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Directors Report of Hotel Rugby Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors of the Company take pleasure in presenting the 24th Annual Report along with the Audited Accounts for the Financial Year ended 31st March, 2015.

1. Financial Results of The Company , The Financial performance of the Company for the Financial Year ended 31st March, 2015, is summarized below: -

(Rs. in Lacs)

2014-15 2013-14

Sales and other Income 17.41 25.11 Profit Before Interest, Tax And Depreciation , (22.90) 10.27

Interest 0.017 0.01

Profit Before Exceptional Items & Tax (22.89) 10.26

Less:-Exceptional Item Prior Period Expenses 0 0

Add:-Exceptional Income

a) Provision for Dimulation in Value of Investment earlier provided now written back 0 5.07

b) Amount of Margin Money Paid towards investment in NSEL Contracts Written off. 0 (64.43)

Profit Before Tax (22.89) (49.10)

Less:- Provision for Taxation 0 0

Net Profit After Tax (22.89) (49.10)

Excess/(short) Income Tax Provision (4.07) 1.80

Loss Brought Forward (3366.00) (3318.70)

Profit/(Loss) Available for Appropriation (3392.96) (3366.00)

2. Transfer to Reserves:

In view of Losses incurred during the year and due to accumulated losses of earlier years, the Company had not transferred any amount to the Reserves.

3. Operations

The Company has not carried out any Business activities during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

4. Dividend

In view of the losses during the year and accumulated losses of earlier years, your Directors express their inability to declare dividend for the year under review.

5. Public Deposit

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 73 and Section 76 of the Companies Act, 2013 and rules made framed there under, during the year under review. There are no unpaid and unclaimed deposits at the end of Financial Year 2014-15. Further, there was no default in repayment of Deposits and payment of interest thereon during the year.

6. Subsidiaries, Associate and. Joint Venture Companies:

The Company does not have Subsidiary, Associate and Joint Venture Companies.

7. Extracts of the Annual Return of the Company:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2015, in the prescribed form MGT - 9, forms part of the report and is annexed as Annexure I to this report.

8. Number of meetings of the Board/Committees of Board:

During the Financial Year 2014-15, five (5) Board Meetings were convened and held (excluding meeting of Independent Directors). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. '

The Board of Directors has constituted four committees namely - Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee which enables the Board to deal with specific areas/activities that need a closer review and to have an appropriate structure to assist in the discharge of their responsibilities. The details of the composition of the Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and their respective terms of reference are included in the Corporate Governance Report forming part of the Annual Report. The Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

The details of the Board meetings held during the year and that of Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee are also set out in the Corporate Governance Report forming part of the Annual Report.

9. Details about Directors and KMPs who were Appointed/Resigned during the' Financial Year. N Details of Directors

Sr. No Name Designation Appointment W.E.F. /Resignation

1 Mr. Ashok Kadakia Independent Director Appointment 30.09.2014

2. Mr. Dinesh Patel Independent Director Appointment 30.09.2014

Name Remarks

Mr. Ashoke kadakai Appointed by the shareholders at the Annual General Meeting held on 30.09.2014

Mr. Denesh patel Appointed by the shareholders at the Annual General Meeting held on 30.09.2014.

ii) Details of KMPs

Sr. No. Name Designation Appointment; W.E.F. Resignation

1 Suhas Pawar Company Appointment 1.09.2014 Secretary

2 Suhas Pawar Company Resignation 30.10.2014 Secretary

3 Mahendra CEO Appointment 31.03.2015 Thacker

4 Rajesh Parikh CFO Appointment 31.03.2015

Name Remarks

SUuhash pawar Appointed by Board of Director at the Board meeting held on 31.07.2014

Suhash pawar Resignation taken on record at the Board Meeting held on 30.10.2014

Mahendra Thaker Appointed by Board of Director at the Board meeting held on 31.03.2015

Rajesh parich Appointed by Board of Director at the Board meeting held on 31.03.2015

10. Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mahendra Thacker (DIN - 01405253), Director of the Company retires by rotation and offers himself for re-appointment.

