Mar 31, 2015
Dear Members,
High Street Filatex Limited
The Directors have immense pleasure in presenting the 21 stAnnual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended on March 31,2015.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31,
2015 is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31-03-2015 31-03-2014
Sales 122.64 10.75
Other Income 0.45 0.00
Increase / (Decrease) in stock 76.05 78.35
Total Income 199.14 89.10
Less: Manufacturing & other expenses 0.00 83.34
Profit/(Loss) before Depreciation & Tax 15.86 5.76
Less: Depreciation 5.58 7.39
Profit/(Loss) after Depreciation
before tax 10.28 (1.63)
Less: Provision for Taxation 0.00 0.00
Less: Taxation for earlier period 2.00 0.34
Profit after Taxation 8.28 (1.35)
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK
During the year under review, there has been significant improvement in
the performance of the Company as compared with the previous year. Our
revenue from operations has been increased from Rs. 10.75 Lacs to Rs.
122.26 Lacs, at a tremendous growth as compared to the previous year.
Consequent to this, the net profit after tax from operations during the
year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35
Lacs in the previous year.
Management is planning to establish new project with the object of
attainment of better future & growth. Consequent to such establishment,
innovative knitting products will be developed and launched and wide
new range of socks for all type of age groups, wrist bands and
headbands will be produced.
3. DIVIDEND
Following the conservative approach to retain profits, your Directors
did not recommend payment of any dividend for the Financial Year
2014-15.
4. AMOUNTS TRANSFERRED TO RESERVES
The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully
transferred to reserves.
5. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an
extract of Annual Return in Form MGT-9 containing details as on the
financial year ended 31st March, 2015 as required under Section 92 (3)
of the Companies Act, 2013, read with The Companies (Management and
Administration) Rules 2014 in the prescribed format is appended as
"Annexure- 1" to the Board''s Report.
6. NUMBER OF BOARD MEETINGS
Board meetings are conducted in accordance with the provisions of
Listing Agreement and the Companies Act, 2013 read with Articles of
Association of the Company. The Board meets at regular intervals to
discuss and decide on business strategies/policy and review the
financial performance of the Company. The Board/ committee meetings are
pre-scheduled and a tentative annual calendar of the Board/ committee
meetings is circulated to the Directors well in advance to facilitate
the Directors or members to plan their schedules and to ensure
meaningful participation in the meetings. In case of Business
exigencies the Board''s approval is taken through circular resolution
which is noted and confirmed at the subsequent Board meeting.
The Board meets at least once in a quarter to review the quarterly
performance and the financial results of the Company. Notice of each
Board Meeting is given well in advance in writing to all the Directors.
The agenda along with relevant notes and other material information are
sent in advance separately to each Director. The Agenda along with the
relevant notes and other material information is circulated a week
prior to the date of the meeting. This ensures timely and informed
decisions by the Board. During the Financial Year, every Board Meeting
was conducted in accordance with the relevant provisions applicable,
viz:
The Chief Financial Officer of the Company is invited to attend all the
Board Meetings. Other senior managerial personnel are called as and
when necessary to provide additional inputs for the items being
discussed by the board.
- The Whole-time Director and the Chief Financial Officer of the
Company make the presentation on the quarterly and annual operating &
financial performance of the Company, operational health & safety and
other business issues.
- The draft of the minutes prepared by Company Secretary is
circulated among the Directors for their comment/suggestion and finally
after incorporating their views, final minutes are recorded in the
books within 30 days of meeting.
- Post meeting, important decisions taken are communicated to the
concerned officials and department for the effective implementation of
the same.
The Board of Directors met to discuss and decide on Company''s business
policy and strength apart from other normal Board business. During the
year 2014-2015.7 (Seven) meetings of Board of Directors were held with
a maximum time gap of not more than 120 days between any two meetings.
The dates on which the said meetings were held were:
The last Annual General Meeting was held on 15th September, 2014.
7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED BY THE COMPANY U/S 186
During the financial year under review, there were no loans given,
neither any investments were made by the Company nor any securities
were provided by the Company.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
Particulars of Contract or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 as prescribed in form
AOC-2, is appended as "Annexure-2" of the Board''s Report.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which this financial statements relate and the date of this
Report.
10. RISK MANAGEMENT POLICY
Your Company has set out an elaborate Risk Management procedure which
comprises of three stages i.e. Risk assessment/ evaluation, Risk
Reporting and Management of the risk evaluated and reported. Major
risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
During the year, your Company has formulated the "Risk Management
Policy" in accordance with the requirements of Listing Agreement to
monitor the risks and their mitigating actions.
11. INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems
provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes,
safeguarding of assets of the Company and ensuring compliance with
corporate policies. The Board has appointed M/s N.Bhandari & Co.,
Chartered Accountants, Jaipur, as the Statutory Auditor of the Company
for the F.Y. 2014-15 which directly reports to the Audit Committee of
the Company.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is entrusted with ultimate responsibility of the management,
directions and performance of the Company. Board conducts and exercises
the overall supervision and control by setting the goals and policies,
reporting mechanism and decision making processes to be followed.
