Mar 31, 2014
Dear Members,
The Directors have pleasure in placing before you the 29th Annual
Report of the Company, alongwith the Audited Statement of Accounts for
the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
(Rs in Lacs)
Particulars For the year For the year
ended on ended on
31st March, 2014 31st March, 2013
Total Income 80.93 67.34
Profit/(Loss) before Tax 33.77 5.47
Provision for Tax
Current Tax 7.63 2.85
Deferred Tax (0.001) (0.00)
Tax for Earlier Years 0.00 (0.00)
Profit/(Loss) After Tax 26.15 2.65
1. PERFORMANCE REVIEW
During the year, your Company has performed well as compared to
previous year. It has recorded a total income of Rs 80.93 Lacs against
the total income of Rs 67.34 Lac in the previous year, with an increase
of 20.18%. The Profit after Tax has been increased from Rs 2.65 Lacs to
Rs 26.15 Lacs with an increase of 886.79%.
2. DIVIDEND
Your Directors recommend No Dividends for the year under review.
3. DEPOSITORY SYSTEM
The Company''s equity shares are compulsorily tradable in electronic
form. As of 31st March, 2014, 51.42% of the Company''s total paid-up
capital representing 3,000,000 equity shares is in dematerialized form.
In view of the benefits offered by the Depository systems, members
holding shares in physical mode are advised to avail the demat
facility.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Directors'' Report.
5. PUBLIC DEPOSIT
The Company has not accepted deposit from public during the year under
review. As such, no amount of principal or interest is outstanding as
of the Balance Sheet date.
6. SUBSIDIARY COMPANIES
The Company as of March 31, 2014 had one subsidiary, viz. Crystal
Tradecom Limited as wholly owned subsidiary of Hind Commerce Limited.
No Independent Director on the Board of the Company is required to be
inducted on the Board of its subsidiaries as none of the subsidiary is
a material non-listed subsidiary Company as defined under revised
Clause 49 of the listing agreement. The Audit Committee of the Company
reviews the financial statements of the unlisted subsidiary companies.
The minutes of the Board meetings of unlisted subsidiary companies are
regularly placed at the Board meetings of the Company.
7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES
Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular
No. 5/12/2007-CL-IIIdated February 08, 2011, issued general exemption
under Section 212(8) of the Companies Act, 1956 to the Companies
fulfilling the conditions contained in the above circular from
complying with the provisions of sub- section (1) of Section 212 of the
Companies Act, 1956 which requires holding companies to attach annual
accounts and other documents of subsidiary companies to its Balance
Sheet. Accordingly, the Company has not attached the annual accounts
and other documents of its subsidiaries to this Annual Report.
Summarized financial information of each subsidiary has been included
in the disclosures to Consolidated Financial Statements of the Company.
Annual Accounts of Company''s subsidiary company and the related
detailed information will be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. Interested shareholders may write to Secretarial Department of
the Company in this regard.
The Annual Accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies.
8. DIRECTORS
Section 149 of the Companies Act, 2013 (the Act) which defines the
composition of the Board has been notified effective April 1, 2014 and
provides that an independent director shall not hold office for more
than two consecutive terms of five years each provided that the
director is re- appointed by passing a special resolution on completion
of first term of five consecutive years.
As per the explanation provided under Section 149 of the Act, any
tenure of an independent Director on the date of commencement of this
Section i.e. April 1,2014 shall not be counted as a term. The tenure of
every independent director to compute the period of first five
consecutive years would be reckoned afresh from April 1, 2014. In term
of the aforesaid provisions, the independent Directors of the Company
will be eligible to hold office for a consecutive period of five years
as per applicable provisions of the Companies Act, 2013.
Section 152 of the Act, also notified effective April 1, 2014 provides
that independent directors would need to be excluded from the total
number of directors for the purpose of computing the number of
directors whose period of office will be liable to determination by
retirement of directors by rotation.
