Mar 31, 2015
Dear Members,
We present our 57th Annual Report together with the Audited Financial
Accounts for the year ended March 31,2015:
1. During the year trading turnover has grown marginally. In view of
the general economic condition trading activity could not be expanded
to any significant level due to negligible margins. Earning per share
are not comparable to last year due to onetime capital gain in last
year.
2. a) The Company has four Directors out of which two are non retiring
Independent Director and one is Managing Director not liable to
retirement. The Fourth Director Smt. Vandana Nevatia (DIN NO07123272)
was appointed by The Board as Additional Director(Promoter)of the
company with effect from 30 March2015 and she holds office till the
ensuing Annual General Meeting.The ordinary Resolution for confirmation
of her appointment as a Director is given in the notice. There are no
Directors who retire this year.
b) P.K.Nevatia Managing Director is the Key Managerial Person
3. Declaration by Independent Directors : The Independent Directors
have submitted the Declaration of Independence, as required pursuant to
section 149 (7) of the Companies Act, 2013 stating that they meet the
criteria of Independence as provided in sub-section (6).
4. Auditors
A) Statutory Auditor: Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Rules made there under, the auditors of the
Company, M/s. M.L. Bhuwania & Co., Chartered Accountants, Mumbai were
appointed by the Shareholders for three years terms at the 56th Annual
General Meeting to hold office until the conclusion of the 59th Annual
general Meeting, subject to ratification by the shareholders at each
Annual General Meeting.
B) Secretarial Auditor: Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rule made there under, the Company has
appointed Shri. Shiv Hari JALAN, Practicing Company Secretary firm to
undertake the secretarial Audit of the Company. The Report of the
Secretarial Audit Report is annexed herewith as "Annexure A".
C) Significant and Material orders passed by the Regulators or Court:
During the year in review, there were no significant and material
orders passed by the Regulators or Courts or Tribunals, which may
impact the going concern status of the Company and its operations in
future.
5. Material Changes & Commitments: There have been no material changes
and commitments, affecting the financial position of the company, which
have occurred between the end of the financial year of the company and
the date of this report.
6. Adequacy of Internal Financial Control: Internal financial controls
with reference to the financial statements were adequate and operating
effectively.
7. Presentation of Financial results : The financial results of the
Company for the year ended 31 March 2015 have been disclosed as per
Schedule 111 to the Companies Act, 2013.
8. Risk Management: The Company has no employees and is engaged in
trading activity. The risk in trading in sudden changes in price and
loss on Stocks.. The companies tries not to keep stocks and purchase
against firm orders. The company keeps watch on any risk factors
arising.
9. Provision of Sec 134 & 135 of companies Act regarding corporate
social responsible do not apply to the company.
10. Provision of clause 49 of the listing agreement with stock
exchange are not applicable to the company.
11. Vigil Mechanism-The company has no employees other than managing
Director.
12. The Board has on the recommendation of the Nomination &
Remuneration committee formed a policy for selection & appointment of
Directors and their Remuneration.
13. There are no employers covered by sec 197 read with rule 5 of
companies (Appointment and remuneration of manager of persons) Rule
2014. As the managing Director is to only employees of the company no
evaluation under the company Act 2013 is possible.
14. Director's responsibility Statement
As required under section 134(3)(C) of Companies Act, 203 Directors, to
the best of their knowledge and belief, state that-
a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss
of the company 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 Companies Act, 2013 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.
15. Particulars of Loans, Guarantees or Investments There are no
Loans, Guarantees and Investments, covered under the provisions of
Section 186 of the Companies Act, 2013.
16. Number of Meeting of the Board and Audit Committee : During the
year Board Meeting were held on 29/May/2014. 4/Aug/2014 , 14/Nov/2014,
30/Jan/2015 and 30/March/2015.and Audit committee held on 14/Nov/2014
and 30/Jan/2015. The Independent Directors have met once during the
year on 30th March 2015, The directors have evaluated own performance
and its committees and individual directors and found it satisfactory
to meet the requirement of the company.
17. Details of related party transaction form parts of the accounts
and details are in note no.23 annexed to the Balance Sheet.
18. As there no women employees there is no need to have policy on
redressal of sexual Harassment for the company.
19. As the company has no mfg activity conservation of energy,
technical absorption and foreign exchange details are not given in the
report..
20. Extract of Annual Return: The details forming part of the extract
of the Annual Return in form MGT 9 is annexed herewith as "Annexure B".