A) APPOINTMENT OF COMPLIANCE OFFICER:
The Board of Directors in its meeting held on the 14th Day of February,
2015 has approved the appointment of CS Nidhi Khandelwal as Compliance
Officer of the Company in place of Mr. Bhagwan Singh, Whole-time
Director with immediate effect.
B) RETIRE BY ROTATION:
In accordance with the applicable provisions of the Companies Act, 2013
and the Article 89 of Articles of Association of the Company, Ms.
Sabita Roy, Director will retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible offers herself for
re-appointment.
Directors recommend her re-appointment.
The brief profile of the Director being appointed/re-appointed at the
ensuing Annual General Meeting forms part of notice of the ensuing
Annual General Meeting.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that they
meet all the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013.
13. PUBLIC DEPOSITS
The Company has not accepted any Public Deposits within the meaning of
Section 73 to 76 of the Companies Act, 2013read with the Companies
(Acceptance of Deposits) Rules, 2014.
14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed and forms part of this
report as Annexure No.-3.
Foreign Exchange earnings and outgo is reported to be NIL during the
financial year.
15. AUDITORS & AUDITORS'' REPORT
M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm
Registration Number: 03185C) were re-appointed as Statutory Auditors of
the Company, at the last Annual General Meeting held on 15th September,
2014 for a term of three consecutive years. As per the provisions of
Section 139 of the Companies Act, 2013, the appointment of Auditors is
required to be ratified by Members at every Annual General Meeting.
Therefore, being eligible, the Board of Directors have offered for the
ratification of their appointment to the Shareholders.
As required under the provisions of Section 139 of the Companies Act,
2013, the company has obtained a written certificate from the above
mentioned Auditors to the effect that they confirm with the limits
specified in the said Section and they had also given their eligibility
certificate stating that they are not disqualified for appointment
within the meaning of under Section 141 of Companies Act, 2013. The
observations made by the Auditors are self explanatory and have been
dealt with in Independent Auditors Report & its Annexure forming part
of this Annual Report and hence do not require any further
clarification.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the Section 204 of The Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, every listed company shall annex with its Board''s Report, a
Secretarial Audit Report which shall be issued from the financial year
2014- 15 onwards which is to be given by a Company Secretary in
practice.
In compliance with the aforesaid requirements, the Company has also
undertaken Secretarial Audit for the year 2014-15 which, inter alia,
includes audit of compliance with the Companies Act, 2013, and the
Rules made under the Act, Listing Agreement and Regulations and
Guidelines prescribed by the Securities and Exchange Board of India and
Foreign Exchange Management Act, 1999. The Secretarial Audit Report
obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is
part of this Annual Report as "Annexure- 4".
The Secretarial Audit report for the financial year ended 31st March,
2015 is self explanatory and does not call for any further comments.
Pursuant to Provision of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. the Board has -appointed M/s V. M. & Associates, Company
Secretaries in Practice, Jaipur as Secretarial Auditor of the Company
to carry out secretarial audit of the Company for the financial year
2014-15.
17. INTERNAL AUDITOR
Pursuant to the Section 204 of The Companies Act, 2013 read
withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is
required to appoint an Internal Auditor or a firm of Internal Auditors
to carry out Internal Audit of the Company.
In compliance with the aforesaid requirements, the Company has
appointed CA Padmini Palod to conduct the Internal Audit of the Company
for the Financial Year 2014-15.
The Internal Audit report for the financial year ended 31st March, 2015
is self explanatory and does not call for any further comments.
The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur
as Internal Auditor of the Company to carry out Internal audit of the
Company for the financial year 2015-16.
18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE
Securities of your company were also listed on Jaipur Stock Exchange
but due to De-Recognition of Jaipur Stock Exchange, the equity of
Company gets automatically delisted from Jaipur Stock Exchange vide
their letter dated 17th March, 2015 with immediate effect.
The aforesaid statement is made in compliance with Clause 7 of SEBI
(Delisting of Equity Shares) Regulations, 2009.
Furthermore, we have also applied for delisting of equity shares from
Calcutta Stock Exchange Limited. Presently, the application is under
review at the stock exchange.
19. PARTICULARS OF EMPLOYEES
a) None of the employees of the company was in receipt of the
remuneration exceeding the limits prescribed u/s 197 (12) read with
rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of
Managerial Personnel) of the Companies Act, 2013 during the year under
review.
b) The information in accordance with the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as "Annexure- 5 " to the Board''s report.
25. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, your Directors confirm that:
i) in the preparation of annual accounts for the financial year
2014-15, the applicable accounting standards have been followed along
with proper explanations and disclosures relating to material
departures, if any;
ii) they 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 the affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) they 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;
(iv) the annual accounts have been prepared on a going concern basis.
(v) they have laid down internal financial controls for the Company and
such internal financial controls are adequate and operating
effectively; and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
26. ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to all the business
associates, its management, statutory authorities, Stock Exchanges and
to the Investors/ Shareholders for the confidence reposed in the
Company and supporting the Company during all crucial and critical
issues through their kind cooperation. The Directors also convey their
deep sense of appreciation for the committed services by the employees
at all levels for their enormous personal efforts as well as collective
contribution to the Company.
