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Directors Report of Dhanlaxmi Cotex Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty-Eighth Annual Report on the business operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lacs) Particulars Year Ended Year Ended 31st March 2014 31st March 2013

Income 3656.39 4803.55

Profit/ (Loss) before Tax 194.26 180.62

Less: Provision for Tax 36.85 33.13

Add: Deferred Tax Assets 0.08 0.24

Net Profit/(Loss) after Tax 157.49 147.73

Add: Balance brought forward 1378.34 1230.61 from previous year

Balance carried to Balance Sheet 1535.83 1378.34

OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 3656.39 Lacs comprising mainly of Sale of Shares, interest & Dividend and long/short term share investments profit. Against this, the total expenses amounted to 3462.12 Lacs. As a result of this the Company has earned Net Profit of Rs.157.49 Lacs as against the profit of Rs.147.73 Lacs for the previous year

Barring unforeseen circumstances, your Directors are optimistic that the Company would be able to report better performance during the current year.

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31st March, 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 read with cl. 49 of the Listing Agreement Mr. Naveen Vyas, Mr. Vijaykumar Moyal - Independent Directors of the Company are to be re-appointed at Annual General Meeting for a period of five years starting from 30th September, 2014.

Brief profile of the Director''s proposed to be re-appointed is annexed to the Notice of the ensuring Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, 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 were 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 year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis;

(v) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or

more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

AUDITORS:

The retiring Auditors M/s .S. G Kabra& Co., Chartered Accountants, Mumbai, have been re-appointed to hold office till the conclusion of the 28th Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified under section 224(1)(B) of the Companies Act, 1956.

AUDITORS'' REPORT:

Observations made by the Auditors in their report read with the relevant Notes to the Accounts are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with section 383A, of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in whole time practice confirming that the company has complied with all the provisions of the Act and copy of such certificate annexed to this report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as also a Management Discussion and Analysis Report along with a certificate from Mr. Ramesh Mishra , Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 4,87,13,500/- consisting of 48,71,350 equity shares of face value of Rs.10/- each.

2. The Board of Directors of the company consists of 4 Directors. Out of which 2 directors namely Mr. Ramautar S. Jhawar and Mr. Mahesh S. Jhawar are executive directors; and Mr. Naveen Vyas and Mr. Vijaykumar Moyal are 2 Independent Directors.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 18,90,400 equity shares of Rs.10/- each amounting to 38.81 %. However 49600 shares bought by the Promoters have not been taken into account.

5. There was no un-paid dividend during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world in connection with shares and securities .

2. The Company''s risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives''

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of

the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and

Remuneration and Stakeholders Relationship Committee consisting of Three (3) of Independent

Directors Mr. Vijaykumar Moyal, Mr. Naveen Vyas and Mr. Mahesh Jhawar. Mr. Vijaykumar Moyal being the

Chairman of the Committee.

The List of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCEOFTHEBOARDANDCOMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s)

based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy.

3. The Independent Directors only received sitting fees.

4. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

5. The Credit Policy, Loan Policy and compliances were reviewed;

6. Implementation of Risk Management Policy DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

RELATED PARTY TRANSACTIONS:

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company''s employees for their collective contribution to the Company''s improved performance.

For and behalf of the Board Sd/- Place: Mumbai Ramautar S. Jhawar Date: 30th May, 2014 Chairman & Managing Director

Registered Office: 285, Princess Street, 2nd Floor, Chaturbhuj Jivandas House, Mumbai- 400 002


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Twenty-Seventh Annual Report on the business operations of the Company along with the Audited Statement of Accounts for the year ended 31" March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs) Particulars Year Ended Year Ended 31st March 2013 31st March 2012

Income 4803.55 3267.91

Profit/ (Loss) before Tax 160.62 26.90

Less: Provision for Tax 33.13 2.09

Add: Deferred Tax Assets 0.24 0.05

Net Proftt/(Loss) after Tax 147.73 24.86

Add: Balance brought forward from previous year 1230.61 1205.75

Balance carried to Balance Sheet 1378.34 1230.61

OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 4803.55 Lacs comprising mainly of Sale of Shares, interest & Dividend and long term share investments profit. Against this, the total expenses amounted to 4622.93 Lacs. As a result of this the Company has earned Net Profit of Rs.147.73 Lacs as against the profit of Rs.24.86 Lacs for the previous year Barring unforeseen circumstances, your Directors are optimistic that the Company would be able to report better performance during the current year.

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 3f" March, 2013.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Naveen Vyas, Director is liable to retire by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting. A brief profile of the Directors proposed to be re- appointed is annexed to the Notice of the ensuing Annual General Meeting.

The Remuneration committee at their meeting held on 11th August 2012 approved the tenure & Terms and conditions of managerial remuneration of the Managing and Wholetime Director of the Company effective from 1st August 2012.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- 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 as at 31" March, 2013 and of the profit of the Company for that period;

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

- that the Annual Accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

AUDITORS:

M/s. S. G. Kabra & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to appoint the Auditors for the current year and to authorize the Board to fix their remuneration.

AUDITORS'' REPORT:

Observations made by the Auditors in their report read with the relevant Notes to the Accounts are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the recent amendment in Section 383A of the Companies Act, 1956, all such Companies whose paid up share capital is Rs.10 Lacs and above but less than Rs. 5 Crore are required to obtain a Compliance Certificate for the year ended 31" March, 2013 is obtained from Mr. Ramesh Mishra Company Secretary and the same is attached.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as also a Management Discussion and Analysis Report along with a certificate from Mr. Ramesh Mishra , Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no foreign exchange earnings and outgo during the year under review. Information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable in view of the nature of operations of your Company.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates:

The Board wishes to place on record their sincere appreciation to all the Company''s employees for their collective contribution to the Company''s improved performance.

