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Directors Report of HRB Floriculture Ltd.

Mar 31, 2013

To, The Shareholders of HRB FLORICULTURE LIMITED,

JAIPUR.

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Annual Accounts of the Company for the year ended March 31st, 2013.

FINANCIAL SUMMARY

Particulars Finaceal Year 2012-13 Finaceal Year 2011-13

Net Profity(Loss) for the year (before depreciation and tax) (35,22,191) (5,78,195)

Less: Depreciation/ Amortization 12,05,181 11,93,013

Net Profit after depreciation before tax (47,27,372) (17,71,208)

Less: Income Tax

Deferred Tax (6,610) 3,083

Net profit for the year (after depreciation and tax) (47,20,762) (17,74,291)

Brought Forward Profit/(Loss) from last year (80,21,928) (62,47,637)

Balance as at year end carried over to next year (1,27,42,690) (80,21,928)

DIVIDEND In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31, 2013.

CAPITAL STRUCTURE

During the FY 12-13 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 2,27,63,000/-.

AUDITORS AND AUDITOR REPORT

M/s B. Khosla & Co., Chartered Accountants, Jaipur Auditor of the Company retires at the forthcoming Annual General Meeting and being eligible offer itself for re-appointment.

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

The qualifications/observations of the Auditor are self-explanatory and do not call for any further comments.

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 Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

- MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

BOARD OF DIRECTORS

Retire by Rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mrs. Sunita Parwal, Director of the Company retires by rotation on the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

A brief resume and other information required under clause 49 of the listing agreement is included in the notice of Annual General Meeting. The Board recommends their re- appointment.

- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE EARNING AND OUTGO

The company is making all round effort for conservation of energy. The measures are carried out on on-going basis throughout the year.

The particulars relating to foreign exchange earnings and outgo are NIL.

- FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

- PARTICULARS OF THE EMPLOYEE

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 during the year under review.

- DIRECTORS'' RESPONSIBILITY STATEMENT;

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

i. that in preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made the judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of loss of the company for the year under review;

iii. 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;

iv. that the directors had prepared the accounts for the financial year ended on 31st March 2013, on a ''going concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATAEMENTS

Pursuant to acquisition of 100% holding/voting power by the Company (HRB Floriculture Limited); "H R B Constructions Private Limited" became the wholly owned subsidiary of the Company since 10.10.2005.

As required under the Listing agreement with the stock exchange, a consolidated financial statement of the Company and its subsidiary "H R B Constructions Private Limited" is attached.

The Board periodically reviews the working and performance of its subsidiary Company.

The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the company who may be interested in obtaining the same. The Consolidated Financial statements presented by the Company include financial results of its subsidiary also.

TECHNOLOGY ABSORPTION:

Specific areas in which R&D work carried out by the company: The Company''s R&D activities concentrate on adaptation of new technology and techniques to suit the climatic and local conditions, mainly in the area of the productivity and better quality of the produce.

- Benefit derived as a result of the above R&D:

Cost reduction and Improvement in quality.

- Future plan of action:

Continuance of such effort for improvement in quality and increase production.

- Expenditure on R & D:

The expenditure form the part of general overhead of the company, the precise amount is not quantifiable.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Effort in brief made towards technology absorption, adoption and innovation:

The company has made efforts to develop better techniques and better quality of the product.

Benefit derived as a result of above efforts:

i. Better quality of product. ii. Cost reduction.

- COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

Further, it is proposed to appoint, M/s V. M. & Associates, Company Secretaries in Whole-time Practice, for issuance of Compliance Certificate under Section 383A of the Companies Act, 1956, for the financial year 2013-14.

- ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company''s Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

PLACE: JAIPUR FOR AND ON BEHALF OF BOARD OF DIRECTORS

DATE: 29.05.2013 KRISHAN KUMAR PARWAL CHAIRMAN


Mar 31, 2012

To, The Shareholders of HRB FLORICULTURE LIMITED, JAIPUR.

The Directors have pleasure in presenting their 17th Annual Report together with the Audited Annual Accounts of the Company for the year ended March 31, 2012.

