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Directors Report of Emerald Leisures Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting 80th Annual Report of the company along with the audited statements of Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS F.Y. 2013-14 F.Y. 2012-13

Total Income (A) 45.78 3.89

Total Expenditure (B) 34.58 18.35

Earnings before tax & (A-B) 11.20 (14.46) depreciation

Less:

Finance Cost 235.22 140.68

Depreciation & Amortisation 3.46 1.84

Exceptional Items

Profit before lax / Loss (227.48) (156.98)

Less:

Provision for Taxation (Current) -- --

Provision for Taxation (FBT) -- --

Provision for Taxation (Deferred) -- --

Tax relation to prior years -- 7.00

Net Profit / Loss after Taxation (227.48) (163.98)

OPERATIONS FOR THE PERIOD:

The Company has continued pursuing the activity of development of sports complex on the land owned by the company at Chembur-Mumbai. The Company has been facing certain hurdles in smooth implementation of the planned development activity on account of statutory clearances and interpretation of development rules. However, the company is confident of receiving all the statutory clearances and is hopeful of completing the development as planned.

FINANCIAL RESTRUCTURING:

The Company has been regular in servicing of long term debt raised from banks. The Company is in the process of ironing out and settling pending old disputed matters. The company is hopeful that with the completion of the ongoing planned development, the company shall be well equipped to engage into a permanent business activity which shall be sustainable on a long term basis and add to shareholders'' value.

DIVIDEND

The Chairman informed the Board that in view of current year losses and accumulated losses it would be prudent, not to recommend payment of dividend on equity share capital of the Company for the financial year ended 31.03.2014. The Board arfter discussion on the matter, decided not to recommend any dividend on Equity Share Capital of the Company for the financial year ended 31.03.2014.

DIRECTORS

In accordance with the requirement of the provisions of Section - 256(2) of the companies Act, 1956 read with Article No. 160 of the Article of Association of the Company Mr. Chetan J. Mehta and Mr. Maneesh Taparia, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment. The Director''s recommend the reappointment of Mr. Chetan J. Mehta and Mr. Maneesh Taparia.

AUDITORS AND AUDITOR''S REPORT

M/s. P G. Bhagwat, Chartered Accountants, Statutory Auditors, hold office until the conclusion of the ensuing Annual Genera Meeting is eligible for re- appointment. The members are requested to consider their re - appointment for the financial year 2014-15 and authorize the Board of Directors to fix their remuneration.

The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accor dance with the provisions of section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section - 226 of the Act.

The notes on accounts, as referred to in the Auditors Report are self explanatory and a practice consistently followed , and therefore do not call for any further comments and explanations.

PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION 217(2A) AND 217(2AA) OF THE COMPANIES ACT 1956:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particu- lars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 1999 for the year ended 31st March, 2014 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

Considering the nature of activities of the company, the information required to be disclosed pursuant to the provisions of 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 relating to the conservation of energy and technology absorption is not applicable to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/ absorbed.

During the year under review, the company has neither earned any foreign exchange nor incurred any expenditure in Foreign exchange.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(iii) The Directors had 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;

(iv) The Directors have prepared the Annual Accounts for the financial year ended March 31, 2014 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of provision to sub- section (i) of Section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate from M/s H. B. Upasani & Co., Company Secretary in practice, for the year ended March 31, 2014 has been obtained.

FIXED DEPOSIT

The Company has not accepted any fixed deposits from the public during the financial year ended March 31, 2014. SHARE TRANSFER COMMITTEE MEETING

Composition: The Share Transfer Committee of the Board comprises of the following Directors namely, Mr. Rajesh Loya, Mr Chetan Mehta and Mr. Jashwant B. Mehta. The Chairman of the Committee is Mr. Rajesh Loya.

The Committee had meet 10 times respectively on 06.07.2013, 23.08.2013, 28.10.2013, 23.12.2013, 30.12.2013, 14.03.2014, 07.04.2014, 17.04.2014, 16.06.2014 and 23.06.2014. The Committee had approved 13 transfer deeds for 3855 shares and rejected 20 transfer deeds for 738 shares. The committee accepted demat request in NSDL for 26205 equity shares, for 9143 equity shares in CDSL and rejected 23 demat requests.