21. As regards note of the company secretary is their report about not
filing of MG10 with the Registrar of companies the error is noted and
the reports are being filed.
Place: Mumbai By order of the board of directors
Date :27.05.2015 P.K. Nevatia
Managing director
(DIN No. 00852581)
Mar 31, 2014
DEAR SHAREHOLDERS,
Your Directors present the Annual Report and Audited Accounts for the
year ended on 31s'' march 2014
1 RAJESH poddar and Shri Anil Thard a Director are being appointed as
independent Director for a period of 5 years as provision by section
149 of the Company.s Act 2013.
2 During the year company sold its flat to un lock value which has
resulted in exceptional gain of Rs 474.40 lacs. The operation in the
period have resulted in surplus of Rs 2.91 lacs as against Rs 11.05
lacs in the lat year.
3 During the year an amount of Rs 20.42 lacs shown as liabilities for
capital incentive in the previous year has been transferred to the
Reserve as the Govt, of Maharashtra has certified that the amount is
not payable by the company.
4 Efforts to generate revenue by increase of trading operation have not
been successful your our directors are aware of the need to increase
trading activities and are exploring all avenues possible.
5 As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the "Directors" Responsibility "Statement" and
Confirm as under:
(i) That in preparation of the annual accounts, the applicable
accounting standards have 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 judgements and estimates that are
reasonable and prudent so as to give a true and fair state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period.
(iii) That the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the assets of the company and
preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts on going concern
basis.
6 As required under Section 383 A of the companies act certificate of
compliance with the provision of the Act from Secretary in whole time
practice is attached here with
7 M/S. M.LBhuwania & Co. Chartered Accountants, auditors of the
Company, retire but are eligible for re-appointment and have furnished
to the company, certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment upto the
conslusion of 57th annual General Meeting to be held in 2017 (subject
to rectification of appointment in every Annual General Meeting as
Auditors to the Company.
8 Observation made by the Auditors in their report is self explanatory.
P K Nevatias
Place: MUMBAI (Managing Director)
Rajesh Poddar
Date: 29.05.2014 (Director)
Anil Thard
(Director)
Mar 31, 2013
Dear Shareholders,
The Directors present the Annual Report arid Audited Accounts for the
year ended on 31 st March 2013.
1. Shri Rajesh Poddar a Director retires by rotation but offers
himself for re-election.
2. During''the year assignment of land at Tarapur was cbmpleted and has
resulted in exceptional gain of Rs 153.53.lacs The operational income
stands at Rs11.05 lacs as against Rs. 8.53 lacs in previous year.
Profit for the year is Rs 90.20 lacsafter providing for tax liabilities
against Rs. 5.94 lacs in previous year.
3. Trading operation started last year have not been encouraging and
therefore it was felt we should wait for better opportunity. The
Directors will examine other Proposals. -
4. Appeal against the demand for escaped custom duty is pending before
the authorizes.
5. As required under Section 383 A of the companies act certificate of
compliance with the provision of the Act from Secretary in whole time
practice is attached here with ''
6. M/S. M.L.Bhuwania & Co. Chartered Accountants, auditors of the
Company, retire but are eligible for re-appointment, and have furnished
to the company, certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2013-2014 as Auditors of the company.
7. Observation made by the Auditors in their report is self
explanatory.
P. K. Nevatia
Place: Mumbai (Managing Director)
Dated: 27th May, 2013 Anil Thard
(Director)
Mar 31, 2012
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2012.
1. At the outset the Directors regret to report passing away of Shri S
V. Muzumdar, a Director who joined the Board on 01.09.1966. He passed
away on 3rd May 2012. The Directors express deep sorrow on his passing
away and record the appreciation of the directions, advise and guidance
to the Company.
2. Shri Rajesh Poddar and Shri Anil Thard were appointed as additional
Directors during the year and therefore retire on the day of the Annual
General Meeting. Being eligible they offer themselves for being
appointed as Directors. The Directors recommend their re-appointment.
3. The financial results show a small surplus of Rs.5.94 Lacs for the
year. During the year the Company started trading but due to market
conditions the margins and volume were low. This may improve during the
current year.
4. A MOU was entered into for sale of Residential property at MIDC
Tarapur. Permission from MIDC is received during the current year and
the final Assignment of lease is expected to be signed shortly.
5. As reported in the Accounts a demand for escaped customs duty of
Rs.75.50 Lacs was raised for import of sulphur for earlier years
against a show cause notice issued in earlier. An appeal has been filed
against the order before the Commissioner of Customs, Alibagh. Part
provision for the demand was made in earlier year.
6. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
time practice is attached herewith.
7. M/s. M.L. Bhuwania & Co., Chartered Accountants, Auditors of the
Company, retire, but are eligible for re-appointment and have furnished
to the Company Certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2012-13 as Auditors of the Company.
8. Observations made by the Auditors in their report are self
explanatory.
Shri P. K. Nevatia
(Managing Director)
Shri Rajesh Poddar
(Director)
Place: Mumbai
Dated: 25th May, 2012
Mar 31, 2011
Dear Shareholders,
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2011.
1. The financial results show a loss of Rs.6.36 Lacs.
2. The Developer, who had entered into MOU for the transfer of land at
Tarapur could not complete the formalities of the authorities and
therefore a fresh agreement was entered into for Rs. 1.65 Crores . The
work on getting the permission is in hand and as soon as this is
obtained the transfer of the land will be completed. In the meanwhile
full consideration of Rs. 1.65 Crores has been received by the Company.
3. The demand raised by the Customs is pending. No hearing against our
representation has taken place. The Directors are hopeful that this
will be decided in favour of the Company.
4. As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the "Directors' Responsibility Statement" and
Confirm as under:
i) that in preparation of the annual accounts, the applicable
accounting standards have 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 judgments and estimates that are
reasonable and prudent so as to give a true and fair state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period;
iii) that the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the 'assets of the company and
preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on going concern
basis.
5. Shri S. V. Muzumdar, Director of the Company retires by rotation
but being eligible offers himself for reelection.
6. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
time practice is attached herewith.
7. M/s. ML. Bhuwania & Co., Chartered Accountants, Auditors of the
Company, retires, but are eligible for re-appointment and have
furnished to the Company Certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2011-12 as Auditors of the Company.
8. The Directors refer to the Notes of the Statutory Auditors and of
the Company Secretary in their reports as regards deposits with
Mahindra & Mahindra Financial Services Ltd. The Directors regret that
by oversight the provisions of Section 372A of the Companies Act 1956
were not complied with in advance. Mahindra & Mahindra Financial
Services Ltd. is a reputed company and amount deposited is expected to
be returned to the company on maturity in Sep. /Oct. 2011. However, in
order to regularize the matter approval of shareholders is being
obtained thru postal ballots, notice for which is being sent to the
shareholders soon.
9. Other observations of the Auditors are self explanatory.
P.K.Nevatia
Place: Mumbai
Dated: 31.05.2011 Vidhu Nevatia
Mar 31, 2010
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2010.
1. The financial results show a small surplus of Rs. 0.13 Lacs.
2. During the year the Company has received a refund of Rs.54.93 Lacs
from MIDC for excess water charges levied for earlier years.
3. A Memorandum of Undertaking has been signed with a Reputed
developer for the transfer of lease hold rights of the residential land
held by the Company at MIDC Tarapur for an amount of Rs.1.45 Crores. It
is hoped that the final transfer and payment will be received shortly.
4. Assistant Collector of Customs has raised a demand of Rs.1.46 Cores
for Custom duty on import of Sulphur for the Chemical Division for
earlier years. This is being contested but as an abundant caution 25%
of the amount has been provided in the Accounts during the year.
5. Trading in the shares of the Company was suspended by the Bombay
Stock Exchange due to some irregularities. The company has now
satisfied the authorities and suspension has been revoked w.e.f.14th,
May 2010. Shareholders will take advantage of this by trading in the
shares of the Company.
6. As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the ÃDirectorsà Responsibility Statementà and
Confirm as under :
i) that in preparation of the annual accounts, the applicable
accounting standards have 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 judgments and estimates that are
reasonable and prudent so as to give a true and fair state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period;
iii) that the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the assets of the company and
preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on going concern
basis.
7. Shri Vidhu Nevatia, Director of the Company retires by rotation but
being eligible offers himself for reelection.
8. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
practice is attached herewith.
9. M/s. M.L. Bhuwania & Co., Auditors of the Company, retire, but are
eligible for re-appointment and have furnished to the Company
Certificate for their eligibility, for their re-appointment. The
Directors recommend their reappointment for the year 2010-11 as
Auditors of the Company.
10. Observations made by the Auditors in their report are self
explainatory.
Shri P.K. Nevatia
Place: Mumbai
Dated: 30th May, 2010 Shri Vidhu Nevatia