Mar 31, 2015
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.
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)
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)
There are no operational activities during the year under review.
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,  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.
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.
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.
The Company has not taken any fixed deposits as on date.
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.
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.
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. .
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.
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:
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)
During the year under review, the Company was not having trading activities.
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.
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.
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.
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.
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.
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
Dated :30th July, 2010