11. A Statement on declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

12. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act,2013

(a) that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them Consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2015 and of the loss for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

13. Auditors

The Company's Auditors M/s. R. Kabra & Co., Chartered Accountants, Mumbai (FRN-104502W) were appointed at the 23rd Annual General Meeting (AGM) held on 30.09.2014 for a period 3 (Three) years i.e. from the Conclusion of 23rd AGM until the conclusion of 26th AGM subject to ratification by Members at every subsequent AGM. However, M/s. R. Kabra & Co., Chartered Accountants, Mumbai (FRN-104502W) vide their letter dated 10.07.2015 had expressed their inability to continue as the Statutory Auditors of the Company from the conclusion of the 24th AGM of the Company Financial Year due to other pre-occupation. Therefore, your Directors approached M/S; R. K. Patni &Co., Chartered Accountants, Mumbai (FRN-131257W), who had expressed their willingness and eligibility to act as Statutory Auditors of the Company and also furnished the Certificate certifying that they fulfill the criteria pursuant to Section 141 of the Companies Act, 2013. Accordingly, on recommendation of the Audit Committee and subject to approval of the Members they were appointed as the Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 29th AGM subject to ratification by Members at every subsequent AGM on such Remuneration as may be decided by the Board of Directors of the Company.

14. Internal Auditors, Internal Control System and their Adequacy:

Pursuant to provisions of Section 138 of the Companies Act, 2013 and relevant Rules framed there under, the Company has appointed M/s M. H. Dalai & Associates, Chartered Accountants, Mumbai (Firm Registration Number - 112449W) as Internal Auditors of the Company for the Financial Year 2014-15. The Internal Auditors are require to report to the Audit Committee of the Board after conducting comprehensive audit of operations of the Company.

In order to attain the corporate objectives, strict internal controls systems were implemented across the organization. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

15. Policies on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178:

The Company has a Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules framed there under and as amended from time to time. The policy shall apply to all Directors (Executive, Non Executive & Independent), Key Managerial Personnel and Senior Management. The Policy laid down the roles of the Committee, criterion for appointment of Directors, Key Managerial Personnel and Senior Management and parameters for determining the remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

16. Whistle Blower Policy:-

Pursuant to-the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors/Committee Members and employees to report instances of unethical behavior, actual or potential fraud or violation of the Company's Code of Conduct or Ethics policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairperson of the Audit Committee in exceptional cases.

17. Corporate Social Responsibility:

Though the provisions of Section 135 of The Companies Act, 2013 and Rules framed there under regarding Corporate Social Responsibility are not applicable to the Company, the Company has framed the Corporate Social Responsibility (CSR) Committee as per the requirement of Companies Act, 2013, which consists of Mr. Mahendra Thacker (Executive Director), Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok Kadakia (Independent Director). The Company believes that Corporate Social Responsibility (CSR) is the continuing commitment for improving the quality of life of the society at large.

18. Reservation and qualification on Auditor Report.

Regarding qualification made by the Auditors in their Report on Note no. 21 of Accounts and point no. (i)(c) of Annexure to Auditors' Report w.r.t. Going Concern Concept, we state as under: The Company is having liquid funds and is looking for some good avenue of business. The Company has invested most of its liquid funds on short term basis so that funds can be available whenever required.

The qualifications made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

19. Details in respect of frauds reported by Auditors pursuant to section 143(12) of the Companies Act, 2013:

During the year under review, there were no incidences of fraud reported by Auditors.

20. Secretarial Audit report given by Company Secretary in practice:

Pursuant to the provisions of Section 204 of the Companies Act, 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Sanjay Dholakia & Associates, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as Annexure - II to this Report. The said report, does not contain any qualification, reservation or adverse remarks.

21. Disclosures relating to Loans, Guarantees or Investments made by company under section 186.

During the year under review, the Company had not given any Loans and Guarantees. The details of Investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013 are duly mention in the Notes to Accounts forming the part of Annual Financial Statements for the year ended 31st March, 2015.