Date: 10.08.2015 For and on Behalf of the Board of Directors
Place: Jaipur Sd/-
Bhagwan Singh
(Chairman)
DIN: 02305246"
Mar 31, 2014
Dear Members,
High Street Filatex Limited
The Directors have immense pleasure in presenting the 20 th Annual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended on March 31, 2014.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31,
2014 is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31-03-2014 31-03-2013
Sales 10.75 64.21
Other Income 0.00 0.00
Increase / (Decrease) in stock 78.35 (10.45)
Total Income 89.10 53.76
Less: Manufacturing & other exp. 83.34 68.80
Profit/(Loss) before Dep. & Tax 5.76 (15.03)
Less: Depreciation 7.39 7.39
Profit/(Loss) after Depreciation before tax (1.63) (22.43)
Less: Provision for Taxation 0.00 0.00
Less: Taxation for earlier period 0.34 0.34
Profit after Taxation (1.35) (22.77)
2. DIVIDEND
Dividend could not be recommended for the Financial Year 2013-14 in
view of brought forward loss.
3. OPERATIONS
During the year under review, there has been significant improvement in
the performance of the Company as compared with the previous year. Our
total income has been increased to Rs. 89.10 Lacs from Rs. 53.76 Lacs
in the previous year, at a growth rate of 65.73%. Consequent to this,
the net loss after tax from operations during the year under review was
Rs.1.35 Lacs as against Rs. 22.77 Lacs in the previous year.
4. CONSTITUTION OF BOARD
- Retire by Rotation:
In accordance with the applicable provisions of the Companies Act, 2013
and the Article 89 of Articles of Association of the Company, Mr.
Bhagwan Singh, Whole-time Director retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment. Directors recommend his re-appointment.
- Appointment & Resignation from Directorship: During the year, Ms.
Prachi Chopda, Additional Director has resigned from the Directorship
of the Company w.e.f. 10th September, 2013. Board of Directors wish to
place on record their sincere appreciation for the contributions made
by her, during her tenure as the Director of the Company.
In terms of the provisions of Section 161(1) of the Companies Act,
2013, Ms. Sabita Roy who was appointed as an Additional Director of the
Company w.e.f. 14th August, 2014, holds office until the date of
ensuing Annual General Meeting. Her appointment as Director liable to
retire by rotation is placed before the members for consideration and
approval.
The Board of Directors in its meeting held on 14th August, 2014 has
recommended the appointment of Mr. Devendra Kumar Palod, Mr. Rajdeep
Ghiya and Mr. Rajneesh Chindalia as Independent Directors of the
Company not liable to retire by rotation w.e.f. ensuing AGM to hold
office for a period of five consecutive years from the date of their
appointment.
The brief profile of the Director being appointed/ re-appointed at the
ensuing Annual General Meeting forms part of notice of the ensuing
Annual General Meeting.
- Appointment of Company Secretary:
Ms. Kiran Geryani has resigned from the designation of Company
Secretary & Compliance Officer w.e.f. 15th December, 2013. The Board of
Directors wish to place on record their sincere appreciation for
contribution made by her, during her tenure as a Company Secretary &
Compliance Officer.
For exercising better and effective control on the secretarial, legal
and compliance related functions and to meet with the pre-determined
standards of Corporate Governance, CS Nidhi Khandelwal was appointed as
Company Secretary of the Company w.e.f. 20th December, 2013.
- Appointment of Chief Financial Officer (CFO):
The Board of Directors in its meeting held on 14th August, 2014 has
approved the appointment of Ms. Sabita Roy as Chief Financial Officer
(CFO) of the Company in place of Mr. Bhagwan Singh, Whole-time Director
& CFO, with immediate effect.
5. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, your Directors confirm that:
i) in the preparation of annual accounts for the financial year
2013-14, the applicable accounting standards have been followed along
with proper explanations and disclosures relating to material
departures, if any;
ii) they 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 the affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the 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) the annual accounts have been prepared on a going concern basis.
6. PUBLIC DEPOSITS
The Company has not accepted any Deposit from public within the meaning
of Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
7. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
Section 217(1)(e) of the Companies Act, 1956 and Rule 2 of the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988 is annexed and forms part of this report.
Foreign Exchange earnings and outgo is reported to be NIL during the
financial year.
8. AUDITORS & AUDITORS'' REPORT
M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory
Auditors of the Company, retires at the ensuing Annual General Meeting,
and confirmed their eligibility and willingness to accept the office,
if reappointed. Pursuant to the provisions of Section 141(3)(g) of the
Companies Act, 2013, the Company has obtained a written certificate
from M/s N. Bhandari & Co., Chartered Accountants, to the effect that
their appointment if made, would be in conformity with the limits
specified in the said section.
The Board of Directors in its meeting on 14th August, 2014 has
recommended the appointment of M/s. N. Bhandari & Co., Chartered
Accountants, as Statutory Auditors of the Company. They are sought to
be re-appointed for 3(three) financial years subject to ratification in
each Annual General Meeting.
The Notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further clarifications.
- APPOINTMENT OF INTERNAL AUDITORS
Pursuant to the Section 138 of The Companies Act, 2013, every listed
company is required to appoint an Internal Auditor to conduct the
internal audit of the functions and activities of the Company.
In compliance with the aforesaid requirements, CA Padmini Palod,
Chartered Accountant, has been appointed as the Internal Auditor of the
Company for the financial year 2014-15.
- APPOINTMENT OF SECRETARIAL AUDITOR
Pursuant to the Section 204 of The Companies Act, 2013, every listed
company shall annex with its Board''s Report, a Secretarial Audit Report
which shall be issued from the financial year 2014-15 onwards which is
to be given by a Company Secretary in practice.
In compliance with the aforesaid requirements, M/s V.M. & Associates,
Company Secretaries, Jaipur has been appointed as the Secretarial
Auditor of the Company for the financial year 2014-15.
9. MERGER
During the year under review, as a measure of achieving financial
consolidation, revenue growth and facilitating the future growth of the
Company, the Board of Directors of the Company proposed to go for
Merger of the Company with "High Street Fashions Limited".
In this regard, pursuant to Clause 24 (f) of the Listing Agreement and
SEBI Regulations, an application for merger of the Company was filed
with all the Stock Exchanges i.e. BSE Limited, Jaipur Stock Exchange
Limited and Calcutta Stock Exchange Limited.
The documents forming part of the said application are also posted on
the website of the Company (www.highstreetfilatex.com) for the
reference of stakeholders.
Now, the application has been forwarded by the BSE to Securities and
Exchange Board of India (SEBI) and is under process.
10. MANAGEMENT DISCUSSION AND ANYALISIS
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company has complied with all the disclosures and
requirements that have to be made in this regard.
A Certificate from the Auditors of the Company confirming compliance of
the Corporate Governance is appended to the Report on Corporate
Governance.
12. CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flow Statement (AS-3) issued by
the Institute of Chartered Accountant of India, is given along with
Balance Sheet and Statement of Profit and Loss.
13. LISTING
The Securities of your Company are listed at Bombay Stock Exchange
Limited, Jaipur Stock Exchange Limited and the Calcutta Stock Exchange
Limited. The Company has been generally regular in complying with the
provisions of the Listing Agreement. Also the Listing fees of all the
Stock Exchange in which the Company is listed has been duly paid upto
F.Y. 2014-2015.
14. PARTICULARS OF EMPLOYEES
Disclosure about particulars of employees in relation to sub-section
(2A) of Section 217 of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, is not applicable as there was
no employee drawing remuneration in excess of prescribed limits.
15. ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to all the business
associates, its management, statutory authorities, Stock Exchanges and
to the Investors/Shareholders for the confidence reposed in the Company
and supporting the Company during all crucial and critical issues
through their kind cooperation. The Directors also convey their deep
sense of appreciation for the committed services by the employees at
all levels for their enormous personal efforts as well as collective
contribution to the Company.
Date: 14-08-2014 For and on Behalf of the
Place: Jaipur Board of Directors
Sd/-
(Bhagwan Singh)
Whole-time Director
DIN: 02305246
Mar 31, 2013
To, Dear Members of High Street Filatex Limited
The Directors have immense pleasure in presenting the 19th Annual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended on March 31, 2013.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31,
2013 is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31-03-2013 31-03-2012
Sales 64.21 240.74
Other Income 0.00 0.00
Increase / (Decrease) in stock (10.45) (.77)
Total Income 53.76 239.97
Less: Manufacturing & other exp. 68.80 228.76
Profit/(Loss) before Dep.& Tax (15.03) 11.20
Less: Depreciation 7.39 7.39
Profit/(Loss) after
Depreciation before tax (22.43) 3.80
Less: Provision for Taxation 0.00 75
Less: Taxation for earlier period 0.34 (.08)
Profit after Taxation (22.77) 3.13
DIVIDEND
Dividend could not be recommended for the Financial Year 2012-13 in
view of brought forward loss.
OPERATIONS
The Company''s performance suffered a set-back in the year, largely on
account of the prolonged sluggishness in the industry.
DIRECTORS & COMPANY SECRETARY
Retire by Rotation:
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Article 89 of Articles of Association of the Company, Mr.
Rajneesh Chindalia, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
The brief profile of the Director being re-appointed at the ensuing
Annual General Meeting forms part of notice of the ensuing Annual
General Meeting.
Appointment & Resignation from Directorship:
During the year Mr. Kamal Kishore Ghiya has resigned from the
Directorship of the Company w.e.f. March 06, 2013. Board of Directors
wish to place on record their sincere appreciation for the
contributions made by him, during his tenure as Whole Time Director of
the Company.
In terms of the provisions of Section 260 of the Companies Act, 1956
Ms. Prachi Chopda who was appointed as an Additional Director of the
Company w.e.f. March 06, 2013, has tendered her resignation from the
post of director of the Company vide resignation letter dated August
01, 2013.
