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Directors Report of IFM Impex Global Ltd.

Mar 31, 2014

Dear Stakeholders

The Directors share deep sense of pleasure in presenting the Twenty Eighth Annual Report and the audited accounts for the year ended on 31st March 2014: -

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Revenue from Operation 31.16 32.11

Other Income 0.00 4.14

Total Expenses 29.83 35.23

Profit/(Loss) before depreciation and Finance cost 1.64 1.42

Less: Finance Cost & Depreciation 0.31 0.40

Profit/(Loss) before tax 1.33 1.02

Less: Tax Expenses 0.00 0.00

Profit After Tax 1.33 1.02

FINANCIAL PERFORMANCE

During the year under review, the Company has earned total revenue of Rs. 31.16 Lacs as compared to previous year Rs. 32.11 Lacs and earned a net profit of Rs. 1.33 lacs as compared to previous year''s Profit figure of Rs. 1.02 Lacs.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2014. The Board assures you to present a much strong financial statements in coming years.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2014 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. O. P. Yadav, Director of the Company, retires by rotation and shown his willingness for Re-appointment

The Board of Directors in their meeting held on 06th August 2014 has decided to appoint Mr. O. P. Yadav as the Managing Director and Chief Financial officer of the Company having regard to the expansion programmes and therefore in their Meeting held on 06th August 2014 appointed Mr. O. P. Yadav as the Managing Director subject to the approval of the shareholders. A resolution to this effect has been placed in the Notice of the Annual General Meeting.

In accordance with the section 152 and 161 of Companies Act, 2013, Mrs. Ruby Yadav who was appointed as the additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mrs. Ruby Yadav as the Non Executive Promoter Director of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolutions in respect of this have been placed in the notice to the Annual General Meeting.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

Shri S. K. Yadav, Managing Director and Chairman of the Company, after a major ailment passed away on 21st December 2013. Form 32, regarding the cessation, to the registrar of the company has filed on 28.01.2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. 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.

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

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 30,056,000/-. There has been no change in the share capital of the Company during the year.

AUDITORS

M/s Neeraj Ramesh Chandra & Associates, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Neeraj Ramesh Chandra & Associates having registration No. 017155N as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 33rd AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs.

AUDITORS'' REPORT

As regards the observations of the Auditor''s in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

Presently, the securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. The Company had applied for the delisting of its equity shares from the Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited. Jaipur Stock Exchange Limited has delisted its securities wide letter No. JSEL/2013/432 dated 13th May 2013 and the matter is pending at Delhi Stock Exchange Limited.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is primarily engaged in the business of export and import of Agro products which does not require the Electricity or Power consumption on large scale. Further your Company and its Director understand the significance of conserving the sources of energy; therefore all the policies of the Company are directed to make the judicious use of the energy resources.

Further as the Company is engaged in import and Export Business therefore information in Form A of Companies (Disclosures of particulars in the report of the Directors) Rules 1988, is not given.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

By Order of the Board of Directors IFM Impex Global Limited

Sd/- Sd/- Date: 27.08.2014 S. P. Jain O. P. Yadav Place: New Delhi Director Managing Director DIN: 01607971 DIN: 01607006


Mar 31, 2013

Dear Stakeholders

The Directors share deep sense of pleasure in presenting the Twenty Seventh Annual Report and the audited accounts for the year ended on 31st March 2013: -

FINANCIAL RESULTS

(Rs. in Lacs)

2012-2013 2011-2012

Revenue from Operation 32.11 30.96

Other Income 4.14 15.40

Total Expenses 35.23 43.81

Profit/(Loss) before depreciation and Finance cost 1.42 3.49

Less: Finance Cost & Depreciation 0.40 0.93

Profit/(Loss) before tax 1.02 2.55

Less: Tax Expenses

Profit After Tax 1.02 2.55

FINANCIAL PERFORMANCE

During the year under review, the company has earned total revenue of Rs. 36.25 Lacs as compared to previous year Rs. 46.36 Lacs and earned a net profit of Rs. 1.02 lacs as compared to previous year''s Profit figure of Rs. 2.55 Lacs.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2013. The Board assures you to present a much strong financial statements in coming years.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2013 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. Sidhi Prakash Jain, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and offer himself for reappointment. In view of vast experience & knowledge and continued association & support to the company over the last years, it will be in the interest of the Company that Mr. Sidhi Prakash Jain be reappointed as Directors of the Company.

