Mar 31, 2015
Dear Members,
The Directors are pleased to present their 24th Annual Report on the
business and operations of your Company for the year ended 31st March,
2015.
Rs in thousands
Particulars 2014-15 2013-14
Total Revenue 663383.03 258865.70
Profit before Interest, Depreciation & Taxation 9077.52 6598.88
Interest 6587.38 4670.59
Depreciation 1036.70 823.44
Profit before tax 1453.44 1104.85
Less: Provision for Taxation 543.17 352.02
Profit after Tax 1007.07 775.79
Add: Balance Brought Forward 3317.12 2511.46
Statutory Reserve 829.28 627.87
Surplus carried to Balance Sheet 4146.40 3139.33
REVIEW OF OPERATION : During the year under review the Company has
achieved an aggregate profit before depreciation, interest and tax of
Rs. 90.77 lacs against Rs. 65.98 lacs in the year previous year
2014-15.
Net Sales increased by........................156.27 % to Rs. 6633.83
lacs
PBDIT increased by............................37.56 % to Rs. 90.77 lacs
Net Profit increased by.......................29.81 % to Rs.10.07 lacs
PROSPECT IN THE CURRENT YEAR : The Ready mix concrete business in India
is still in its infancy. The gap between the organized and unorganized
sector is quite wide. Some of the major cement manufacturers in India
viz. ACC, Larsen & Toubro, Madras Cements and Grasim have ventured into
Ready Mix Concrete. India today has a very high acceptability of ready
mix and as many as around 40 cities currently are using it for several
projects. Specifications by municipal corporations, public works and
other Govt. bodies will play a big role in growth in the segment. BMC
in Mumbai has already taken this up in the city for few years now and
have specifications mentioned clearly in their tenders.
RMC is one of the ways for faster, efficient and quality construction
systems. RMC is pretty much in demand in all the major cities of India
for housing as well as infrastructure development sector. Further
Government and Semi- Government Departments are also keen to use RMC
for their up-coming Projects to reach the highest target level with
lowest investment of time and money. During the year the Company
received orders from big houses like L& T Construction, BIL Infratech
Ltd, Srijan Projects, etc for supply of RMC.
DIVIDEND : The Board believes that it will be prudent for the company
to conserve resources in view of future expansion programs in line for
the coming year, which will enhance the profitability to a great
extent. Hence, your directors are not recommending any dividend for the
Financial Year 2014-15.
INSURANCE : The Assets of the Company including building, plant &
machinery, etc are adequately insured for all its units.
INDEPENDENT DIRECTORS : The Board considered the appointment of woman
director in the board as mentioned in terms of section 149(1) and
schedule IV to the Companies Act 2013 and clause 49 of the listing
agreement and presently Shri. S.M Gunecha, Shri Nilesh Chopra , & Smt
Rekha Ckraborty are the Independent Directors of the Company.
BOARD EVALUATION : The Board considered the independence of each of the
above mentioned Directors in terms of section 149 and schedule IV to
the Companies Act 2013 and clause 49 of the listing agreement and was
of the view that the directors fulfill the criteria of independence as
mentioned in the above provisions . A structure of questionnaire was
prepared after taking into consideration various aspects of Board's
functioning .The performance evaluation of Independent Directors was
carried out by the Independent directors and the Board of Directors
expressed their satisfaction with the evaluation process.
STATUTORY AUDITORS : The Statutory Auditors of the Company M/s. Sarkar
Gurumurthy & Associates, Chartered Accountants, were appointed for
period of 5 years till 31st March'2019 and their appointed is ratified
in the ensuing Annual General Meeting.
AUDITOR'S REPORT : The Board has duly examined the Statutory Auditors'
Report to the accounts and clarifications, wherever necessary, have
been included in the Notes to the Accounts section of the Annual
Report.
FIXED DEPOSITS : The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013, and the rules made
there under.
SHARE CAPITAL : During the year 2014-15 there was no further issue of
share capital.
MANAGEMENT DISCUSSION AND ANALISIS REPORT : A detailed discussion of
the industry structure as well as on the financial and operational
performance is contained in the ' Management Discussion and Analysis
Report'( Annexure - 1)
CORPORATE GOVERNANCE : Pursuant to clause 49 of the Listing Agreement
with the Stock Exchanges, Corporate Governance report together with the
certification from the company's auditors confirming the compliance of
conditions on Corporate Governance is given in (Annexure-2).
Section 134(3)of the Companies Act ,2013 requires the Board report to
include several additional contents and disclosures compared to the
earlier Law. Most of them have accordingly been made in the Corporate
Governance report at the appropriate places that forms an integral part
of this report.
EXTRACT OF ANNUAL RETURN : The details forming part of the extract of
the Annual Return in Form MGT- 9 is given in (Annexure- 3).
PARTICULARS OF EMPLOYEES : In terms of the provisions of section 197(12)
of the Companies Act '2013 read with rule 5(1) to 5(3) of the Companies
( Appointment and Remuneration of Managerial Personnel) Rules,2014, the
names and other particulars of the employees drawing remuneration in
excess of the limits set out in the Rules are provided in the Annual
Report. However , as per first proviso to section 136(1) of the said Act
the Annual report excluding the aforesaid information is being sent to
all the members of the Company and others entitled thereto. Any member
interested in obtaining such particulars may write to the Company at the
registered office of the Company . None of the employees asset out in
the said Annexure is related to any Director of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO
A. CONSERVATION OF ENERGY
(a) . Energy conversation measures taken: During the year external
experts conducted an energy audit and the recommendations have been
implemented.