As on the date of this report, the Company''s Board consists of the
following Independent Directors:
1. Mr. Prakash Ramchandra Bang
2. Mr. Sanjay Rajendra Soni
Brief profile of the proposed appointees together with other
disclosures in terms of clause 49 of the Listing Agreement are part of
the Annexure to the Notice of the 29th Annual General Meeting.
9. COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act, 1956, a Compliance
Certificate from M/s. Kothari H. & Associates, Practising Company
Secretaries, regarding status on compliance of the provisions of the
Companies Act, 1956 by the Company has been annexed along with this
report.
10. 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:
a. in the preparation of the annual accounts for the year ended March
31, 2014, the applicable Accounting Standards read with the
requirements set out under Schedule VI of the Companies Act, 1956 have
been followed and there are no material departures from the same, if
any;
b. the Directors have selected such Accounting Policies and applied
them consistently 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 as at March 31, 2014 and of the Profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. the Directors had prepared the annual accounts of the Company on a
''going concern'' basis.
11. AUDITORS AND AUDITORS'' REPORT
M/s. K. K. Khadaria & Co., Chartered Accountants, Mumbai (Registration
No. 103132W) Statutory Auditors of the Company retire at the ensuing
Annual General Meeting and are eligible for re-appointment. A
certificate to the effect that their appointment, if made, will be
within the prescribed limits under Section 141 of the Companies Act,
2013, has been obtained from them. In accordance with Section 139(1) of
the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 and the Board on the recommendation of the Audit Committee
recommends the re- appointment of K. K. Khadaria & Co. as Statutory
Auditor of the Company for the next three (3) consecutive financial
years i.e. 2014- 15, 2015-16 & 2016-17 that subject to rectification by
the shareholders at every Annual General Meeting.
12. SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act, 2013, the Board of
Directors has in its meeting held on 7th May, 2014 appointed Mr. Hitesh
Kothari, Partner, Kothari H. & Associates, Practicing Company
Secretaries, Mumbai holding certificate of practice number 5502 issued
by The Institute of Company Secretaries of India as Secretarial Auditor
for the Financial year 2014-15.
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit is being conducted by Kothari
H. & Associates, Practicing Company Secretary at specified periodicity
and the reports are being submitted to respective stock exchanges.
13. LISTING
The Equity Shares of your Company are listed on Pune Stock Exchange
Limited, Pune, Maharashtra. It may be noted that there are no payments
outstanding to the Stock Exchanges by way of Listing Fees, etc. The
Company has commenced the procedure to get its securities listed on BSE
Limited under Direct Listing route from Pune Stock Exchange Limited.
14. PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not a manufacturing Company and hence the particulars
required to be furnished U/s. 217(1)(e) of the Companies Act, 1956
regarding energy conservation measures, technology absorption and R & D
efforts does not apply to the Company.
During the period under review the Company has not earned any Foreign
Exchange and also incurred the Foreign Exchange outgo of Nil.
16. REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has implemented several best corporate governance
practices as prevalent globally.
The Report on Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement, forms the part of Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with conditions of Corporate Governance as stipulated under
the aforesaid Clause 49 is annexed to this Report.
17. ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted and sincere co-operation received by the Company from the
bankers, buyers and Suppliers.
The Directors also wish to put on record their appreciation of the
excellent contribution made by all the sections of employees for the
growth of the Company.
BY ORDER OF THE BOARD
Place: Mumbai
Date: 7th May, 2014
UMESH LAHOTI
CHAIRMAN
DIN-00361216
Mar 31, 2013
Dear Members,
The Directors have pleasure in placing before you the 28th Annual
Report of the Company, alongwith the Audited Statement of Accounts for
the year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS ( in Lac)
Particulars For the year ended on
31st March, 2013 31st March, 2012
Total Income 67.34 15.94
Profit/(Loss) 5.47 9.41
before Tax
Provision Current Tax 2.85 0.02
for Tax
Deferred Tax (0.00) 0.01
Tax for Earlier Years 0.00 (0.00)
Profit/(Loss) After Tax 2.65 9 .44
Balance B/F from earlier year 353.76 34432
Balance carried to Balance Sheet 356.42 353,77
1. PERFORMANCE REVIEW
During the year, your Company has performed extremely well as compared
to previous year. It has recorded a total income of 67.34 Lac against
the total income of '' 15.94 Lac in the previous year, with an increase
of 322.70%. The reason behind the increase in total income is due to
increase in export sale of cotton yarn and local sale of fabrics.