22. Particulars of contracts or arrangements with related parties referred to in sub-section(1) of section 188:

There were no Related Party Transactions during the year under review.

23. Corporate Governance Report and Management Discussions and Analysis:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled 'Report on Corporate Governance' and 'Management Discussion Analysis (as per Annexure - III)' forms part of this Annual Report.

The Report on Corporate Governance also includes certain disclosures that are required, as per Companies Act, 2013. Auditors' Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement also forms part of this Annual Report.

24. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the Financial Year Financial Year of the company to which the financial statements relate and the date of the report:

In terms of the information required under Sub-section (3)(l) of Section 134 it is to be noted that there are no material Changes and commitments affecting the financial position of the company have. occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report. <

25. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo.

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of | Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are not applicable.

B. During the year under review there has been no earnings and outgo in foreign exchange.

26. Disclosures about annual performance evaluation by the Directors of the Company of its own and committees and Individual Directors The Nomination and Remuneration Committee laid down the criteria for performance evaluation of Directors including Independent Directors, Board of Directors and Committees of the Board. The criteria for performance evaluation covers the areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations except the following:

Revocation of Suspension of trading of equity:

During the Financial Year, Company has paid Rs. 24,71,920 to BSE Ltd towards Revocation of Suspension in trading of equity shares on BSE on 02.06.2014. In October, 2014, BSE Ltd has revoked the suspension on trading of the equity Shares of the Company. Accordingly now the Company's Equity shares can be traded on BSE along with NSE.

28. Information in terms of under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) The information pertaining to Rule 5 of the Company (Appointment and Remuneration of Managerial Personnel Rules, 2014) is given as below:

(i) the ratio of the remuneration of each Director to the median remuneration of the Employees of the company for the Financial Year is not required to be mentioned as there were no employees in the Company during the year under review;

(ii) during the year under review, no remuneration was paid to Directors of the Company. The salary of Rs. 25,000/- p.m. was paid to Mr. Suhas Pawar, Company Secretary of the Company for a period of two months. Mr. Rajesh Parikh and Mr. Mahendra Thacker were appointed as Chief Financial Officer and Chief Executive Officer respectively w.e.f. 31.03.2015. There was no Manager in the Company;

(iii) the details w.r.t. the percentage increase in the median remuneration of employees in the Financial Year is not required to be given, as there were no employees in the Company during the year under review;

(iv) there were no permanent employees during the year under review;

(v) the explanation on the relationship between average increase" in remuneration and company performance is not required to be given, as there were no employees during the year under review;

(vi) Mr. Suhas Pawar was appointed as Company Secretary of the Company as all Companies having paid up capital of Rs. 5 Crores or more are required to appoint Whole-Time Company Secretary in employment.

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current Financial Year and previous Financial Year and percentage, increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies:

Stock Market Market Market exchange Price as on Price as on Capitalization 31.03-2014 31.03.2015 as on31.03.2014

As per BSE - 3.21 -

As per NSE 420 4.25 60155760

Stock exchange Market PE Ratio as on PE Ratio as on Capitalization 31.3.2014 31.03,2015 as on 31.03.2015

As per BSE 45976188 - 16.89

As per NSE 60871900 -12.73 -22.37

(viii) the details w.r.t. average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in. the managerial remuneration and justification thereof, is not required to be given as there were no employees in the previous Financial Year and during the year under review and no managerial remuneration was paid;

(ix) the details w.r.t. the key parameters for any variable component of remuneration availed by the Directors is not required to be given as no remuneration was paid to the Directors;

(x) the details w.r.t, the ratio of the remuneration of the highest paid Director to that of the Employees who are not directors but receive remuneration in excess of the highest paid director during the year, is not required to be given as no remuneration was paid to Directors and there were no employees during the year under review; and

(xi) the details w.r.t. affirmation that the remuneration is as per the remuneration policy of the company, is not required to be given as there wene no employees and no remuneration was paid to Directors. Further, Remuneration paid to Mr. Suhas Pawar, Company Secretary of the Company, was paid as per the Remuneration Policy of the Company.

