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Directors Report of Gaurav Mercantiles Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have the pleasure in presenting their 30th Annual Report cm The business and operations of the Company for the year ended 3st March, 2015 together with the acted accounts for the year entree 31-03-2015.

FINANCIAL RESULTS;

The financial results of the Company are summarized as under:

(Amount INR) Particulars March 31, 2015 March 31, 2014

Income:

Revenue from Operations 77.23.007 0

Other Income 54.27,062 29,78,378

Total Revenue (A) 1,31,50,069 29,78,378

Expenditure:

Cost of Materials Consumed 73,95,924 0

Changes in Inventories of Finished goods 0 0

Employee Benefits Expenses 8,94,420 6,61.421

Finance Costs 16 0

Depreciation and Amortization Expenses 6,06.731 3,10.050

Operating & Other Expenses 19,90,776 10,62,452

Total Expenses (B) 1,08,37,917 20,33,023

Profit Before Tax (A-B) 22,02,152 9,44.455

Tax Expenses:

(1) Current Tax 4,30,313 2,09,066

(2) Deferred Tax (1,24,770) (18,711)

Profit for the year 19,56,109 7,54,030

Appropriated as under;

Dividend proposed 0 0

Tax on Proposed Dividend 0 0

General Reserve 0 0

Balance carried to Balance sheet 19,53,109 7.54,080

Total 18,56,109 7,54,08O

Earnings per Equity Share

(1) Basic 0.98 0.38

(2) Diluted 0.98 0.38

DIVIDEND:

The Directors have decided not to renamed any dividend for the year, no as to create sufficient reserves for future expansion of the Company.

RESERVES:

The Company has not created any specific reserve for the year under review.

OPERATIONS;

During the year under review, the Company earned total income Rs 131,50 lacs, After accounting tor expenses, the Company earned a net profit of Rs. 19,561 lacs during the year under review is against a profit of earlier year Rs.7.54 lacs. Your Directors hope to do better and starts its operating in the current year.

CHANGE IN THE NATURE OF BUSINESS IF ANY:-

The company has not change its nature of business for the year under review,

DIRECTORS:

a. Mr. Tamil Praiap Bohra of office up to the date of the ensign Annual General Meeting and retires by rotation and being eligible, offers himself tor re-appointment. 'The Board of Directors recommends his appointment.

It has been proposed to make the composition of the Board In none with Section 152 of the Companies Act, 2013 on account of provisions of Section 152 (ii) of the Companies Act, 2013-

b, The Company has received a notice in writing from a member proposing his candidature for the officer at Director, be and is hereby appointed as vote e-voting Director Id Mr. Dilip Trilokchand Bohra having DIN Mo. 0G2853Tl)of the Company whose parted of office shall not be subject to retirement by way of rotation. the aforesaid appointment will be for a period of 1 year with effect from the date of the Annual General Meeting."

SHARE CAPITAL:

The paid up equity spirals on March 31, 2015 was Rs.2,00,00,000/- (Rupees Two Crores Only), The company has not issued share's with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31,2015 was Fte.1.94 Lacs. The company continues to focus on judicious management of its forcing capital, Receivables, inventories and other wording capital parameters were kept under strict check through continue us monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Ant, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVE5TMENTS:

The Company has not given amt loan, guarantees or made any investments exceed sixty per cent of its paid-up share capital, free reserves anc- securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as proscribed in Section 186 Of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY;

The Company has an Internal Curator System, commensurate with the size, scoter and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Mutual, TO maintain its objectivity and independence: the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to tie. Chairman & Managing Director,

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and offices at fill locations of the Company. Basso on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the control s. Significant audit observations and recommendations along with corrective act one thereon are resented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

The Company is not coming under die criteria as mentioned in Section I3fi of the Companies Act, 201-3 which Specifies the requirement of terming the Corporate Social Responsibility Committee.