LISTING & ISIN NUMBER

The Company is listed with Bombay Stock Exchange having scrip code: 507265. The Company has connectivity with NSDL and CDSL and equity shares of the Company may also be held in the electronic form with any Depository Participant (DP) with whom the members/investors are having their depository account. The ISIN No. for the Equity Shares of the Company is INE044N01013. In case of any query/difficulty in any matter relating thereto may be addressed to the Registrar and Share Transfer Agent.

APPRECIATION

The Directors take this opportunity to express their gratitude and thanks to the esteemed Shareholders, Bankers, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and Local Government Departments and Bodies for there continued support and cooperation. The Directors place on the record their deep appreciation to all employees of the company for their strong ethics, excellent performance, professionalism, solidarity, commitment, dedication and initiative at all levels which enabled the company to sustain in today''s challenging environment and is looking forward to their continued support in the future as well.

By Order of the Board of Directors Emerald Leisures Limited (Formerly known as Apte Amalgamations Limited)

Sd/- Sd/- Place: Mumbai Rajesh Loya Chetan Mehta Date: May 30 2014 Director Director


Mar 31, 2013

To The Members of Apte Amalgamations Limited

The Directors have pleasure in presenting 79" Annual Report of the company along with the audited statements of Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS F.Y. F.Y. 2012-13 2011-12

Total Income (A) 3.89 1.08

Total ExpendjIUnr (B) 18.35 15.24

EarninofeMTore tax & depreciation (AT$5 (14.46) (14.16)

Unance Cost 140.68 108.19

Uepreciation & Amortisation TM 02

txcepttonai items 5

from Before lax / loss (156.95) (2.68)

Less:

Provision for Taxation (Current)

Provision for Taxation (FBT)

Provision for Taxation (Deferred)

Tax relation to prior years 9012

Net Profit / Loss after Taxation (163,98) (152.68)

OPERATIONS FOR THE PERIOD:

The Company has continued pursuing the activity of development of sports complex on the land owned by the company and subject to receiving all the statutory clearances is hopeful of carrying out the development as planned.

FINANCIAL RESTRUCTURING:

The company has successfully managed to raise long term finance from banks & is hopeful to complete the ongoing devel- . opment of sports complex project during the financial year subject to receiving necessary statutory approvals from various authorities. The Company is in the process of ironing out and settling pending old disputed matters. The company is hopeful that with the completion of the ongoing planned development, the company shall be well equipped to engage into a perma- nent business activity which shall be sustainable on a long term basis and add to shareholders'' value.

DIVIDEND

The Chairman informed the Board that in view of accumulated losses it would be prudent, not to recommend payment of dividend on equity share capital of the Company for the financial year ended 31.03.2013. The Board after discussion on the matter, decided not to recommend dividend on Equity Share Capital of the Company for the financial year ended 31.03.2013. DIRECTORS

In accordance with the requirement of the provisions of Section - 256(2) of the companies Act, 1956 read with Article No. 160 of the Article of Association of the Company Mr. Jashwant Mehta and Mr. Rajesh Loya, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment. The Director''s recommend the reappointment of Mr. Jashwant Mehta and Mr. Rajesh Loya

AUDITORS AND AUDITOR''S REPORT

M/s. P. G. Bhagwat, Chartered Accountants, Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting is eligible for re- appointment. The members are requested to consider their re - appointment for the financial year 2013-14 and authorize the Board of Directors to fix their remuneration.

The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accor- dance with the provisions of section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section - 226 of the Act.

The notes on accounts, as referred to in the Auditors Report are self explanatory and a practice consistently followed , and therefore do not call for any further comments and explanations.

PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION 217I2A) AND 217(2AA) OF THE COMPANIES ACT 1956:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particu- lars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 1999 for the year ended 31st March, 2013 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

Considering the nature of activities of the company, the information required to be disclosed pursuant to the provisions of 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 relating to the conservation of energy and technology absorption is not applicable to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/ absorbed.