The Board has accepted her resignation w.e.f September 10, 2013.
Due to resignation of Ms. Prachi Chopda, the Board has appointed Mr.
Bhagwan Singh as the Whole Time Director and CFO of the Company,
subject to the approval of shareholders w.e.f. September 10, 2013.
Appointment of Company Secretary and Compliance officer:
For exercising better and effective control on the secretarial and
other functions and to meet with the pre determined standards of
Corporate Governance, CS Kiran Geryani was appointed as Company
Secretary and Compliance officer of the Company w.e.f. June 16, 2012.
DEMAT CONNECTIVITY WITH NSDL:
During the Financial Year 2012-2013, for providing the better
facilities to the shareholders of convenient trading in shares of the
Company, your Company had again initiated for DEMAT connectivity with
NSDL and finally complied up with all the necessary pre-requirements
and documentation for the said objective under the guidance of
Compliance Officer of the Company.
The Company entered into a tripartite agreement with R&TA & NSDL on
February 11, 2013 ; being the effective date of DEMAT Connectivity with
NSDL .
At present, the Company is connected for DEMAT facility with both NSDL
& CDSL.
REDUCTION OF MARKET LOT OF SHARES ON BSE:
During the Financial Year 2012-2013, queries and problems related to
increased market lot of equity shares on the Stock Exchange was
received as the shareholders holding less then 100 shares were not able
to trade in the shares of the Company. Thus the management decided to
get the market lot reduced to 1 equity share on the Bombay Stock
Exchange.
In this regard, the Company had fulfilled all the criteria of Bombay
Stock Exchange for getting the Market Lot reduced and thus consequent
upon the connectivity of the Company with both the Depositories, the
market lot of Equity Shares on BSE has been reduced from 100 shares to
1 share w.e.f May 06, 2013 vide BSE Notice No. 20130502-14 dated May
02, 2013.
At present, the shareholders can conveniently trade in the shares of
the Company in any quantity.
PAYMENT OF OUTSTANDING LISTING FEES OF JAIPUR STOCK EXCHANGE:
Due to recurring losses and adverse financial position , your Company
was unable to cope up with the payment of Listing Fees of Jaipur Stock
Exchange from last 8 years ; with a objective of setting off all the
dues, during the Financial Year 2012-2013 ; the management decided to
request the Exchange for the Waiver of Outstanding Listing Fees .
In this regard, after making applications for waiver , the Exchange
after keeping in mind the adverse financial position of the Company,
granted a waiver of 65% of the outstanding fees to the Company.
The Company had paid all the dues as a one time settlement upto
Financial Year 2013-2014 and thus at present there exist no outstanding
amount against Jaipur Stock Exchange.
POSTAL BALLOT:
Pursuant to Section 192A of the Companies Act, 1956 read with Companies
(Passing of Resolution by Postal Ballot) Rules, 2001, the following
Ordinary Resolution was passed by Postal Ballot on August 22, 2012:
i.) Authorizing the Board under Section 293(1)(a) , selling, leasing or
otherwise disposing off the whole or substantially the whole of the
undertaking of the Company or where the Company owns more than one
undertaking, of the whole , or substantially the whole of any such
undertaking.
Postal Ballot notice along with the explanatory statement dated August
22 ,2012 and postal ballot forms and prepaid postage envelopes were
dispatched to the shareholders on August 24, 2012 .The last date of the
receipt of duly filled of Postal Ballot Form is September 24, 2012. The
Company has appointed Mr. Manoj Maheshwari, Practising Company
Secretary as a scrutinizer for processing and evaluating the Postal
Ballot Form.
Details of voting as per the Scrutinizer Report dated September 25,
2012 are as follows:
Total no. of Votes Polled Result
shareholders from whom Postal Ballot Forms Received
Total - 48 Total- 423785 Since 99.96% votes
- Favour- 38 - Favour- 423625 have been caste in
- Against- 4 - Against- 70 favour of subject matter,
- Invalid- 6 - Invalid- 90 the same was treated
to be ASSENTED with requisite majority.
The above result of the Postal Ballot was announced by the Chairman at
the registered office of the Company on September 25, 2012 and duly
advertised in the newspapers.
PUBLIC DEPOSITS
The Company has not accepted any Deposit from public within the meaning
of Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirm that: i) in the preparation of annual accounts, the
applicable accounting standards have been followed along with proper
explanations and disclosures relating to material departures, if any;
ii) they 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 the affairs
of the Company at the end of the financial year and of the profit of
the Company for that period; iii) the 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) the annual accounts have been prepared on a going concern basis.
AUDITORS & AUDITORS'' REPORT
M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory
Auditors of the Company, retires at the ensuing Annual General Meeting,
and confirmed their eligibility and willingness to accept the office,
if reappointed. The Board of Directors in its meeting on August 12,
2013 has recommended the appointment of M/s. N. Bhandari & Co.,
Chartered Accountants, as Statutory Auditors of the Company at the
ensuing Annual General Meeting for the Financial Year 2013-14.
The Notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further clarifications
under section 217(3) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988 is annexed and forms part of this report.