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

The details of conservation of energy, technology absorption, foreign securing earnings and outgo ate as for lows;

a) Conservation of Energy NOT APPLICABLE

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the company to- utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment's

(iv) Technology absorption - NOT APPLICABLE

(i) the efforts made towards technology absorption

(ii) the benefits received like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during The last free years reckoned (return the beginning of the financial year)-

(a) the details of technology imported

(b) the year of report;

(c) whether the technology beer fully absorbed

(d) if not slowly sorbet, areas where absorption has net taken place, and to reasons thereof

(iv) the expenditure incurred an Research and Development

(c) Foreign exchange earnings and Outgo:

During the period under review there was no "foreign exchange earnings or out flow.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS;

During the year under review. your Company enjoyed crucial relationship with workers and employees at nil levels.

DIRECTOR'S RESPONSIBILITY STATEMENT;

In terms of Section 134 (5) of the Companies Act. 2013. the directors would like to state that:

i) In the prepared on of the annual accounts, the applicable accounting standards have been for lowed.

ii) The directors have selected such accounting of ices and applied that insistently 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 or loss of the Company financial year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of tariffs Act for safeguarding the assets of the Company and for primarily and detectably fraud and other irregularities.

iv) The directors have prepared The annual accounts on a going concern basis.

v) The directors had laid down internal financial control s to be for lowed by the company and ;hat such internal financial control s are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions at were entered into being The financial year were on arm's length basis and were in the ordinary course of the business. There are no mainly significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated reasons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has- approved a Code of Conduct which is applicable to the Members of the Board and al! employees in the course of day to day business operations of the company. The company down by the Board is known as "code of business conduct" which forma an Appendix it; the Code. The Code has been posted on the Company's website www.gmailmumbai.com.

The Code lays dawn (Re standard procedure or bushes conduct which Is expected to us for lowed by tie Directors and it* designated employees in their business dealings and in particular on matters relating to integrity in the work place, I business practices and in dealing with stakeholders. The Code gives guidance through Examples or the expected behave from an employer} in a given situation and the reporting structure.

All The Board Members and the Senior Management personnel have confirmed compliance with the Cods-.

All Management Staff were given appropriate training m this regard.

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 (invention. Prohibition and redressed Act. 2013 has been notified on 8th December. 2013. Under the said Act even the company Is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment M work pace of any women employee. Company has accepted B of icy for prevention of Sexual Harassment of Women a workplace and has of on Committee to- implementation of sad of icy. During the year Company has not received arid complaint of harassment.

VIGIL MECHANISM1 WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with Instance of fraud and mismanagement. if any.

In staying true to our values at Strength, Performance and Passion and in line with our vision of coin one of the mod respected companies in India, the Company is commuted to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement. if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will he meted out to any person for a genuinely raised concern.

A nigh revel Committee has been constituted which looks into the complaints raised. The Committee sports to the Audit Committee and the Board.

PREVENTS OF INSIDER TRADING,

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate fading in securities by the Directors and designated employees of the Company. The Code requires ore-clearance for dealing in the Compare - shares and prohibits the purchase or sale of Company shares by the Directors and the designates employees which possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is dosed. The Beard is responsible for Implementation of the Code.

An Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report board together with. relevant notes thereon are self explanatory and hence of call or any further comments under Section 194 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act. 2013 the Company has obtained a secretarial audit repel Certain observations made in the report watery regard to hen tiling of some forms were mainly due to ambiguity and unreality of applicability of the same tor the relevant period. However, the company would ensure in future that all the provisions art complied to the fullest exit-of.

AUDITORS:

The Auditors M/s P. Anrawal & Co. Chartered Accountants, (Firm Registration No. 302082E), Mumbai. retire at the conclusion of the ensuing Annual General Meeting and being eligible offer them salves 'or re-appointment.