29. Risk Management:

Your Company recognized that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner there are no risks which in the opinion of the board affect the company operations on going concern basis. The Board periodically reviews the risks & measures are taken for mitigation.

30. Prevention of Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed hereunder. No complaints were received during the year under the said policy.

31. Acknowledgement

The Directors gratefully acknowledge all stakeholders of the Company viz. Members and banks for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors



sd/-

Place Mumbai MAHENDRATHACKER

Date: 10.08.2015 CHAIRMAN

DIN-01405253


Mar 31, 2014

Dear Members,

The Directors hereby present the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:

(Rs. in Lacs)

For the For the Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 25.11 35.34

Profit Before Interest, Tax And Depreciation 10.27 11.48

Interest 0.01 3.79

Profit Before Exceptional Items & Tax 10.26 7.69

Less:- Exceptional Item

Prior Period Expenses 0 0

Add :- Exceptional Income

a) Provision for Dimulation in value of Investment earlier provided now written back 5.07 305.87

b) Amount of Margin Money Paid towards investment inNSEL Contracts written off. (64.43) 0

Profit Before Tax (49.10) 313.56

Less :- Provision for Taxation 0 1.86

Net Profit After Tax (49.10) 311.70 Excess Income Tax Provision 1.80 0 Loss Brought forward (3318.70) (3630.40)

Profit/(Loss) Available for Appropriation 3366.00 3318.70

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS'' REPORT:

The Board''s reply regarding the sub point (e) of point 2 to the Auditors'' Report that disqualification of directors was on account of non filing of annual accounts and annual returns for three consecutive years in its subsidiary companies namely Jai Thackers Land Development Limited and Polar Finance Limited. Subsequently, they ceased to be the subsidiary companies of the Company and converted themselves into a Private Company. Moreover, the period of five years of disqualification of directors started from the date on which the subsidiary Companies failed to file annual accounts and annual returns i.e. 29.11.2008 and ended on 29.11.2013. In view of the aforesaid facts, at present no Directors of the Company are disqualified from being appointed and/or re-appointed as a Director.

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not require any comments from your Directors pursuant to Section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s R. Kabra & Co., Chartered Accountants (FRN:104502W), Mumbai, retire at the forthcoming Annual General Meeting and being eligible to hold the office for a term of 3 more years, subject to ratification by the Members at every AGM, offer themselves for re-appointment. The Auditors retiring have furnished a certificate of their eligibility for re-appointment under Section 139 of the Companies Act, 2013 and rules made thereunder and have indicated their willingness to continue. The Members are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Polar Finance Limited ceased to be subsidiary during the year under reference. As a result of which there are no other subsidiaries in the Company.

In view of the above, a statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary to be appended to the Balance Sheet and other relevant disclosures are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs.60,00,000 p.a. or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Darshana M. Thacker (DIN:02003242) retires by rotation and being eligible offers herself for re-appointment.

During the year under review, Mr. Dinesh L. Patel (DIN:06439238) was appointed by the Board at their meeting held on 31.01.2014 as an Additional Director (Independent Director) of the Company. The Company has received a Notice in writing from a Member along with requisite deposit under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director. Your Directors recommend his appointment.

As per provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including statutory modification(s) or re- enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, the Board recommends the reappointment of Mr. Ashok M. Kadakia as the Independent Director of the Company for a period of five years upto 31st March 2019. The Company has received a Notice in writing from a Member along with requisite deposit proposing his candidature for the office of Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(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 on 31st March, 2014 and of the Profit/ Loss of the Company for the year under review;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2014 31.03.2013

Foreign Exchange Earnings Rs. NIL Rs. NIL

Foreign Exchange Outgo Rs. NIL Rs. NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Mr. Mahendra Thacker Date : 31.07.2014 Director Place : Mumbai (DIN:01405253)

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai - 400 020.