However, Net Profit after Taxation for the financial year ended March
31, 2013 had decreased to '' 2.65 Lac from '' 9.44 Lac due to increase in
cost of sales of the Company as compared to the previous year.
2. DIVIDEND
Your Directors recommend No Dividends for the year under review.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Directors'' Report.
4. PUBLIC DEPOSIT
The Company has not accepted deposit from public during the year under
review. As such, no amount of principal or interest is outstanding as
of the Balance Sheet date.
5. SUBSIDIARY COMPANIES
The Company as of March 31,2013 had one subsidiary, Viz. Crystal
Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.
No Independent Director on the Board of the Company is required to be
inducted on the Board of its subsidiaries as none of the subsidiary is
a material non-listed subsidiary Company as defined under revised
Clause 49 of the listing agreement. The Audit Committee of the Company
reviews the financial statements of the unlisted subsidiary companies.
The minutes of the Board meetings of unlisted subsidiary companies are
regularly placed at the Board meetings of the Company,
6. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES
Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular
No. 5/12/2007-CL-III dated February 08,2011, issued general exemption
under Section 212(8) of the Companies Act, 1956 to the Companies
fulfilling the conditions contained in the above circular from
complying with the provisions of sub-section (1) of Section 212 of the
Companies Act, 1956 which requires holding companies to attach annual
accounts and other documents of subsidiary companies to its Balance
Sheet. Accordingly, the Company has not attached the annual accounts
and other documents of its subsidiaries to this Annual Report.
Summarized financial information of each subsidiary has been included
in the disclosures to Consolidated Financial Statements of the Company.
Annual Accounts of Company''s subsidiary company and the related
detailed information will be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. Interested shareholders may write to Secretarial Department of
the Company in this regard.
The Annual Accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies.
7. DIRECTORS
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mr. Umesh Lahoti,
Executive Director, retire by rotation and are being eligible offer
themselves for re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(1)(g) of
the Companies Act, 1956.
8. COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act, 1956, a Compliance
Certificate from M/s. Kothari H & Associates, Practising Company
Secretaries, regarding status on compliance of the provisions of the
Companies Act, 1956 by the Company has been annexed along with this
report.
9. 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:
a. in the preparation of the annual accounts for the year ended March
31, 2013, the applicable Accounting Standards read with the
requirements set out under Schedule VI of the Companies Act, 1956 have
been followed and there are no material departures from the same, if
any;
b. the Directors have selected such Accounting Policies and applied
them consistently 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 as at March 31, 2013 and of the Profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. the Directors had prepared the annual accounts of the Company on a
''going concern'' basis.
10. AUDITORS AND AUDITORS REPORT
M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from M/s. K. K. Khadaria & Co.,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 224(lB) of the
Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the Companies Act,
1956.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act,1956.
11. LISTING
The Equity Shares of your Company are listed on Pune Stock Exchange
Limited, Pune, Maharashtra. It may be noted that there are no payments
outstanding to the Stock Exchanges by way of Listing Fees, etc.,
12. PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not a manufacturing Company and hence the particulars
required to be furnished U/s. 217(1)(e) of the Companies Act, 1956
regarding energy conservation measures, technology absorption and R & D
efforts does not apply to the Company.
During the period under review the Company has not earned any Foreign
Exchange and also incurred the Foreign Exchange outgo of Nil.
14. REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has implemented several best corporate governance
practices as prevalent globally.
The Report on Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement, forms the part of Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with conditions of Corporate Governance as stipulated under
the aforesaid Clause 49 is annexed to this Report.
15. ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted and sincere co-operation received by the Company from the
bankers, buyers and Suppliers.
The Directors also wish to put on record their appreciation of the
excellent contribution made by all the sections of employees for the
growth of the Company.