SECRETARIAL AUDIT:

Pursuant to over visions of section 204 of the Companies Act. 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ws. M. K. Saraswat & Associates. a firm of Company Secretaries in attracted undertake the Secretarial Audit of I he Company. The Secretarial Audit report is indexed herewith as "Annexure A"

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 5 as a part of this Annual Report as "Annexure B'.

BUSINESS RISK MANAGEWENT;

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the company has constituted e. business risk management committee. The details of the committee and its "arms of reference are set out in the corporate governance report forming part of One Boards report,

Al present the company has not Identified any element of risk which may threaten the existence of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by rho Regulators or Courts or Tribunal Act which would impact the going concern status of the Company and its future operation.

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

As part of Company's Safety Excellence Journey which aims to achieve ultimate Goal of Zero Injuries to it 3 employees and at stakeholders associated with the Company's operations. Company provides a safe and healthy workplace focusing on resting, right Safety Culture across the organization

PARTICULARS OF EMPLOYEES:

The Information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 13 & of the after, the reports and accounts are being sent to the members and others enrollment thereto, excluding the information on employees' particulars which is available Tor inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in Inspecting the same, such member may write to the company secretary in governance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &. ANALYSIS REPORTS

The Corporate Governance and Management Discussion &. Analysis Report, which form an integral part of (his Report, a/e set out as separate Annexure. together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 4ft of the Listing Agree memo.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Governing of, Local Bodies, Customers, 5i.ppl.ers. Executives, Staff and workers at all levels for their continuous cooperation and assistance.

To and on behalf of the

Board & Directors

Place: Mumbai Pratap Singh Bohra

Date: 23th May, 2015 Chairman cum Director


Mar 31, 2014

The Directors have the pleasure in presenting their 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014 and on the state of affairs of the Company as on the date of this report.

FINANCIAL HIGHLIGHTS:

The financial results of the Company are summarized as under:

Particulars Current Year Previous Year (Rs.) (Rs.)

a) Sales & Other Income 29,78,378 96,42,502

b) Operating Profit / (Loss) Before Finance Cost, Depreciation and amortization expenses and Taxes 12,96,687 23,16,918

c) Less: Finance Cost 0 2,97,085

d) Profit / (Loss) before Depreciation and taxes 12,54,505 20,19,833

e) Less: Depreciation and amortization expenses 3,10,050 3,08,067

f) Profit / (Loss) before taxes 9,44,455 17,11,766

g) Less: Provision for taxes 1,90,375 5,12,428

h) Profit / (Loss) after tax 7,54,080 11,99,338

i) Prior period adjustments 0 0

j) Dividend (Proposed) 0 0

k) Dividend ( Interim) 0 0

l) Dividend Tax 0 0

m)Transfer to General Reserve 0 0

n) Brought Forward Profit/(Loss) 93,17,056 81,17,719

o) Balance of Profit carried to Balance sheet 1,00,71,136 93,17,057

DIVIDEND:

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for future expansion of the Company.

OPERATIONS:

During the year under review, the Company earned other income of Rs.29.78 lacs on account of Interest, Dividend etc. After accounting for expenses, the Company earned a net profit of Rs.7.54 lacs during the year under review as against a profit of earlier year Rs.11.99 lacs. Your Directors hope to do better and start its operations in the current year.

DIRECTORS:

Mr Pratap Singh Bohra holds office up to the date of the ensuing Annual General Meeting and retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his appointment.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152 (6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

Your Directors have proposed to alter the terms of appointment of Kamal Singh Baid so as to make him Independent Director for a term of 5 years and he shall not retire by rotation.

The Company at its Board Meeting held on 11th August, 2014, appointed Mr. Jagdishchandra Ghumara and Ms Rachana Tiwari as Additional Directors of the Company. Both hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Jagdishchandra Ghumara and Ms Rachana Tiwari for appointment as Independent Directors for a term of 5 years each.

PUBLIC DEPOSITS:

During the year under review; your Company has not accepted any deposits from the public.