PARTICULARS OF EMPLOYEES
Disclosure about particulars of employees in relation to sub-section
(2A) of Section 217 of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, and forming part of Directors''
report for the year ended March 31, 2013 is not applicable as there was
no employee drawing remuneration in excess of prescribed limits.
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flow Statement (AS-3) issued by
the Institute of Chartered Accountant of India, is given along with
Balance Sheet and Profit and Loss Account.
LISTING
The Securities of your Company are listed at Bombay Stock Exchange
Limited, Jaipur Stock Exchange Limited and The Calcutta Stock Exchange
Limited. The Company has been generally regular in complying with the
provisions of the Listing Agreement. Also the Listing fees of all the
Stock Exchange in which the Company is listed has been duly paid upto
F.Y. 2013-2014.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company has complied with all the disclosures and
requirements that have to be made in this regard.
A Certificate from the Auditors of the Company confirming compliance of
the Corporate Governance is appended to the Report on Corporate
Governance.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI regulations on prevention of insider
trading, the Company has formulated a comprehensive code of conduct for
prevention of Insider Trading for its management and staff. The Code
lays down guidelines advising them on procedure to be followed and
disclosures to be made while dealing with shares of the Company.
ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to all the business
associates, its management, statutory authorities, Stock Exchanges and
to the Investors/Shareholders for the confidence reposed in the Company
and supporting the Company during all crucial and critical issues
through their kind cooperation. The Directors also convey their deep
sense of appreciation for the committed services by the employees at
all levels for their enormous personal efforts as well as collective
contribution to the Company.
For and on Behalf of the Board of Directors
Sd/- Sd/-
Jaipur (Rajdeep Ghiya) (Prachi Chopda)
August 12, 2013 Director Director
Mar 31, 2012
The Directors have immense pleasure in presenting the 18th Annual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended on March 31, 2012.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31,
2012 is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31-03-2012 31-03-2011
Sales 240.74 304.48
Other Income 0.00 0.85
Increase/(Decrease) in stock (.77) 5.81
Total Income 239.97 311.15
Less: Manufacturing &
other expenses 228.76 278.55
Profit/(Loss) before
Depreciation & Tax 11.20 32.6
Less: Depreciation 7.39 21.95
Profit/(Loss) after
Depreciation before tax 3.80 10.64
Less: Provision for Taxation .75 2
Less: Taxation for earlier period (.08) 0.00
Profit after Taxation 3.13 8.65
DEMATERIALISATION OF SHARES
The demat activation of your Company is in process with NDSL for
providing better facilities to the shareholders like trading with
shares more conveniently and etc. At present 67.48% of paid up capital
of the Company is held in dematerialized form with CDSL.
DIVIDEND
Dividend could not be recommended for the Financial Year 2011-12 in
view of brought forward loss.
PUBLIC DEPOSITS
The Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956.
DIRECTORS Retire by Rotation
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Article 89 of Articles of Association of the Company, Mr.
Rajdeep Ghiya, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
The brief profile of the Director being re-appointed at the ensuing
Annual General Meeting forms part of notice of the ensuing Annual
General Meeting.
Due to resignation of Mr. Shanti Narain from the post of whole time
Director of the Company, Mr. Kamal Kishore Ghiya is appointed as the
Whole Time Director of the Company w.e.f April 01, 2011 for looking
after day to day business and affairs of the Company.
Also for the better and effective control in the secretarial department
and due to resignation of prior Company Secretary, your management has
appointed CS Kiran Geryani, member of ICSI due to her vast experience
in secretarial issues as the Company Secretary & Compliance Officer of
the Company to look after all the secretarial and other main issues of
the Company w.e.f. June 16, 2012.
EFFECT OF COMING OUT OF SICKNESS STATUS
After the discharge of the Company from the purview of Sick Industrial
Companies (Special Provisions) Act, 1985, the Company is indulged in
the new business activities and executing all the projects successfully
and thus trying to recover from all earlier losses for the
profitability of the shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) read with section 292A of the Companies
Act, 1956, we the Directors of High Street Filatex Limited, state in
respect of Financial Year 2011-12 that:
i) in the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any;
ii) 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 the
affairs of the Company at the end of the Financial Year and of the
profit of the Company for that period;
iii) 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) the Directors have prepared annual accounts on a going concern
basis.
AUDITORS & AUDITORS' REPORT
M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory
Auditors of the Company , retires at the ensuing Annual General
Meeting, and confirmed their eligibility and willingness to accept the
office , if reappointed. The Board of Directors in its meeting on
August 22, 2012 has recommended the appointment of M/s. N. Bhandari &
Co., Chartered Accountants, Jaipur as Statutory Auditors of the Company
at the ensuing Annual General Meeting for the Financial Year 2012-13.
The Notes to the Accounts referred to in the Auditors' Report are self
explanatory and therefore do not call for any further clarifications
under Section 217(3) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of Board of Directors)
Rules, 1988 is annexed and forms part of this report.
