Mar 31, 2015
Dear Members,
The directors have pleasure in presenting their 44th Annual Report on
the business and operations of the company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
2014-2015 2013-2014
Gross Sales and Other Income 894550 835866
Profit before Depreciation and Taxation 384379 511027
Less: (i) Depreciation . 644 786
(ii) Provisions for Taxation 117566 160000
(Including FBT & Deferred tax)
Profit after Taxation 266169 350241
Add: Profit/ (Loss) brought forward from (7171351) (7521592)
previous year
Profit/(Loss) available for appropriation (6905182) (7171351)
Appropriation
i) Proposed Dividend on Preference Shares 0 0
ii) Proposed Dividend on Equity Shares 0 0
iii) Tax on Dividend 0 0
iv) Transferred to General Reserve 0 0
Balance carried to Balance Sheet (6905182) (7171351)
OPERATIONS:
There are no operational activities during the year under review.
DIVIDEND
Keeping in view, the financial & liquidity positions of the company the
directors are not recommending any dividend.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sushil Kumar Thirani, Director retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for reappointment.
During the year, Mrs. Nandini Mehta has been appointed as a Director of
the Company thus complying with the provisions for woman director in a
listed company.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure I .
PARTICULARS OF EMPLOYEES:
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there were no managerial personnel taking a
salary or remuneration from the company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment. A copy of the Sexual Harassment policy has been kept in the
company premises and is available for viewing of the Company's
employees and shareholders.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2014-15, [05] meetings of the Board of
Directors of the company were held, the details of which are given as
below. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Sr. Date of meetings Attendance at Board Meeting
No held
S. K. Thirani A. K. Chopra
1 May 15th 2014 Yes Yes
2 August 11th 2014 Yes Yes
3 November 14th 2014 Yes Yes
4 January 27th 2015 Yes Yes
5 March 23rd 2015 Yes Yes
Sr. Date of meetings Attendance at Board Meeting
No held
P. K. Jatwala Nandini Mehta
1 May 15th 2014 Yes -
2 August 11th 2014 Yes -
3 November 14th 2014 Yes -
4 January 27th 2015 Yes -
5 March 23rd 2015 Yes Yes
*Smt. Nandini Mehta was appointed as a Director of the Company on 23rd
March 2015.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT. IF ANY:
The Company has no independent director(s) as on date.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act, the company has
no subsidiaries, associate companies or joint ventures as on date.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS' REPORT:-
The observations made in the Auditors' Report, read with the relevant
notes thereon are self-explanatory and on the same do not call for any
further comments.
FIXED DEPOSITS:-
The Company has not taken any fixed deposits as on date.
AUDITORS:-
The Auditors, M/s Lalit Bajaj & Associates, Chartered Accountants,
retire at the ensuing Annual General Meeting and, being eligible; offer
themselves for reappointment for a period of One Year from the
conclusion of this Annual General Meeting [AGM] till the conclusion of
the next Annual General Meeting.
DISCLOSURE ABOUT COST AUDIT:
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company for the FY 2014-15
SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Act and Rules made there under, M/s.
Ragini Chokshi & Co., Practicing Company Secretary has been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure II to this report.
The comments on the Secretarial Audit Report are as follows:
1) The Comments by the Secretarial Auditor in the report have been
noted and will be complied with in the future.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-
Pursuant to the provisions of section 205A(5) and 205C of the Companies
Act, 1956, no relevant amounts remained unpaid or unclaimed for a
period of seven years and no transfers were made to the Investors
Education and Protection Fund.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements set out
by the Regulatory/Government.
Your company has implemented several best practices though not
mandatory as part of good corporate governance.
ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.
(a) CONSERVATION OF ENERGY
Your Company was conserving the energy in the past.
(b) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company not had any foreign exchange
earnings or outgo.
RELATED PARTY TRANSACTIONS
There were no contracts and job work arrangements entered into by the
company in accordance with the provisions of Section 188 of the
Companies Act, 2013. Particulars of Loans, Guarantees or Investments in
accordance with the Section 186 of the Companies Act, 2013. .