AUDITORS:

The Statutory Auditors, M/s. Majithia & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105871W), hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have expressed their inability to be reappointed as Statutory Auditors of the Company for the financial year 2014-15. The Company has received a notice in writing of their unwillingness to be reappointed. Hence it is proposed to appoint M/s G. P. Agrawal & Co in place of the existing statutory auditors.

The M/s G. P. Agrawal & Co., Chartered Accountants, (Firm Registration No. 302082E), had confirmed that their appointment, if approved by members, would be within the ceilings specified in the Companies Act, 2013. The Audit Committee of the Board has recommended their appointment for a period of 5 years from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 6th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

The Board of Directors recommends appointment of M/s G. P. Agrawal & Co. as Statutory Auditors.

REPLY TO AUDITORS' COMMENTS:

Auditors Qualifications/ Remarks: No qualification / Remarks.

Reply to Auditors Qualification:

Not Applicable.

PARTICULARS OF EMPLOYEES:

Details as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 is not provided since there is no employee drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. as remuneration.

DISCLOSURE PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

Energy Conservation:

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

Technology Absorption:

Considering the basic activities of the Company, there was no technology absorption.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance as stipulated under aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the period under the review, as required under Clause 49 of the Listing Agreement, is presented in various sections forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed;

ii. We 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 of the Company for that period;

iii. We 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. We have prepared the annual accounts on a "going concern basis".

COMPLIANCE CERTIFICATE:

In accordance with the requirements of Section 383A of the Companies Act, 1956, a Certificate from a Company Secretary in Whole - Time Practice certifying compliance with legal requirements for the year ended 31st March, 2014 is enclosed.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to the Stock Exchange.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company in ensuring the high levels of performance and growth that your Company has achieved during the year.

For Gaurav Mercantiles Limited

Pratap Singh Bohra

Chairman

Place: Mumbai

Date: 11th August, 2014


Mar 31, 2013

The Directors have the pleasure in presenting their 2Sih Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013 and on the state of affairs of the Company as on the date of this report.

FINANCIAL HIGHLIGHTS:

The financial results at the Company are summarized as under:

Particulars Current Year Previous Year Rs Rs

a) Sales & Other Income 96,42,502 26,32.65, 642

b) Operating Profit/ (Loss) Before Finance Cost. Depreciation and amortization expenses and Taxes 23,16,918 57,12,402

c) Less: Finance Cost 2,97,085 17,68,278

d) Profit / (Loss) before Depreciation and taxes 20,19,833 39.44,124

e) Less: Depreciation and amortization expenses 3,06,067 3,01,053

1) Profit/(Loss) before taxes 17,11,766 36.43,071

g) Less: Provision for taxes 5,12,428 11,58,594

h} Profit / (Loss) after tax 11,93,338 24,84,477

i) Prior period adjustments 0 0

j) Dividend [Proposed)

k) Dividend (Interim) 0 0

l) Dividend Tax 0 0

m) Transfer to General Reserve 0 0

n) Brought Forward Profit/ (LOSS) 81,17,719 56,33,243

o) Balance of Profit carried to Balance sheet 93,17,057 81,17,720

DIVIDEND

The Directors have decided not to recommend any dividend for the year so as to create sufficient reserves for future expansion of the Company.

DIRECTORS

In pursuance in the Companies Ad, 195& and Articles of Association of the Company; Mr. Kamal Singh Baici retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends h is appointment.

PUBLFC DEPOSITS:

During the year under review; your Company has not accepted any deposits from the public.

AUDITORS:

The Statutory Auditors, M/s. Majithia & Associates, Chartered Accountants. Mumbai (Firm Registration No. 10&671W), hold office till the conclusion of the ensuing Annual General Meeting, The Auditors have given the necessary certificate confirming that they are eligible for re- appointment

The Company has received a letter from them to the effect that their re-appointment. if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 220 of the said Act. The Board of Directors recommends The re-appointment as Statutory Auditors,

REPLY TO AUDITORS' COMMENTS:

Auditors Qualifications/ Remarks:

As per AS 15 "Employee Benefits:' issued by the ICAI, provision for benefits in reaped of gratuity is to be made as per actuarial nation were as the Company has made the provision on estimation basis.