PARTICULARS OF EMPLOYEES
Disclosure about particulars of employees in relation to sub-section
(2A) of Section 217 of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, and forming part of Directors'
report for the year ended March 31, 2011 is not applicable as there was
no employee drawing remuneration in excess of prescribed limits.
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flow Statement (AS-3) issued by
the Institute of Chartered Accountant of India, is given along with
Balance Sheet and Profit and Loss Account.
LISTING
The Securities of your Company are listed at Bombay Stock Exchange
Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange
Limited. The Company has been generally regular in complying with the
provisions of the Listing Agreement.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company has complied with all the disclosures and
requirements that have to be made in this regard.
A Certificate from the Auditors of the Company confirming compliance of
the Corporate Governance is appended to the Report on Corporate
Governance.
ACKNOWLEDGEMENT
The Directors wish to express their gratitude to all the business
associates, its management and to the Investors/ Shareholders for the
confidence reposed in the Company and supporting the Company during all
crucial issues. The Directors also convey their appreciation to the
employees at all levels for their enormous personal efforts as well as
collective contribution to the Company.
For and on Behalf of the Board of Directors
Sd/- Sd/-
(K.K. Ghiya) (Rajneesh Chindalia)
Whole-time Director Director
Jaipur
August 22, 2012
Mar 31, 2010
The Directors have great pleasure in presenting the 16th Annual Report
on the business and operations of your Company, together with the
Audited Financial Statements for the year ended on 31st March, 2010.
FINANCIAL PERFORMANCE
The operations of the Company remained suspended till January, 2010. It
resumed its operations on 19th February, 2010 and came into production
on 1* March, 2010.
As the domestic market had become very lucrative, it had become
necessary to get rid of 100% EOU status. Accordingly, an application
was moved to the Development Commissioner, Noida, Export Processing
Zone for the same. The unit was thereafter de-bonded on 26th January,
2010 after payment of necessary duties.
The performance of the Company for the financial year ended March 31,
2010 Is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31.03.2010 31.03.2009
Sales 87.75 0.00
Others 23.39 0.00
Increase / (Decrease) in stock (4.85) 0-00
Manufacturing & other expenses 52.62 2.74
Profif(Loss) before Depreciation 23.67 _ (2.74)
Depreciation S.30 0.00
Net Profit/(Loss) for the year 15,37 (2.74)
Expenses of previous year 0.00 (0.90)
Balance transferred to Balance
Sheet 15.37 (3.64)
PROGRESS UNDER OTS AND FULL PAYMENT TO IDBI
(SASF)
The net worth of the Company improved due to OTS settlement on account
of remission of interest, liquidating damages and penalties etc.
The OTS dues of Stressed Assets Stabilization Fund (IDBI) were fully
paid during the year. The funds were Injected by the promoter to make
payment under OTS settlement to SASF (IDBI). The funds so injected by
the promoters are ultimately desired to be converted into equity subject
to the approval of shareholders in the Annual General Meeting.
PROGRESS UNDER BIFR
Consequent upon liquidationi of entire liabilities of the Company on
account of debt burden of IDBI and SBBJ, the Company came out of the
woods and made an application to BIFR to bring it out of sickness
status and also for granting permission to do away with the services
of operating agency who had shown reluctance to give rehabilitation
package as desired by the Company. The BIFR Bench observed on 13th May,
2010 that the Companys net worth had become positive on the basis of
provisional Balance Sheet as on 31st March, 2010 and on the basis of
Chartered Accountants certificate to that effect. The Bench was kind
enough to grant permission under Sec 17(2) of SICA, to exempt the
Company, from taking the support of the OA of IDBI who was also present
and agreed to it. The Bench finally ordered to produce positive net
worth certificate on basis of Audited Annual Report as on 31st March,
2010 and also file written submissions in this regard on next date of
hearing i.e. 4th Aug, 2010 which has been adjourned due to reduction of
no. of benches In BIFR.
Now the Company has filed miscellaneous application along with Audited
Balance Sheet on 10th August, 2010 for de-registration as a sequel to
Net Worth of the Company having turned positive as per its Audited
balance Sheet as on 31st March, 2010 and Is waiting for the next date
of hearing to be fixed by the Bench for final order.
REDUCTION OF CAPITAL
In May 2009, your Directors approved the proposal for the reduction of
capital of the Company from Rs, 6,47,00,000/- (Rupees Six Crore Forty
Seven Lacs Only) to Rs. 64,70,000/- (Rupees Sixty Four Lacs Seventy
Thousand Only), as per the provisions of the Section 100 to 104 of the
Companies Act, 1956. Further, the same was approved by the Shareholders
of the Company In the Annual General Meeting held on 10th July, 2009.
Pursuant to the said approval, a petition for the same was filed with
the Honble High Court at Jaipur.
Honble High Court has passed its final order on 22ndApril, 2010
approving the Scheme of Reduction of Capital. The final working for
the completion of the same is under process.
DIVEDEND
In order to conserve the profits for the future the Board of Directors
of the Company did not recommend any dividend for the year under
review.
PUBLIC DEPOSITS
The Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956.
DIRECTORS
Retire by Rotation
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Article 89 of Articles of Association of the Company, Mr.