During the year under review, the company has neither earned any foreign exchange nor incurred any expenditure in

Foreign exchange.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that: (i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any; i

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and esti- ¦ mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March ] 31, 2013 and of the profit of the Company for the year ended March 31, 2013; j

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- i dance 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) The Directors have prepared the Annual Accounts for the financial year ended March 31, 2013 on a going concern basis, j

SECRETARIAL COMPLIANCE CERTIFICATE j

In terms of provision to sub- section (i) of Section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate from i M/s H. B. Upasani & Co., Company Secretary in practice, for the year ended March 31, 2013 . |

FIXED DEPOSIT I

'' The Company has not accepted any fixed deposits from the public during the financial year ended March 31, 2013. ''.

SHARE TRANSFER COMMITTEE MEETING

Composition: The Share Transfer Committee of the Board comprises of the following Directors namely, Mr. Rajesh Loya, Mr. Chetan Mehta and Mr. Vaman Apte. The Chairman of the Committee is Mr. Rajesh Loya.

The Committee had meet 11 times respectively on 28.09.2012,31.10.2012,10.11.2012,31.01.2013,11.02.2013,20.02.2013, 11.03.2013, 20.03.2013, 30.03.2013, 10.04.2013 and 18.05.2013. The Committee had approved 30 transfer deeds for 3000 shares and rejected 8 transfer deeds for 840 shares. The committee accepted demat request in NSDL for 35745 equity shares, for 5380 equity shares in CDSL and rejected 4 demat request.

LISTING &ISIN NUMBER

The Company is listed with Bombay Stock Exchange having scrip code: 507265. The Company has connectivity with NSDL and CDSL and equity shares of the Company may also be held in the electronic form with any Depository Participant (DP) with whom the members/investors are having their depository account. The ISIN No. for the Equity Shares of the Company is INE044N01013. In case of any query/difficulty in any matter relating thereto may be addressed to the Registrar and Share Transfer Agent.

APPRECIATION

The Directors take this opportunity to express their gratitude and thanks to the esteemed Shareholders, Bankers, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and Local Government Departments and Bodies for there continued support and cooperation. The Directors place on the record their deep appreciation to all employees of the company for their strong ethics, excellent performance, professionalism, solidarity, commitment, dedication and initiative at all levels which enabled the company to sustain in today''s challenging environment and is looking forward to their continued support in the future as well.

By Order of the Board of Directors

APTE AMALGAMATIONS LIMITED

Sd/- Sd/-

Place: Mumbai Rajesh Loya Chetan Mehta

Date: May 30, 2013 Director Director


Mar 31, 2012

The Directors have pleasure in presenting 78th Annual Report of the company along with the audited statements of Accounts for the financial year ended March 31, 2012.

FINANCIAL, RESULTS (RS. in lacs)

PARITCULARS F.Y F.Y 2011-12 2010-11

Total income 1.08 2.54

Total Expenditure 123.76 187.92

Profit before Tax / Loss (152.68) (185.38)

Less:

Provision for Taxation (Current) - -

Provision for Taxation (FBT) - -

Provision for Taxation (Deferred) - -

Net Profit/Loss after Taxation (152.68) (185.38)

OPERATIONS FOR THE PERIOD:

In view of depressed capital markets & extreme volatility, the company has paused the business of trading in securities. The Company has commenced activity of development of sports complex on the land owned by the company and subject to receiving all the statutory clearances is hopeful of carrying out the development as planned.

FINANCIAL RESTRUCTURING:

In continuation of its efforts, the management is contemplating various measures to revive the operations of the Company. The Company is in the process of ironing out and settling old disputed matters. It is exploring different avenues of viable business activities and is hopeful of identifying and commencing the same shortly.

DIVIDEND:

The Chairman informed the Board that in view of accumulated losses it would be prudent, not to recommend payment of dividend on equity share capital of the Company for the financial year ended 31.03.2012. The Board after discussion on the matter, decided not to recommend dividend on Equity Share Capital of the Company for the financial year ended 31.03.2012. DIRECTORS

In accordance with the requirement of the provisions of Section256(2) of the companies Act, 1956 read with Article No. 160 of the Article of Association of the Company Mr. Chetan Jashwant Mehta and Mr. Maneesh Taparia, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment. The Director's recommend the reappointment of Mr. Chetan Jashwant Mehta and Mr. Maneesh Taparia GROUP Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising the 'group' are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

AyPHQRSAMDAUDIISR!S.RE-PQRT

M/s. P. 6. Bhagwat, Chartered Accountants, Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting is eligible for re- appointment. The members are requested to consider their re - appointment for the financial year 2012- 13 and authorize the Board of Directors to fix their remuneration.