Reply to Auditors. Qualification:

The Company has very few employees and therefore decided to calculate the liability as per provisions of The Payment of Gratuity Act instead of getting actuarial valuation and the same is disclosed in Note no. 19(7)(a) PARTICULARS OF EMPLOYEES:

Details as required under Section 217(2A) of the Companies Ad, 1956 read with the Companies (Particulars of Employees} Amendment Rules, 2011 is not provided since them is no employee drawing mo re than Rs.6u,C0,000/- p.a, or Rs 5,00,000/- p.m. as remuneration. DISC LOSURE PU RS U ANT TO SECTI ON 217(1 )(e) OF TH E COM PAN IES ACT, 195*: Energy Conservation;

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been Implemented, Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

Technology Absorption:

Considering the basic activities of the Company, there was no technology absorption,

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange a Outgo: Nil

CORPORATE GOVERNANCE:

The Company is committed to maintain the standards Of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance as stipulated under Clause 49 Office Listing Agreement forms part of this Annual Report.

The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance as stimulated under aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the period unfed the review, as required under Clause 49 of the bating Agreement, Is presented in various sections forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217[2AA} of the Companies Act, 1956 with respect to Directors- Responsibility State merit, it is hereby confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March. 2013. the applicable accounting standards had been followed;

ii. We have selected such accounting policies and applied them cons instantly 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 of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the as its of the Company and tor preventing and deducing fraud and other irregularities;

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

COMPLIANCE CERTIFICATE:

In accordance with the requirements of Section 383A of the Companies Act, 1956, a Certificate from a Company Secretary in Whole - Time Practice certifying compliance with legal requirements for the year ended 31st March, 2013 is enclosed,

LISTING OF EQUITY SHARES:

The Company's equity shares are fished on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to the Stock Exchange.

ACKNOWLEDGEMENTS:

Your Director would like Jo express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and Remembers during the year uncertainty review,

Your Directors wish to place on record their next sense of appreciation for the committed services by the executives, staff and workers of the Company in ensuring the high levels of performance and growth that your Company has achieved during the year.

For Gaurav Mercantiles Limited

Pratap Singh Bohra

Chairman

Place: Mumbai

Date : 13th Jura, 2D13


Mar 31, 2012

The Directors have the pleasure in presenting their 27th Annual Report together with the Audited statement of accounts of the company for the year ended 31st March, 2012 and on the state of affairs of the Company.

FINANCIAL HIGHLIGHTS

The financial results of the company are summarized as under:

Particulars Current Year Previous Year Rs. Rs.

a) Sales & Other Income 263,265,642 4,644,543

b) Operating Profit / (Loss) Before Finance Cost, Depreciation and amortization expenses and Taxes 57,12,402 3,854,216

c) Less: Finance Cost 1,768,278 26,925

d) Profit / (Loss) before Depreciation and taxes 3,944,124 3,827,291

e) Less: Depreciation and amortization expenses 301,053 219,742

f) Profit / (Loss) before taxes 3,643,071 3,607,549

g) Less: Provision for taxes 1,158,594 1,056,848

h) Profit / (Loss) after tax 2,484,477 2,550,701

I) Prior period adjustments 0 0

j) Dividend (Proposed)

k) Dividend (Interim) 0 0

I) Dividend Tax 0 0

m) Transfer to General Reserve 0 0

n) Brought Forward Profit/(Loss) 5,633,243 3,082,542

o) Balance of Profit carried to Balance sheet 8,117,719 5,633,243

DIVIDEND

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for future expansion of the Company.

OPERATIONS

The Financial Year 2011-12 was a challenging year. The global economy witnessed a lower economic growth. Despite various constraints and the challenging environment, the company performed reasonably well.