Mar 31, 2013

The Directors hereby present the 22nd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS :

The figures of the current accounting year are summarized below:

(Rs. in Lacs

Particulars For the For the Year ended Year ended 31.03.2013 31.03.2012

Sales and Other Income 35.34 43.89

Profit Before Interest, Tax

And Depreciation 11.48 28.50

Interest 3.79 2.21

Profit Before Exceptional Items & Tax 7.69 26.29

Less :- Exceptional Item

Prior Period Expenses 0 0

Add :- Exceptional Income

Provision for Dimulation in value of Investment earlier

provided now written back 305.87 0

Profit Before Tax 313.56 26.29

Less :- Provision for Taxation 1.86 0.70

Net Profit After Tax 311.70 25.59

Loss Brought forward (3630.40) (3655.99)

Profit/(Loss) Available for Appropriation (3318.70) (3630.40)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

Disqualification of Directors was on account of non filing of annual accounts and annual returns for three consecutive years in its subsidiary company namely Jai Thackers Land Development Limited. Subsequently, it ceased to be a subsidiary company of the Company and converted into a Private Company. Therefore disqualification of directors is no more applicable to the Directors as Section 274 (1) (g) is not applicable to Private Company.

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not require any comments from your Directors pursuant to Section 217(3) of the Companies Act, 1956.

AUDITORS :

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Jai Thackers Land Development Limited ceased to be subsidiary during the year under reference. The Company has now only one subsidiary namely Polar Finance Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified in Section 212(1) in respect of the Subsidiary Company have not been attached to the Balance Sheet. Financial Information of the Subsidiary Company is disclosed in the Annual Report. The Company will make available these documents/details to the Members of the Company and the Subsidiary Company upon request made in this regard to the Company. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned Subsidiary Company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs. 60,00,000 p.a. or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Kadakia retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. V. P Shah ceased to be a Director of the Company due to his sudden demise on 06.02.2013. The Board appreciates the valuable contribution and guidance provided by him.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(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 on 31st March, 2013 and of the Profit/ Loss of the Company for the year under review;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

APPRECIATION :

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Sd/-

Mr. Mahendra Thacker

Date : 31st July 2013 Managing Director

Place : Mumbai

Regd. Office: Mr. Ashok Kadakia

6, Stadium House Director

81/83 Veer Nariman Road

Mumbai - 400 020.


Mar 31, 2012

The Directors hereby present the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below: (Rs.in Lacs) Stand-alone Results Consolidated Results

Particulars For the For the For the For the Year Year Year Year ended ended ended ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011 Sales and Other Income 43.89 36.89 123.44 36.90

Profit Before Interest, Tax And Depreciation 28.50 21.74 107.83 21.25

Interest 2.21 0 2.21 0.0009

Profit Before Exceptional Items & Tax 26.29 21.74 105.62 21.24

Less:- Exceptional Item

Prior Period Expenses 0 2.14 0 0 Add :- Exceptional Income

Sundry deposit provided earlier written back 0 50.00 0 0

Profit Before Tax 26.29 69.60 105.62 21.24

Less:-Provision for Taxation 0.70 0 15.90 0

Net Profit After Tax 25.59 69.60 89.72 21.24

Less: Short Provision for Income 0 1.63 1.00 0 Tax earlier year

Add: Deferred Tax Reversed of earlier year 0 0 0 0

25.59 67.97 88.72 21.24

Loss Brought forward (3655.99) (3723.96) (4875.46) (4942.93)

Profit/(Loss) Available for Appropriation (3630.40) (3655.99) (4786.74) (4875.46)

APPROPRIATIONS:

Transfer to General Reserve NIL NIL

Proposed Dividend NIL NIL

Balance Carried To Balance Sheet (3630.40) (3655.99)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under.review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to Point No.4 (f) (1) of Auditors Report, in respect of Note 16 pertaining to accounts prepared on going concern basis, the Board wishes to state that the Company has sold majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts ongoing concern basis.

With regard to Point No.4 (f) (2) of Auditors Report, in respect of Note 1 pertaining to the Share Capital of the Company, the Board wishes to state that Note 1(a) has given full details.