FOR & ON BEHALF OF BOARD OF DIRECTORS
Placet Mumbai UMESH LAHOTI
Date: 28th May, 2013 CHAIRMAN
Mar 31, 2012
Dear Members,
The Directors have pleasure in placing before you the 27th Annual
Report of the Company, alongwith the Audited Statement of Accounts for
the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS: (Rs in Thousands)
Particulars For the year For the year
ended ended
31st March, 2012 31st March, 2011
Total Income 1593.90 2760.46
Profit/(Loss) before Tax 941.47 2072.57
Provision Current Tax 2.44 265.30
for Tax MAT Credit Entitlement NIL (196.57)
Deferred Tax 1.36 NIL
Tax for Earlier Years (0,41) 16.43
Profit/(Loss) After Tax 943.98 1987.41
Balance B/F from earlier year 34432.35 32444.94
Balance carried to Balance Sheet 35376.33 34432.35
1. PERFORMANCE REVIEW
During the year, your Company has recorded a total income of Rs 1593.90
against Rs 2760.46 in the previous year, with the decrease of 42.26%
due to loss in sale of Investments. Accordingly Net Profit before
Taxation for the financial year ended March 31, 2012 had also been
decreased to Rs 943.98 from Rs 1987.41 which is decreased of 54.57% in
the previous year.
2. DIVIDEND
Your Directors recommend NIL Dividends for the year under review.
3. INCORPORATION OF WHOLLY OWNED SUBSIDIARY
Yours Directors are pleased to inform you, that the year under review,
we have incorporated Crystal Tradecom Limited, a Wholly Owned
Subsidiary of Hind Commerce Limited on 19th November, 2011. The Company
has also got Certificate for Commencement of Business from Registrar of
Companies, Maharashtra, Mumbai on 24th November, 2011 for commencing
its business operations.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Directors'' Report.
5. PUBLIC DEPOSIT
The Company has not accepted deposit from public during the year under
review. As such, no amount of principal or interest is outstanding as
of the Balance Sheet date.
6. SUBSIDIARY COMPANIES
The Company as of March 31, 2012 had one subsidiary, viz. Crystal
Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.
No Independent Director on the Board of the Company is required to be
inducted on the Board of its subsidiaries as none of the subsidiary is
a material non-listed subsidiary Company as defined under revised
Clause 49 of the listing agreement. The Audit Committee of the Company
reviews the financial statements of the unlisted subsidiary companies.
The minutes of the Board meetings of unlisted subsidiary companies are
regularly placed at the Board meetings of the Company.
7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES
Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular
No.5/12/2007-CL-III dated February 08, 2011, issued general exemption
under Section 212(8) of the Companies Act, 1956 to the Companies
fulfilling the conditions contained in the above circular from
complying with the provisions of sub-section (1) of Section 212 of the
Companies Act, 1956 which requires holding companies to attach annual
accounts and other documents of subsidiary companies to its Balance
Sheet. Accordingly, the Company has not attached the annual accounts
and other documents of its subsidiaries to this Annual Report.
Summarized financial information of each subsidiary has been included
in the disclosures to Consolidated Financial Statements of the Company.
Annual Accounts of Company''s subsidiary company and the related
detailed information will be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. Interested shareholders may write to Department of the Company
in this regard.
The Annual Accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies.
8. DIRECTORS
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mr. Prakash R. Bang,
Non-Executive Independent Director, retire by rotation and are being
eligible offer themselves for re-appointment at the ensuing Annual
General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(l)(g) of
the Companies Act, 1956.
9. 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:
a. in the preparation of the annual accounts for the year ended March
31 2012, the applicable Accounting Standards read with the requirements
set out under Schedule VI of the Companies Act, 1956 have been followed
and there are no material departures from the same, if any;
b. the Directors have selected such Accounting Policies and applied
them consistently 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 as at March 31, 2012 and of the Profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. the Directors had prepared the annual accounts of the Company on a
''going concern'' basis.