Mr. Satya Pal Chauhan, due to personal reason had resigned from the directorship of the Company on 29th July 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2013, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made 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 ended on 31.03.2013 and of the Profit of the Company for the period ended on 31.03.2013 subject to note no. 1(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken 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) Annual accounts are prepared on a going concern basis.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 30,056,000/-.

There has been no change in the share capital of the Company during the year.

AUDITORS

The company''s Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017, having registration No. 017155N retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2013-14.

AUDITORS'' REPORT

As regards the observations of the Auditor''s in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

Presently, the securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. During the year under review the Company has applied for the delisting of its equity shares from the Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited accordingly Jaipur Stock Exchange Limited has delisted its securities and the matter is pending at Delhi Stock Exchange Limited.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is primarily engaged in the business of export and import of Agro products which does not require the Electricity or Power consumption on large scale. Further your Company and its Director understand the significance of conserving the sources of energy; therefore all the policies of the Company are directed to make the judicious use of the energy resources.

Further as the Company is engaged in import and Export Business therefore information in Form A of Companies (Disclosures of particulars in the report of the Directors) Rules 1988, is not given.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Earning US$ 9450.20

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons& all those stakeholders associated with the company during the year under review. For and on behalf of Board of Directors IFM Impex Global Limited

Sd/-

Place: New Delhi S. K. Yadav

Dated: 16.08.2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the year ended on 31st March 2012: -

FINANCIAL RESULTS

(Rs. in Lacs)

2011-2012 2010-2011

Sales 30.96 23.42

Other Income 15.40 8.34

Profit/(Loss) before depreciation and interest 3.26 3.89

Less: Interest & Depreciation 0.93 1.15

Profit/(Loss) before tax 2.33 2.74

Less: Fringe Benefit Tax - -

Add: Profit/(Loss) brought down from previous year (132.32) (133.76)

Profit / (Loss) carried forward to Balance Sheet (129.98) (132.32)

During the year under review, the company has achieved a turnover of Rs. 30.96 Lacs as compared to previous year Rs.23.42 Lacs and earned a net profit of Rs. 2.33 lacs as compared to previous year's Profit figure of Rs. 2.74 Lacs.

DIVIDEND

Due to the continued losses incurred by the company over the past many years and very nominal profit during the current year, your Directors do not to recommend any dividend during the financial year.

FUTURE OUTLOOK

The company successfully executed export consignments of fresh fruits 8i vegetables to Netherland during the year. The company continues to keep its focus and expand its business activities in the agricultural, marine and food processing sector. In the previous year, due to lack of financing options the company could achieve a small turnover, however, the Directors are exploring linkages to establish permanent clients overseas for agricultural products and have initiated steps to acquire the requisite approvals for restarting the company's marine & other food export business. The Directors are confident that the company shall strongly perform in the business of trading in domestic and international markets in the coming financial year.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2012 is NIL

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. 0. P. Yadav, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and offer himself for reappointment. In view of vast experience & knowledge and continued association & support to the company over the last many years, it will be in the interest of the Company that 0. P. Yadav be reappointed as Directors of the Company.