FINANCIAL PERFORMANCE :

For the year For the year 2011-2012 2010-2011

Net Profit/(Loss) for the year (before depreciation and tax) (578,195) (569,258)

Less:

Depreciation/ Amortisation 1,193,013 1,192,865

Net Profit after depreciation before tax (1,771,208) (1,762,123)

Less:

Income Tax - -

Deferred Tax 3,083 2,186

Net profit for the year (after depreciation and tax) (1,774,291) (1,764,309)

Brought Forward Profit/(Loss) from last year (6,247,637) (4,483,328)

Balance as at year end carried over to next year (8,021,928) (6,247,637)

DIVIDEND

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the yearended March 31, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr.PuneetParwal, Whole-Time Director of the Company retires by rotation on the ensuing Annual General Meeting and is eligible for re-appointment.

Mr.Vimal Jugal Kishor Chandak, Mr.Ramesh Kumar Somani and Mr.Amit Sharda were appointed as additional directorsw.e.f. 29.05.2012.

In terms of the provisions of Companies Act, 1956 Mr.VimalJugalKishorChandak, Mr. Ramesh Kumar Somani and Mr.Amit Sharda hold office until the date of ensuring Annual General meeting. Their appointment as an Ordinary Director of the Company is placed before the members for consideration.

DEMAT CONNECTIVITY WITH NSDL AND CDSL:

During the Financial Year, the Company initiated for DEMAT connectivity with NSDL and CDSL. Pursuant to this, at present, the Company has DEMAT connectivity with both the depositories.

REGISTRAR AND SHARE TRANSFER AGENT:

During the Financial year, the Company got itself registered with M/s PurvaSharegistry India (P) Ltd., Lower Parel, Mumbai, for acting as Registrar & Share Transfer Agent of the company for physical share transfers and Demat connectivity with CDSL &NSDL and all matters connected thereto.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATAEMENTS

Pursuant to acquisition of 100% holding/voting power by the Company (HRB Floriculture Limited); "H R B Constructions Private Limited" became the wholly owned subsidiary of the Company sincelO. 10.2005.

As required under the Listing agreement with the stock exchange, a consolidated financial statement of the Company and its subsidiary "H R B Constructions Private Limited" is attached.

The Board periodically reviews the working and performance of its subsidiary Company.

The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the company who may be interested in obtaining the same. The Consolidated Financial statements presented by the Company include financial results of its subsidiary also.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i. that in preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of loss of the company for the year under review;

iii. 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;

iv. that the directors had prepared the accounts for the financial year ended 31st March 2012 on a ''going concern'' basis.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

The company is making all round effort for conservation of energy. The measures are carried out on on-going basis throughout the year.

TECHNOLOGY ABSORPTION:

Specific areas in which R & D work carried out by the company: The Company''s R & D activities concentrate on adaptation of new technology and techniques to suit the climatic and local conditions, mainly in the area of the productivity and better quality of the produce.

Benefit derived as a result of the above R & D: Cost reduction and Improvement in quality.

Future plan of action: Continuance of such effort for improvement in quality and increase production. Expenditure on R & D: The expenditure form the part of general overhead of the company, the precise amount is not quantifiable.

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION

Effort in brief made towards technology absorption, adoption and innovation:

The company has made efforts to develop better techniques and better quality of the product. Benefit derived as a result of above efforts:

i. Better quality of product.

ii.Cost reduction.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review the company has expended Rs. Nil of foreign exchange. The company has not earned any foreign exchange.

AUDITORS:

M/s B. KHOSLA & CO., Chartered Accountants, Jaipur Auditor of the Company retire at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment."

The Company had received letter from M/s B. KHOSLA & CO., Chartered Accountants, Jaipur to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditor are self-explanatory and explained clarified wherever necessary in appropriate notes to Accounts.

COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

Further, it is proposed to appoint, M/s V. M. & Associates, Company Secretaries in Whole-time Practice, for issuance of Compliance Certificate under section 383A of the Companies Act, 1956, for the financial year 2012-13.

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director''s Report.

CORPORATE GOVERNANCE:

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company.

LISTING:

The shares of the company are listed in Jaipur, Mumbai, Ahmedabad, Delhi and Kolkata Stock Exchange. The company during the year has paid listing fees up to financial year ended March 31, 2012 toBombay Stock Exchange. Listing Fees to other exchanges has not been paid by the company.

PARTICULARS OF THE EMPLOYEE:

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company''s Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Place: JAIPUR

KRISHAN KUMAR PARWAL

Date: 29th MAY, 2012

CHAIRMAN


Mar 31, 2011

The directors have pleasure in presenting the 16th Annual Report together with audited statements of the accounts for the year ending 31st March 2011. The report is as under: -

FINANCIAL PERFORMANCE

For the year ended For the year ended

31-3-2011 (Rs.) 31-3-2010 (Rs.)