10. AUDITORS AND AUDITORS'' REPORT
M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from M/s. K. K. Khadaria & Co.,
Chartered Accountants, 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 that they are not disqualified for
reappointment within the meaning of Section 226 of the Companies Act
1956.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act,1956.
11. LISTING
At present the Company''s Equity Shares are listed at Pune Stock
Exchange, Pune and the Company has paid the Listing fees to the above
exchange for the financial year ended 2011- 2012.
12. PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not a manufacturing Company and hence the particulars
required to be furnished U/s. 217 (1) (e) of the Companies Act, 1956
regarding energy conservation measures, technology absorption and R & D
efforts does not apply to the Company.
During the period under review the Company has not earned any Foreign
Exchange and also incurred the Foreign Exchange outgo of Nil.
14. REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has implemented several best corporate governance
practices as prevalent globally.
The Report on Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement, forms the part of Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with conditions of Corporate Governance as stipulated under
the aforesaid Clause 49, is annexed to this Report.
15. ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted and sincere co-operation received by the Company from the
bankers, buyers and Suppliers.
The Directors also wish to put on record their appreciation of the
excellent contribution made by all the sections of employees for the
growth of the Company.
FOR & ON BEHALF OF BOARD OF DIRECTORS
Place: Mumbai UMESH LAHOTI
Date: 3rd August, 2012 DIRECTOR
Mar 31, 2011
Dear Members,
The Directors have pleasure in placing before you the 26th Annual
Report of the Company, alongwith the Audited Statement of Accounts for
the year ended 3 1st March, 2011.
FINANCIAL HIGHLIGHTS: (Rs in Thousand)
Particulars For the year For the year
ended 31-03-2011 ended 31.03.2010
TotalIncome 2760.46 (974)
Profit/(Loss) before Tax 2072.57 (1953.91)
Provision for Tax Current Tax 265.30 NIL
MAT Credit Entitlement (196.57) NIL
Deferred Tax NIL (2.54)
Tax for Earlier Years 16.43 22.99
Profit/(Loss) After Tax 1987.41 (1974.36)
Balance B/F from earlier year 32444.94 34419.30
Balance carried to BalanceSheet 34432.35 32444.94
1. DIVIDEND:
Your Directors recommend NIL Dividend for the year under review.
2. AUDITORS
M/s. K, K, KHADAR1A & CO., Chartered Accountants retire at the ensuing
Annual General Meeting and according to a Certificate received from
them U/S 224(1-B) of the Companies Act, 1956 are eligible for
re-appointment. The members are recommended to re-appoint them as the
Auditors of the Company.
3. DIRECTORS
At the ensuing Annual General Meeting Mr. Ujwal R. Lahoti is liable to
retire by rotation and is being eligible for re-appointment.
Mr. Sanjay Rajendra Soni was appointed as an Additional (Independent)
Director on 12th May, 2011 in place of Mr. Purshottam Sarda.
Applications under Section 257 have been received from some members
proposing the candidature of Sanjay Rajendra soni for the post of
directorship of the Company. Your directors recommend his appointment
as Directors of the Company.
4. EMPLOYEES:
No Employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
5. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company is not a manufacturing Company and hence the particulars
required to be furnished U/s. 217(1) (e) of the Companies Act, 1956
regarding energy conservation measures, technology absorption and R & D
efforts does not apply to the Company. During the period under review
the Company has earned Foreign Exchange of Rs. Nil and incurred the
Foreign Exchange outgo of Nil.
6. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors'' Report:
a) that in the preparation of Annual Accounts, the applicable
accounting standards had been followed;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Loss of the
Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors had prepared the annual accounts on a going
concern basis.
7 LISTING:
At present the Company''s Equity Shares are listed at Pune Stock
Exchange, Pune and the Company has paid the Listing fees to the above
exchange for the financial year ended 2011-12.
8. CORPORATE GOVERNANCE:
The Company has implemented various processes of Corporate Governance,
through meetings of the Directors by the Audit and Share Transfer &
Investor Grievance Committees of the Board.