Rajneesh Chlndalla, Director retires by rotation at the ensuing Annual
General
Meeting and being eligible offers himself for re- appointment.
The brief profile of the Director being re-appointed at the ensuing
Annual General Meeting forms part of notice of the ensuing Annual
General Meeting.
Appointment of Whole Time Director
Mr. Shanti Narain Kumsr who was appointed as a Dlrector w.e.f 15th
June, 2001 Is proposed to be re-appointed as Whole-tlme Director of the
Company at the Annual General Meeting of the Company w.e.f 15th July,
2009.
Resignation of Managing Director
Mr. Raj Kumar Sethla, Managing Director of the Company has resigned
from the post of Managing Director w.e.f. 30* July, 2009,
RE-STRUCTURING AND RE-CLASSIFICATION OF AUTHORISED SHARE CAPITAL
The Board of Directors have proposed to re-structure and re-classify
the existing Authorised Share Capital of Rs 7,50,00,000/- divided into
75,00,000 Equity Shares into 40,00,000 (Forty Lacs) Equity Shares of
Rs. 10/- (Rupees Ten) each and 3,50,000 (Three Lacs Fifty Thousand) 6%
Redeemable Cumulative Non Convertible Preference Shares of Rs. 100/-
(Rupees One Hundred) each by the creation of 3,50,000 (Three Lacs Fifty
Thousand) 6% Redeemable Cumulative Non Convertible Preference Shares of
Rs. 100/- (Rupees One Hundred) each, for the approval of shareholders
of the Company at the Annual General Meeting.
ALTERATION OF MEMORANDUM & ARTICLES OF ASSOCIATION
The re-structuring and re-classification of Authorised Share Capital
requires alteration in the Share Capital clause of the Memorandum and
Articles of Association of the Company. The said alterations are
proposed for the approval of members in the notice attached.
PREFERENTIAL ISSUE OF PREFERENCE SHARES
The Board of Directors subject to the approval of shareholders of the
Company and such other approvals as may be necessary have decided to
create, offer, issue and allot up to 3,50,000 (Three Lacs Fifty
Thousand) 6 % Redeemable Cumulative Non Convertible Preference Shares
to the promotere of the Company with a condition that the Preference
shares shall not be redeemed before three (3) years and not later than
five (5) years from the date of allotment.
The proceeds will help the Company to Improve Its financial ratios by
increasing the net worth of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Interim of section 217(2AA ) read with section 292A of the Companies
Act, 1956, we the Directors of High Street Filatex Limited, state in
respect of financial year 2009-10 that:
I) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating
to material departures;
ii) 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 the
affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records with the provisions of this
act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
iv) the directors have prepared annual accounts on a going concern
basis.
AUDITORS
M/S N. Bhandan & Co., Chartered Accountants, Jaipur, retiring Auditors
at the ensuing Annual General Meeting, expressed their willingness to
continue as Auditors. The Board recommends their re-appointment for
the financial year 2010-11.
AUDITORS REPORT
the Notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore do not cad for any further clarifications
under section 217(3) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The infomation related to conservation of energy, as required under
Section 217(1 )(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988 is annexed and forms part of this report.
PARTICULARS OF EMPLOYEES Disclosure about particulars of employees in
relation to sub-section (2A) of Section 217 of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, and
forming part of Directors report for the year ended 31" March, 2010 is
not applicable as there was no employee drawing remuneration in excess
of prescribed limits.
POSTAL BALLOT
A Postal ballot was conducted by the Company for the purpose of passing
ordinary resolution of restructuring and reclassification of Authorised
Share Capital, special resolutions for alteration in Articles of
Association and offer, issue and allotment of 3,50,000 (three lacs fifty
thousand) 9% redeemable, cumulative preference shares.
On the basis of the Scrutinized Report dated 20th March, 2010 it was
revealed that total 15 votes were polled and out of which only 4
assented to the resolution and 11 and hence the resolutions were taken
as not passed,
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flew Statement (AS-3) Issued by
the Institute of Chartered Accountant of India, is given along with
Balance Sheet and Profit and Loss Account.
LISTING
The Securities of your Company are listed at Bombay Stock Exchange
Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange
Association Limited. The Company has been generally regular In complying
with the provisions of the Listing Agreement.
The Company has proposed to get the shares of the Company delisted from
the Calcutta Stock Exchange Association Limited and Jaipur Stock Exchange
Limited.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company Is in full compliance wilh the requirements and
disclosures that have to be made in this regard. A Certificate from
the Auditors of the Company confirming compliance of the Corporate
Governance is appended to the Report on Corporate Governance.
ACKNOWLEDGEMENT
The Directors wish to express their gratitude to all the business
associates and to the Investors/Shareholders for the confidence reposed
in the Company and its management. The Directors also convey their
appreciation to the employees at all levels for their enormous personal
efforts as well as collective contribution.
For and on Behalf of the Board of Directors
Shanti Narain Kumar Rajneesh Chlndalla
Whole-time Director Director
Place: Jaipur
Dated: 14.08.2010
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