During the year under review, the Company ventured into ship breaking activity and also diversified its business into purchase of old factories for dismantling and sale thereof. Apart from ship breaking, the company had also planned to exploit potential in another scrap related sector. Several units of textile and machinery had come up for sale in recent past. For optimum utilization of resources and to increase profitability, the company planned to mix and match ship breaking operations with purchase of scrap of old factories and import/dealing of metal scrap and coal..

As a result of the aforesaid activities; the Company achieved net operational income of Rs. 25,86,80,750/- during the year under review and the profit after tax is Rs. 24,84,477/-. Your Directors hope to do better in the current year.

DIRECTORS

In Pursuance to the Companies Act, 1956 and Articles of Association of the Company; Mr. Tarun Bohra retires by rotation and being eligible offer himself for re-appointment. The Board of directors recommends his appointment.

PUBLIC DEPOSITS

During the year under review; your company has not accepted any deposits from public.

AUDITORS

M/s. Majithia & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105871W) the Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and eligible for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

Details as required under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 is not provided since there is no employee drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. as remuneration.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO SECTION 217(1 )(E) OF THE COMPANIES ACT, 1956

ENERGY CONSERVATION

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

TECHNOLOGY ABSORPTION

Considering the basic activities of the company, there was no technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings: Nil (Previous Year - Nil)

Outgoings: Rs. 2129.48 Lacs (Previous Year Rs. Nil)



Regd. Office: By Order of the Board

310 Gokul Arcade-B FOR GAURAV MERCANTILES LIMITED

Subhash Road, Vile Parle-E,

Mumbai-400057 P.S.BOHRA

Date: 9th August, 2012 CHAIRMAN


Mar 31, 2011

The Directors have pleasure in presenting the 26th Annual Report together with Audited statements of accounts of the Company for the year ended 31 st March 2011. The financial results of the Company are summarized as under:

(Rs-)

Gross Surplus for the year 3827291

Less: Depreciation 219742

Less : Provision for Income tax/Deferred tax 1056848

Add: Credit Balance Brought forward from previous year 3082542

Amount available for appropriation 5633242

APPROPRIATION:

Transferred to General Reserve 0

Credit Balance Carried to Balance Sheet 5633242

DIVIDEND

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for the future expansion of the Company.

OPERATION

The working results of the company for the year are satisfactory. Your directors report that Company has sold some of its properties at good profits. Your Directors hope to do better in the current year.

DIRECTORS

In pursuance to the Companies Act, 1956 and Article of Association of the Company Mr.P.S. Bohra retire by rotation and being eligible offer himself for re-appointment.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit from Public.

AUDITOR'S OBSERVATION

As regards Auditors observations in the report, the report is self explanatory and gives factual position which does not require further clarifications.

AUDITORS

M/s Majithia & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General meeting. They have signified their willingness to accept re-appointment and confirmed their eligibility u/s 224 (1B) of the Companies Act, 1956.

PERSONNEL

No employee was in receipt of remuneration, which was more than the limits prescribed under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGOING

Your Company has not done any major operation during the year. Wherever possible energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operation methods and other measures will continue. Considering the basic activities of the company, there was no technology absorption. There has been no foreign exchange used or earned.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed to this Report. The certificate from the auditors in this respect is annexed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by the listing agreement, are dealt with in various sections of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

A statement on directors' Responsibility as prescribed under Section 217 (2AA) of the Companies Act, 1956 is given below: i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. We 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. We 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. We have prepared the annual accounts on a "going concern basis".

COMPLIANCE CERTIFICATE

In accordance with the requirements of Sec.383A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying compliance with the legal requirements for the year ended 31st March, 2011 is enclosed.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to Stock Exchange.

For and on behalf of the Board

Place : Mumbai P. S. BOHRA

Dated : 25.8.2011 Chairman

 
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