Profit/ (Loss) for the year (before tax and (5,69,258.01) 11,12,494.20 depreciation)

Less: Depreciation & Amortization of the 11,92,865.00 11,88,918.00 advance made for the lease rights of the Agricultural land

Profit / (Loss) during the year before tax (17,62,123.01) (76,423.80)

Less: Income Tax - 1,03,090

: Deferred Tax Charge/(Credit) 2186.00 2,330

Profit/(Loss) After Tax (17,64,309.01) (1,81,843.80)

Add/(Less): Profit/(Loss) Brought forward (44,83,327.86) (43,01,484.06) from last year

"Balance of Loss up to 31-3-2010 (6,247,636.87) (44,83,327.86)

Your directors recommend carrying forward the loss to next year.

DIRECTORS

Smt. Sunita Parwal, Director of the company retires by rotation on the ensuing Annual General Meeting and is eligible for re-appointment.

PARTICULARS OF THE EMPLOYEE

There is no person in the employment of the company drawing or entitled to draw a remuneration of Rs.60,00,000.00 or more per annum or Rs. 5,00,000.00 or more per men sum, if employed for the part of the year.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

Further, it is proposed to appoint, M/s V. M. & Associates, Company Secretaries in Whole-time Practice, for issuance of Compliance Certificate under section 383A of the Companies Act, 1956, for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec. 2i7(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of loss of the company for the year under review;

(iii) 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

LISTING

The shares of the company are listed in Jaipur, Mumbai. Ahmedabad, Delhi and Kolkata Stock Exchange. The company has not paid Listing Fees for any of the above stock exchanges.

AUDITORS

M/s B. Khosla & Co., Chartered Accountants, Jaipur retiring auditors and being eligible, offer themselves for re-appointment.

For and on Behalf of the Board

KRISHAN KUMAR PARWAL PUNEET PARWAL

Managing Director Whole-time Director

Jaipur

Dated: September 1,2011


Mar 31, 2010

The director have pleasure in presenting the 15th Annual Report together with audited statement of the accounts for the year ending 31st March 2010, The report is as under:-

FINANCIAL PERFORMANCE

For the year For the year ended ended 31-3-2010 (Rs.) 31-3-2009 (Rs.)

Profit/ (Loss) for the year (before tax and 11,12,494.20 (56,25,706.14) depreciation)

Less: Depreciation & Amortization of the 11,88,918.00 11,97,348.00 advance made for the lease rights of the Agricultural land

Profit/(Loss) during the year before tax (76,423.80) (68,23,054.14)

Less: Income Tax 1,03,140 19984

: Deferred Tax Charge/ (Credit) 2,330 18,04,982

: Fringe Benefit Tax (50) 8,451

Profit/(Loss) After Tax (1,81,843.80) (86,56,471.14)

Add/(Less): Profit/(Loss) Brought forward from last year (43,01,484.06) (43,54,987.08) Balance of Loss up to 31-3-2010 (44,83,327.86) (43,01.484.06)

Your directors recommend carrying forward the loss to next year.

DIRECTORS

Sh, Puneet Pamal, Director of the company retires by rotation on the ensuing Annual General Meeting and is eligible for re-appointment.

PARTICULARS OF THE EMPLOYEE

There is no person In the employment of the company drawing or entitled to draw a remuneration of Rs. 24,00,000.00 or more per annum or Rs. 2,00,000.00 or more per mensum, if employed for the part of the year.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

Further it is proposed to appoint, M/s V. M. & Associates, Company Secretaries in Whole- time Practice, for issuance of Compliance Certificate under section 383A of the Companies Act, 1956, for the financial year 2010-11.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of profit and loss of the company for the year under review;

(iii) 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March 2010 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

LISTING

The shares of the company are listed in Jaipur, Mumbai. Ahmedabad, Delhi and Kolkata Stock Exchange. The company has not paid Listing Fees for any of the above stock exchanges.

AUDITORS

M/s B. Khosla & Co., Chartered Accountants, Jaipur retiring auditors and being eligible, offer themselves for re-appointment.

For and on Behalf of the Board

KRISHAN KUMAR PARWAL PUNEET PARWAL

Managing Director Whole-time Director

Jaipur

Dated: June 28, 2010

 
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