The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accor- dance with the provisions of section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section - 226 of the Act.

The notes on accounts, as referred to in the Auditors Report are self explanatory and a practice consistently followed , and therefore do not call for any further comments and explanations.

PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION 217(2A) AND 217I2AA) OF THE COMPANIES ACT 1956:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particu- lars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 1999 for the year ended 31st March, 2012 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

Considenng the nature of activities of the company, the information required to be disclosed pursuant to the provisions of 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 relating to the conservation of energy and technology absorption is not applicable to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/ absorbed.

During the year under review, the company has neither earned any foreign exchange nor incurred any expenditure in Foreign exchange.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance 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) The Directors have prepared the Annual Accounts for the financial year ended March 31, 2012 on a going ooncem basis.

APPRECIATION

The Directors take this opportunity to express their gratitude and thanks to the esteemed Shareholders, Bankers, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and Local Government Departments and Bodies for there continued support and cooperation. The Directors place on the record their deep appreciation to ail employees of the company for their strong ethics, excellent performance, professionalism, solidarity, commitment, dedication and initiative at all levels which enabled the company to sustain in today's challenging environment arid is looking forward to their continued support in the future as well.

By Order of the Board of Directors Date 31st May 2012 APTE AMALGAMATIONS LIMITED

Place: Mumbai

Sd /-

Director


Mar 31, 2010

The Directors have pleasure in presenting 76th Annual Report of the company along with the audited statements of Accounts for the financial year ended March 31,2010.



Financial Results , (Rs. in lacs) F.Y. F.Y. PARTICULARS 2009-10 2008-O9

Total Income 1028.32 77.96

Total Expenditure 282.01 117.41

Profit before Tax and Depreciation 746.51 (39.14) Less:

Depreciation_ O.20 0.32

Net Profit before Taxation_ 746.31 (39.45)

Less:

Provision for Taxation (Current) (130.00 -

Provision for Taxation (FBT) (0.48) (0.20)

Provision for Taxation (Deferred) (4.04) 21.25

Net Profit after Taxation 618.05 (18.40)

OPERATIONS FOR THE PERIOD:

The company undertook the business of trading in securities and renting out of the property.

FINANCIAL RESTRUCTURING:

During the year the company has by way of slum sale hived off its undertaking and activities at Sakharwadi pursuant to the approval of the members of the company via postal ballot. The management is contemplating various other measures to revive the operations of the Company.

INCOME TAX & SALES TAX:

Income Tax assessments are completed upto the Assessment Year 2007-08, i.e. financial year ended 31" March 2007. There is no demand, interest, penalty against any of the completed assessments.

Sales Tax assessments are completed and there are no demands pending for completed assessments.

DIVIDEND

The Board discussed the matter relating to recommending dividend on the Equity Share Capital of the Company. The Chairman informed the Board that in view of accumulated losses and considering the necessity of conserving financial resources for future growth and expan- sion of the Company, it would be prudent, not to recommend payment of dividend on equity share capital of the Company for the financial year ended 31.03.2010. The Board after discussion on the matter, decided not to recommend dividend on Equity Share Capital of the Company for the financial year ended 31.03.2010.

LISTING ON BSE

The shares of the company are listed on the Bombay Stock Exchange Limited (Scrip code - 507265). BSE had suspended the trading in the shares of the company with effect from 10th September. 2001. The company has now complied with Listing Agreement and all the relevant submissions were made to BSE for revocation of suspension of trading of the equity shares. BSE has revoked the suspension of trading of shares w.e.f. 25th May, 2010.

The company has not demated the shares as it is not meeting the rietworth criteria prescribed by NSDL and CDSL for dematerialisation & will continue to accept all the physical shares certificates tendered for transfer through RTA.

REGISTRAR AND SHARE TRANSFER AGENTS

The Company has appointed

Sharex Dynamic (India) Private Limited .

(Registered office- 17/B, Dena Bank Building,

2nd floor, Horniman Circle, Fort, Mumbai 400 001.