With regard to Point No.4 (f) (2) of Auditors Report, in respect of Note 6 pertaining to non-verification of investments, it is hereby clarified that the same is certified by the management.

The other observations, if any, made by the Auditors in their Audit Report have been duly clarified and explained either in the Report or in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

The Company has two subsidiaries viz. Polar Finance Limited and Jai Thackers Land Development Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified

in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. Financial Information of the subsidiary Companies is disclosed in the Annual Report. The Company will make available these documents/details to the members of the Company and the Subsidiary Companies upon request made in this regard to the Company. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned subsidiary company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiaries is annexed to this Annual Report. Jai Thacker's Land Development Ltd ceased to be subsidiary on account of sale of shares by the Company from July 2012.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs. 2,00,000 p.m or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. V. P. Shah retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. Jyotindra Kapadia ceased to be a director of the Company due to his sudden demise on 27.06.2012. The Board appreciates the valuable contribution and guidance provided by him.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(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 on 31st March, 2012 and of the Profit/ Loss of the Company for the year under review;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2012 31.03.2011

Foreign Exchange Earnings Rs.NIL Rs.NIL

Foreign Exchange Outgo Rs.NIL Rs.NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

sd/- Mr. Mahendra Thacker Managing Director

sd/- Mr. Ashok Kadakia Director

Date : 31.07.2012 Place: Mumbai

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai-400 020.


Mar 31, 2011

Dear Members,

The Directors hereby present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:

Particulars For the For the Year ended Year ended 31.03.2011 31.03.2010 (Rs.in Lacs) (Rs.in Lacs)

Sales and Other Income 36.89 28.82

Profit Before Interest, TaxAnd 21.74 13.22 Depreciation

Interest 0 1.72

Profit Before Exceptional Items & Tax 21.74 11.50

Less :- Exceptional Item

Prior Period Expenses 2.14 0.00

Add :- Exceptional Income

Sundry deposit provided earlier written 50.00 0 back

Profit Before Tax 69.60 11.50

Less :- Provision for Taxation 0 1.80

Net Profit After Tax 69.60 9.70

Less: Short Provision for Income Tax 1.63 0.03 earlier year

Add: Deferred Tax Reversed of earlier 0 1.54 year

67.97 11.21

Loss Brought forward (3723.96) (3735.17)

Profit/(Loss) Available for (3723.96) (3735.17) Aprropriation

Profit/(Loss) Brought Forward (3655.99) (3723.96)

APPROPRIATIONS:

Transfer to Gener.al Reserve NIL NIL

Proposed Dividend . NIL NIL

Balance Carried To Balance Sheet (3655.99) (3723.96)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to point 4 (f) (1) pertaining to accounts prepared on going concern basis the Board wishes to state that the Company has sold majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts on going concern basis.

With regard to point 4 (f) (2) pertaining to the Share Capital of the Company, the Board wishes to state that Schedule I has given full details. As regards non-verification of investments, the same is certified by the management.

The other observations, if any, made by the Auditors in their Audit Report have been duly clarified and explained either in the Report or in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

The Company has two subsidiaries viz. Polar Finance Limited and Jai Thackers Land Development Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. Financial Information of the subsidiary Companies is disclosed in the Annual Report. The Company will make available these documents/details to the members of the Company and the Subsidiary Companies

upon request made in this regard to the Company. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned subsidiary company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute o Chartered Accountants of India, the Consolidated Financial Statements of the Company and it: subsidiaries is annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs.2,00,000 p.m or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Kadakia retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. Jyotindra Kapadia was appointed as an Additional Director w.e.f 01.02.2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Jyotindra Kapadia holds office only up to the Annual General Meeting. The appointment of the Director requires approval of the shareholders in General Meeting by way of ordinary resolution.