For and behalf of the Board

Sd/-

Place: Mumbai Ramautar S. Jhawar

Date: 22nd May, 2013 Chairman & Managing Director

Registered Office:

285, Princess Street 2nd Floor.

Chaturbhuj Jivandas House,

Mumbai- 400 002


Mar 31, 2012

The Directors have pleasure in presenting their 26th Annual Report on the business operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31th March 2012 31st March 2011

Income 3267.91 3016.93

Profit/ Loss before Tax 26.90 68.75

Less: Provision for Tax 2.09 8.78

Add: Deferred Tax Assets 0.05 0.12

Net Profit/Loss after Tax 24.86 60.09

Add: Balance brought forward from previous year 1205.75 1145.66

Balance carried to Balance Sheet 1230.61 1205.75



OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 3267.91 Lacs comprising mainly of Sale of Shares, interest, Dividend and long term share investments profit, against this, the total expenses amounted to 3241.00 Lacs. As a result of this the Company has earned Net Profit of Rs. 24.86 as against the profit of Rs.60.09 Lacs for the previous year. After balance brought forward from last year of Rs.1205.75 Lacs, a balance of Rs.1230.61 Lacs has been carried forward to the Balance Sheet.

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31st March, 2012.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Vijay Kumar Moyal Director is liable to retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. A brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- 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 as at 31st March, 2012 and of the profit of the Company for that period;

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

- that the Annual Accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

AUDITORS:

M/s. S. G. Kabra & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to appoint the Auditors for the current year and to authorize the Board to fix their remuneration.

AUDITORS' REPORT:

Observations made by the Auditors in their report read with the relevant Notes to the Accounts are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the recent amendment in Section 383A of the Companies Act, 1956, all such Companies whose paid up share capital is Rs.10 Lacs and above but less than Rs. 5 Crore are required to obtain a Compliance Certificate for the year ended 31st March, 2012. The Company has obtained from Mr. Ramesh Mishra Company Secretary the compliance certificate and the same is attached in this report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with floe Management Discussion and Analysis Report and a certificate from Mr. Ramesh Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of (he Using Agreement with the Stock Exchange is

annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 195$:

During the year under review, none of the empioyees«ff1he Company whether employed for the whole year or part thereof, was in receipt of remuneca&on aggregating to or m excess of the fcnits specified under Section 217(2A) of the Companies Act, 1956, lead wiBiIhe Companies (Pa*t!fcutofs«f Employees) Rules, 1975 as amended. Hence, no particulars are .required to be furnished in connection with the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FORBGN EXCHANGE EARNINGS AND OUTGO:

There are no foreign exchange earnings and otflge during the year under review. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable in view of the nature of operations of your Company.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitade for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Airihontees and aB other business

associates.

The Board wishes to place on record their sin cere appreciation to aft ttte Company's employees for their collective contribution to the Company's improved performance.



For and on behalf of the Board

Sd-

Place: Mumbai Ramautar Jhamar

Date : 11th August, 2012 Chairman & Managing Director



Registered Office:

285, Princess Street, 2nd Floor,

Chaturbhuj Jivandas House,

Mumbai- 400 002


Mar 31, 2010

The Directors have pleasure in presenting their Twenty-Forth Annual Report on the business operations of the Company along with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rs. in Lacs) Particulars Year Ended Year Ended 31st March 2010 31st March 2009

Income from Operations 4050.24 926.04

Profit/Loss before Depreciation & Tax 69.74 8.18

Less: Depreciation 01.81 1.77 Profit/ Loss before Tax 67.93 6.41

Less: Provision for Tax 08.81 0.00

Less: Fringe Benefit Tax 00.0 0.31

Add: Deferred Tax Assets Adjustments 0.18 0.18

Net Profit/Loss after Tax 59.30 6.29

Add: Balance brought forward from previous year 1086.36 1080.07

Balance carried to Balance Sheet 1145.66 1086.36

OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 4050.24 Lacs comprising mainly of Sale of Shares, interest & Dividend and long term share investments profit. Against this, the total expenses amounted to Rs. 3982.30 Lacs. As a result of this the Company has earned Net Profit of Rs. 59.30 Lacs as against the profit of Rs.6.29 Lacs for the previous year. After balance brought forward from last year of Rs.1086.36 Lacs, a balance of Rs. 1145.66 Lacs has been carried forward to the Balance Sheet.

Barring unforeseen circumstances, your Directors are optimistic that the Company would be able to report better performance during the current year.

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31" March, 2010.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Vijaykumar Moyal Director are liable to retire by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting. A brief profile of the Directors proposed to be re- appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

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 as at 31" March, 2010 and of the profit of the Company for that period;

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

that the Annual Accounts for the year ended March 31,2010 have been prepared on a going concern basis.

AUDITORS:

M/s. S. G. Kabra & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to appoint the Auditors for the current year and to authorize the Board to fix their remuneration.

AUDITORS REPORT:

Observations made by the Auditors in their report read with the relevant Notes to the Accounts are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies, Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the recent amendment in Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31" March, 2010 obtained from Mr. Ramesh Mishra Company Secretary practice forms a part of the Annual Report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as also a Management Discussion and Analysis Report along with a certificate from Mr. Ramesh Mishra , Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no foreign exchange earnings and outgo during the year under review. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable in view of the nature of operations of your Company.

A CKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Companys employees for their collective contribution to the Companys improved performance.

For and on behalf of the Board

Place: Mumbai Ramautar Jhawar

Dated: 13th August, 2010 Chairman & Managing Director

 
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