Your Directors, welcome on the Board, Mr. Rakesh Sidhu as Independent Director of the Company. Mr. Rakesh Sidhu has been inducted on the Board of your Company as an additional Director with effect from 03rd August 2012. Mr. Satya Pal Chauhan, due to personal reason had resigned from the directorship of the Company on 29th July 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2012, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made 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 ended on 31.03.2012 and of the Profit of the Company for the period ended on 31.03.2012 subject to note no. l(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken 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) Annual accounts are prepared on a going concern basis.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued & Subscribed remains at Rs. 30,056,000/-.

AUDITORS

The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017, having registration No. 017155N retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2012-13.

AUDITORS' REPORT

As regards the observations of the Auditor's in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

The securities of the Company are listed at BSE Limited and Delhi Stock Exchange but the trading of the Company were suspended at both Stock Exchanges, Now the Company has complied with all the compliances required to revoke the suspension of the trading of the Company and thus suspension has

been successfully revoked and trading of Shares have been commenced at BSE trading platform. INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director's report for the year ended 31st March, 2012 are given below:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company consumes minimum energy and strives to reduce energy consumption. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible.

We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. However during the year the company was not involved in any manufacturing activities, which require consumption of energy.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Earning 3,350USD (PY NIL)

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

For and on behalf of Board of Directors IFM Impex Global Limited

Sd/-

Place: Delhi S. K. Yadav

Dated: 25.08.2012 Chairman


Mar 31, 2010

To the Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and the audited accounts for the year ended on 31st March 2010:

FINANCIAL RESULTS

(Rs. in Lacs)

2009-2010 2008-2009

Sales 07.12 25.85

Other Income 1.22 2.98

Profit/(Loss) before depreciation and interest 1.64 1.70

Less: Interest & Depreciation 1.52 1.52

Profit/(Loss) before tax 0.12 0.18

Less: Fringe Benefit Tax - -

Add: Profit/(Loss) brought down (134.06) (134.06) previous year

Profit / (Loss) carried forward (133.76) (133.88) to Balance Sheet

During the year under review, the company has achieved a turnover of Rs. 07.12 Lacs as compared to previous year Rs.25.85 Lacs and earned a net profit of Rs. 0.12 lacs as compared to previous year's Profit figure of Rs. 0.18 Lacs.

DIVIDEND

Due to the continued losses incurred by the company over the past many years and very nominal profit during the current year, your Directors do not to recommend any dividend during the financial year.

CHANGE IN SHARE HOLDING PATTERN

There is no major change in the shareholding pattern during the year under review.

FUTURE OUTLOOK

The company continues to keep its focus and expand its business activities in the agricultural and food processing sector. In the previous year, due to lack of financing options the company could not achieve the desired turnover. Further, the company is facing financial hardships as no finance is forthcoming. The company's efforts in settling long pending secured loans from banks and financial institutions succeeded during the previous year as the company settled its overdue borrowal account with Oriental Bank of Commerce. Your company has no further secured loans as on date. The company has stepped up its efforts to realize the book debts and advances. The Directors are confident of turning around the company's fortunes in the coming years.

MATERIAL CHANGE

The company has settled its major dispute, under jurisdiction in the Debt Recovery Tribunal - II, New Delhi from past 10 years, with the OBC / ARCIL by paying under one time settlement offer letter dated 15/07/2009 for a compromised amount of Rs. 50,00,000/-.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2010 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Shri Satya Pal Chauhan and Shri S P Jain, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment. In view of their vast experience & knowledge and their continued association & support to the company over the last many years, it will be in the interest of the company that Shri Satya Pal Chauhan and Shri S P Jain be reappointed as Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2010, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made 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 ended on 31.03.2010 and of the Profit of the Company for the period ended on 31.03.2010 subject to note no. l(vi), 2(H), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken 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) Annual accounts are prepared on a going concern basis.

AUDITORS

The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017 retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2010-11.

AUDITORS' REPORT

As regards the observations of the Auditor's in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo : NIL

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

For and on behalf of Board of Directors

(S. K. YADAV) Chairman

Place : Delhi Dated : 15.07.2010

 
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