The Securities and Exchange Board of India, vide an amendment to the
listing agreement, has directed listed Companies to follow a uniform
code of Corporate Governance which also includes disclosures in the
Annual Report pursuant to Clause 49 of the listing agreement.
Accordingly, a report on the Corporate Governance, auditor''s
certificate on compliance of Corporate Governance, and "Management
Discussion and Analysis" giving details of the Company''s business and
operating results are annexed as a part of the Annual Report for the
information of the Shareholders. The Company has obtained certificate
from the Managing Director of the Company.
9. ACKNOWLEDGEMENT:
The Directors wish to put on record their appreciation of the
wholehearted and sincere co- operation received by the Company from the
bankers, buyers and Suppliers.
The Directors also wish to put on record their appreciation of the
excellent contribution made by all the employees for the growlh of the
Company.
FOR & ON BEHALF OF BOARD OF DIRECTORS
Place: Mumbai UMESH LAHOTI.
Date : 25th August, 2011 DIRECTOR
Mar 31, 2008
The Directors have pleasure in placing before you the 23rd Annual
Report of the Company, along with the Audited Statement of Accounts
for the year ended 31 st March, 2008.
FINANCIAL HIGHLIGHTS: (Rs. In Thousand)
Particulars For the year For the year
ended ended
31.03.2008 31.03.2007
Income from Trading 50155.35 50220.49
Profit before Tax 7065.94 7767.97
Provision for Tax
Current Tax 355.36 515.47
Deferred Tax (0.26) (0.49)
Fringe Benefit Tax 2.14 1.13
MAT Credit (142.13) NIL
Profit AfterTax 6850.83 7251.86
Balance B/F from earlier year 30388.09 23136.22
Balance carried to 37238.92 30388.08
Balance Sheet
DIVIDEND:
Your Directors recommend NIL Dividend for the year under review.
AUDITORS:
M/s. K K KHADARIA & CO., Chartered Accountants retire at the ensuing
Annual General Meeting and according to a Certificate received from
them U/S 224(1-B) of the Companies Act, 1956 are eligible for
re-appointment. The members are recommended to re-appoint them as the
Auditors of the Company.
DIRECTORS:
There has been no change in the composition of the Board of Directors
of the Company during the financial year.
EMPLOYEES:
No Employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company is not a manufacturing Company and hence the particulars
required to be furnished U/s. 217 (1) (e) of the Companies Act, 1956
regarding energy conservation measures, technology absorption and R&D
efforts does not apply to the Company. During the period under review
the Company has earned Foreign Exchange of Rs. Nil and incurred the
Foreign Exchange out go of Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors Report:
a) that in the preparation of Annual Accounts, the applicable
accounting standards had been followed;
b) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit of the Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors had prepared the annual accounts on a going
concern basis
LISTING:
At present the Companys Equity Shares are listed at Pune Stock
Exchange, Pune and the Company has paid the Listing fees to the above
exchange for the year 2007-2008 and 2008-2009.
CORPORATE GOVERNANCE:
The Company has implemented various processes of Corporate Governance,
through meetings of the Directors by the Audit and Share Transfer &
Investor Grievance Committees of the Board.
The Securities and Exchange Board of India, vide an amendment to the
listing agreement, has directed listed Companies to follow a uniform
code of Corporate Governance which also includes disclosures in the
Annual Report pursuant to Clause 49 of the listing agreement.
Accordingly, a report on the Corporate Governance, auditors
certificate on compliance of Corporate Governance, and "Management
Discussion and Analysis" giving details of the Companys business and
operating results are annexed as a part of the Annual Report for the
information of the Shareholders. The Company has obtained!
certificate from the Managing Director of the Company.
ACKNOWLEDGEMENT:
The Directors wish to put on record their appreciation of the
wholehearted and sincere co-operation received by the Company from the
bankers, buyers and Suppliers. The Directors also wish to put on
record their appreciation of the excellent contribution made by all
the employees for the growth of the Company.
FOR & ON BEHALF OF BOARD OF DIRECTOR
Place :Mumbai UMESH LAHOTI
Date : 20th June, 2008 DIRECTOR
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