Mr. Mihir Thacker resigned from the Board w.e.f 29.08.2011. The Board wishes to place on record its appreciation for services rendered by him during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(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 on 31sl March, 2011 and of the Profit/ Loss of the Company for the year under review;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along- with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2011 31.03.2010

Foreign Exchange Earnings Rs. NIL Rs.NIL

Foreign Exchange Outgo Rs. NIL Rs.NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Mr. Mahendra Thacker Managing Director

Mrs. Darshana Thacker

Executive Director

Date : 29.08.2011 Place : Mumbai

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai - 400 020.


Mar 31, 2010

The Directors hereby present the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:





Particulars For the For the Year ended Year ended

31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 28.82 52.56

Profit Before Interest,

TaxAnd Depreciation 13.22 (1.62)

Interest 1.72 1.31

Depreciation 0 1.60

Profit / (Loss) Before Tax 11.50 (4.54)

Less :- Exceptional Item 0.00 0.00

Add :- Exceptional Income (M/s. Rupali Commercial 0 56.49 Pvt. Ltd. towards Time Share settlement)

Less : - Provision for Taxation

- Fringe Benefit Tax 0.03 0.02

- Current Tax 0 5.35

- Deferred Tax 0 (0.18)

Net Profit / (Loss) After Tax 11.47 46.76

Short Provision for Income Tax earlier year 0.00 0.00

Deferred Tax Reversed of earlier year 1.54 0.00

Profit/(Loss) Brought Forward (3735.17) (3781.93)

Profit/floss) Available for Appropriation (3722.16) (3735.17)

APPROPRIATIONS:

Transfer to General Reserve NiL NIL

Proposed Dividend NiL NIL

Balance Carried To Balance Sheet (3722.16) (3735.17)





DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken.

PUBLIC DEPOSITS.

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to point 4 (f) (1) pertaining to uncertainty about discharge of retirement benefit the Board wishes to state that the Company has sold majority of its Fixed Assets and there is no employee of the Company. The Company has already paid all its statutory liabilities and also other pending amounts towards the benefits. There is no claim from any of the employee of the Company.

With regard to point 4 (f) (2) pertaining to accounts prepared on going concern basis the Board wishes to state that the Company has sold its majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts on going concerned basis.

With regard to point 4 (f) (3) pertaining to Subsidiary Companies Account, the Board wishes to state that the Company has already prepared a consolidated account and is attached to the Balance Sheet. Further both the subsidiary do not have any business or no major expenses. In view of this the Company has not given particulars of the Subsidiary.

With regard to point 4 (f) (4) pertaining to the Share Capital of the Company, the Board wishes to state that the Schedule I has given full details. As regards non verification of investments, the same is certified by the management.

The other observations made by the Auditors in their Audit Report have been duly clarified and explained either in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra it Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Polar Finance Limited and M/s. Jai Thackers Land Development Ltd. continued to be Subsidiaries of your Company during the year under review. The Company has already attached Consolidated Accounts incorporating Accounts of Subsidiaries.

PARTICULARS OF EMPLOYEES :

During the year under review, as there were no employees on the payroll of the Company, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. V. R Shah retires by rotation and being eligible offers himself for re-appointment. During the year Mr. Jitendra Shah resigned from the board w.e.f. 20-3-2010. The board wishes to place on record its appreciation for the services rendered by him during his tenure.

The information to be provided for the abovementioned director under Corporate Governance Codes of the Listing Agreement has been given in the Corporate Governance Section of the Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed except Accounting Standard 15 for gratuity liability relating to previous years.

(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 on 31st March, 2010 and of the Loss of the Company for the year under review;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the,Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments and awareness of the employees through training has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:





31.03.2010 31.03.2009

Foreign Exchange Earnings Rs. NIL Rs.NIL

Foreign Exchange Outgo Rs. NIL Rs.NIL





APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders, Bankers, Financial Institutions and valued Customers of the Company.





For and On behalf Of the Board

Mr. Mahendra Thacker

Date : 31.08.2010 Managing Director

Place : Mumbai

Regd. Office:

6, Stadium House

81/83 Veer Nariman Road

Mumbai - 400 020.

Mr. Ashok Kadakia

Director

 
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