RISK MANAGEMENT
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the same;
CORPORATE SOCIAL RESPONSIBILITY
The Company didn't have a positive average net profit during the three
immediately preceding financial years and in pursuance of its corporate
social responsibility and in pursuance of Clause (o) of Sub Section (3)
of Section 134 the company deemed it was not possible to spend any sums
for CSR policies.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere
appreciation for the timely and excellent assistance and co-operation
extended by Financial Institutions, Bankers, Customers, stakeholders
and other statutory authorities. Your Directors place on record their
deep appreciation for the exemplary contribution made by the employees
at all levels.
On Behalf of the Board
Place: Mumbai S. K. Thirani
Date: 10th August, 2015 Chairman
Mar 31, 2010
The Directors present the 39th Audited Statement of Accounts of the
Company for the year ended 31st March, 2010:
FINANCIAL RESULTS:
For the year For the year
ended 31.3.2010 ended 31.3.2009
(Rs. In lacs) (Rs. in Lacs)
Total Income 6.65 8.14
Profit/(Loss) before provision
of Depreciation & Taxation 3.73 5.71
Less:
(i) Depreciation 0.02
(ii) Taxation 0.95 0.97 2.02
Net Profit (Loss) 2.76 3.69
Add/Less: Net loss
brought forward (87.71) (91.40)
Net Loss carried to
Balance Sheet (84.95) (87.71)
OPERATIONS:
During the year under review, the Company was not having trading
activities.
DIVIDEND:
In view of the insufficient profit for the year under review and
carried forward losses, your Directors do not recommend any Dividend
for the year.
DIRECTORS:
Dr. A.K. Garg retire by rotation at the ensuing Annual General Meeting
and being eligible and offer himself for re-appointment as a Director
of the Company at the forthcoming Annual General Meeting.
Mr. Anil Gadodia tendered his resignation from the office of the
Director of the Company with effect from 28th January 2010 during the
year under review.
Mr. A.K. Chopra was appointed as an additional director of your company
with affect from 28th January, 2010 and holds office till the
conclusion of ensuing annual general meeting. The approval of the
shareholders is being sought to the appointment of Mr. A.K. Chopra as a
director of your company.
DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of Companies Act, 1956, your
Directors subscribe to the "Directors Responsibility Statement" and
confirm as under: -
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 the end of the financial year and of the
profit or loss of the company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act 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 REPORT:
The Paid-up Capital of the Company is less than Rs. 3.00 Crores. Hence
the Corporate Governance Report as required by clause 49 of the Listing
Agreement with Stock Exchange is not applicable to the Company.
AUDITORS:
The Companys Auditors M/s. Jaitlia & Co., Chartered Accountants,
retire at the conclusion of this ensuing Annual General Meeting and are
eligible for re-appointment.
AUDITORS REPORT:
The Auditors have qualified the Report for not making provision for
doubtful Sundry Debtors of Rs. 8,49,263/- and Loans and Advances of
Rs. 3,25,921/-. The provisions for the same have not been made because
the Management is still making efforts to recover the same and hopeful
to recover the same.
PARTICULARS OF EMPOYEES:
The Company has no employees, whose particulars are required to be
furnished under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
COMPLIANCE CERTIFICATE:
A Compliance Certificate required under Section 383-A of the Companies
Act, 1956 read with Sub-Rule (1) of Rule 3 of the Companies (Compliance
Certificate) Rules 2001, obtained from the Practising Company
Secretaries, Mumbai for the year ended 31 st March, 2010 has been
attached with this report.
ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES1988.
There is no Foreign Exchange earning nor outgo during the year under
review.
Other information are not applicable to this Company.
ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the
sincere co-operation extended by the Shareholders during the year.
For and on behalf of the Board
(S.K.Thirani)
Chairman
Place: Mumbai
Dated :30th July, 2010
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