Tel:022-2270 2485/22641376

Fax: 22641349 Email - sharexindia@vsnl.com)

as shares transfer agents of the Company from January 27, 2010. Members are requested to write to them in future for any matters pertaining to transfers / transmission/ loss of shares / issue of Duplicate Share Certificates as well as change of address or any other matters connected with the same.

DIRECTORS

In accordance with the requirement of the provisions of Section - 256(2) of the companies Act, 1956 read with Article No. 160 of the Article of Association of the Company Mr. Madhav Apte and Mr. Vaman Apte, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves tor re- appointment. The Directors recommend the reappointment of Mr. Madhav Apte and Mr. Vaman Apte.

Pursuant to the provisions of Section - 260 of the Companies Act, read with Article -139, Mr. Jashwant B. Mehta, Mr. Chetan Mehta, Mr. Rajesh Loya and Mr. Maneesh Taparia were appointed as additional Directors of the Company with effect from August 12,2010. They hold office upto the date of the forthcoming Annual General Meeting. Your company has received notice in writing from members proposing their candidature for the office of Director.

A brief resume and other details, for each of the above Directors seeking appointment are given in the notice of the forth coming Annual General Meeting. Further, the required resolutions for appointment of the above Directors at the forth coming Annual General Meeting are included in the notice convening the Annual General Meeting.

Mrs. Janhavi Apte Kothari resigned as a director of the Company from August 12,2010. The Board of Directors places on record its sincere appreciation for the valuable service rendered by Mrs. Janhavi Apte Kothari during her tenure as a Director of the Company.

Mr. V.K.Sant, Wholetime Finance Director & Company Secretary has resigned from April 12,2010. The Board of Directors places on record its sincere appreciation for the valuable service rendered by Mr. V.K.Sant during his tenure as a Finance Director of the Company.

AUDITORS AND AUDITORS REPORT

M/s. P.G.Bhagwat, Chartered Accountants, Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting is eligible for re- appointment. The members are requested to consider their re - appointment for the financial year 2010-11 and authorize the Board of Directors to fix their remuneration.

The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section -226 of the Act.

The notes on accounts, as referred to in the Auditors Report are self explanatory and a practice consistently followed, and therefore do not call for any further comments and explanations.

PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION 217(2A) AND 217(2AA) OF THE COMPA- NIES ACT 1956:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employ- ees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 1999 for the year ended 31st March,2010 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

Considering the nature of activities of the company, the information required to be disclosed pursuant to the provisions of 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 relating to the conservation of energy and technology absorption is not applicable to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/ absorbed.

During the year under review, the company has niether earned any foreign exchange nor incurred any expenditure in Foreign exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year ended March 31,2010;

(iii) The Directors had 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;

(iv) The Directors have prepared the Annual Accounts for the financial year ended March 31,2010 on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

As a part of our Corporate Social Responsibility our Policy is to support activities, which do not have any religious or political afflictions. Our Company encourages employees to actively participate in and drive such programs. We also support initiatives by our employees and their family members in rural India.

Apte regards Corporate Social Responsibility (CSR) as an investment in society and in its own future. Our goal as a responsible corporate citizen is to create social capital.

Apte wants to build its future on sustainable profit based on sound business ethics and respect for its stakeholders and be a good corporate

APTE AMALGAMATIONS LIMITED

citizen. For only by acting with professionalism and integrity, we will be able to maintain our stakeholders trust and preserve our reputation. Our Business Principles prescribe the corporate values we pursue and the responsibilities we have towards society and the environment we act with integrity, we are open and clear, we respect each other and we are socially and environmentally responsible.

APPRECIATION

The Directors take this opportunity to express their gratitude and thanks to the esteemed Shareholders, Bankers, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and Local Government Departments and Bodies for there continued support and cooperation. The Directors place on the record their deep appreciation to all employees of the company for their strong ethics, excellent performance, professionalism, solidarity, commitment, dedication and initiative at all levels which enabled the company to sustain in todays challenging environment and is looking forward to their continued support in the future as well.

On behalf of the Board of Directors

Place: Mumbai Vaman MadhavApte Date : August 12, 2010 Chairman

 
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