hopeful for the same and therefore the provision for the same has not been done during the year.

COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2010- 11 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange it is outstanding.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Shivkumar R. Chauhan

Date : 13/08/2010 Chairman




Mar 31, 2009

The Directors present the SIXTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2008-09 ended on 31st March, 2009:

1, FINANCIAL RESULTS :

(Rs. In Lacs)

As on As an 31.03.2009 31.03.2008

Profit of the year 7.13 6.78

Less: Depreciation 2.80 2.98

Profit Before Taxation(PBT) 4.33 3.81

Less: Provision tor Taxation 1.50 1.25

Prodi After Tax (PAT) 2.83 2.56

Add. Profit brought forward 9.96 7.40

Surplus available for appropriation 12.79 9.96

OPERATIONS :

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign Currency of Rs612.02 Lacs this year as against Rs 639-45 Lacs for the previous year. The profit after tax for the year increased marginally 10 Rs.2.83 lacs as against Rs.2.56 lacs far the previous year. The management is trying to improve the same and is hopeful for the same. The Board is also negotiating with other thousands for the diversification of present activity.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, me Company has not accepted any deposit in which the provision of Section 58A of the Companies Ad. 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under upon, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1973, as attended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 517 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy. Technology Absotption are not applicable,

B. FOREIGN EXCHANGE EARING & OUTGO : Foreign Exchange Earning : NIL

Foreign Excnange Outgo : NIL

DIRECTORATE:

Since the last Annual Report Mr. Dinesh M. Patel and Mr Kanayalal M.Thakor, ceased to be Directors of the Company due to their death on 28/03/2008 and 17/05/2009 respectively. The Board has placed on record its grief for the demise of these two directors and appreciated for the valuable services tendered ana me contribution made by them.

One of your Directors Mr. Shivkumar Chauhan retires by rotation in terms of the Articles of Association of the Company. He however, being eligible, offers himself for reappointment.

Mr. Nishit Ropapara appointed as an Additional Director of the Company w e.f 31st August 2009" and to continue his appointment as Director of the Company your Board has proposed necessary resolution. He is MBA with Finance and having around 3 years of experience of management finance and administration., his appointment as Director will benefit the Company The Board recommends his appointment as Director of the Company,

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant of the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

I, that in the preparation of the annual accounts, the appllicable accounting standards have been tallowed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2009 being end of the financial year 2008-09 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for 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 delecting fraud and other irregularities.

IV. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:.

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate tor their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The notes and remarks of Auditors are self-explanatory.

OBSERVATIONS OF AUDITORS/ AUDITORS REPORT:

The notes and remarks of Auditors are self-explanatory. The specific remarks of the Auditors for non-provision of value loss of Investment, Non-recovery of loan and advance and interest thereon and non-recovery of advances given for plant and machinery have been explained in details in Pare No. 6 (i).(ii) and (iii) of Notes tormina parts of Accounts for the year 31.03.2009.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2009 10 has been paid to Bombay and Ahmedabad Exchange.

ACKNOWLEDGEMENT;

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees, and Shareholders.

Registered Office: By Order of the Board

108-B/109, Sampada Building. For,Charms Industries Ltd. B/h. A. K. Patel House, Mithakali Six Roads,

Navrangpura, Ahmedabad-360009. Shivkumar R. Chauhan

DATE :31/08/2009. Chairman

 
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