(b) . Additional investments and proposals, if any , being implemented
for reduction of consumption of energy: No additional investments for
reduction in energy consumption have been made or are proposed to be
made presently.
(c) . Impact of the measures at (a) and (b) above for reduction of
energy consumption and consequent impact on the cost of production of
goods: the company has achieved marginal savings during 2014-15 due to
the measures at (a) above.
B. RESEARCH & DEVLOPMENT (R&D)
No R & D activities have been carried out by the company during the
year.
C. TECHNOLOGY ABSORPTION
The Company always keeps a check on global innovation and techniques to
avail the latest technology trends and practices. The Company has not
imported any technology or process in the financial year.
D. FOREIGN EXCHANGE EARNINGS & OUTGO
The Company had no Foreign Exchange earnings and Outgo during the year
under review.
SUBSIDIARY COMPANIES ANF CONSOLIDATED FINANCIAL STATEMENTS : In
accordance with the Companies Act ,2013 the audited accounts and other
particulars of Jainco Finance & Investment Limited shall be available
for inspection at the registered office of the Company .The
Consolidated Financial Statements as stipulated by Clause 32 of the
Listing Agreement with the Stock Exchange have been prepared by the
Company in accordance with the requirements of Accounting Standard 21 "
Consolidated Financial Statements" issued by The Institute of Chartered
Accountants of India. The audited Consolidated Statements together
with Auditors' Report thereon form part of the Annual Report.
SOCIAL COMMITMENT : Our driving objective is to improve living and
working condition of our workforce, their dependents and society as
well. There has been a constant endeavor to interact with the workers
on a day to day basis and promptly resolve the issues that surface up.
ENVIRONMENTAL EFFORTS : Company has obtained all the required
certificates and License from Environment Control Regulators to check
Safe and Environment friendly Operations. The Company is quite alert in
providing clean environment on a continuous basis.
SAFETY : The Company has adequate system for Industrial Safety. In the
said year the company has strengthen its fire safety equipment at it
units. The year under review continued to be NIL accident year.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(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 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; and
(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
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.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS : The Company did not
give any Loan or Guarantee or provided any security or make investment
covered under Section 186 of the Companies Act 2013 during the year.
VOLUNTARY DELISTING OF EQUITY SHARES : The Company has applied for
delisting of shares from Ahmedabad Stock Exchange Ltd. (ASE) and Jaipur
Stock Exchange Ltd. (JSE), which is under process.
ACKNOWLEDGEMENTS : The Board records its sincere appreciation for the
valuable support extended by the Company's Bankers, Financial
Institutions and the Government Agencies. The Board also wishes to
thank all its suppliers / customers / distributors / dealers and all
those associated with the Company. The Board further conveys cordial
thanks to all the employees for their sincere works and takes this
opportunity to thank Shareholders for their continued confidence
reposed in the Management of the Company.
For and on behalf of the Board
For JAINCO PROJECTS (INDIA) LIMITED
Place: Kolkata S. BHANSALI
Dated: 30th May '2015 Director
(DIN: 00361918)
Mar 31, 2014
Dear Members,
The Directors are pleased to present their 23rd Annual Report on the
business and operations of your Company for the year ended 31st March,
2014
1 FINANCIAL RESULTS Year Ended Year Ended
31st March, 2014 31stMarch,2013
Rs In Lacs Rs. In Lacs
Profit/(Loss) before interest 65.99 61.43
and depreciation
Less: Interest 46.71 48.38
Depreciation 8.23 1.88
Profit/(Loss) beforetax. 11.05 11.17
Total Tax Expense (3.29) (4.16)
Net Profit/(Loss) aftertax. 7.76 7.01
REVIEW OF OPERATION
During the year under review the Company has achieved an aggregate
profit before depreciation, interest and tax of Rs. 65.99 lacs against
Rs.61.43 lacs in the year previous year 2012-13.
Net Sales increased by......................132.99% to Rs. 2555.98 lacs
PBDIT increased by..........................7.42% to Rs. 65.99 lacs
Net Profit increased by.....................10.70% to Rs.7.76 lacs
PROSPECT IN THE CURRENT YEAR
RMC is one of the ways for faster, efficient and quality construction
systems. RMC is pretty much in demand in all the major cities of India
for housing as well as infrastructure development sector. Further
Government and Semi- Government Departments are also keen to use RMC
for their up-coming Projects to reach the highest target level with
lowest investment of time and money. During the year the Company
received orders from big houses like L& T Construction, BIL Infratech
Ltd, Srijan Projects,etc for supply of RMC.
DIVIDEND
Your directors have not declared any dividend for the year 2013-14 as
it is considered financially prudent to invest the profits in the
business of the company to build a strong reserve base and grow the
business of the company.
INDEPENDENT DIRECTORS
Pursuant to section 149 of the Companies Act 2013 (new Act) read with
the rules made there under, the Independent Directors shall hold office
for a period upto 5 consecutive years and shall not liable to retire by
rotation. They may be appointed for a maximum of two consecutive terms
of 5 years each. In terms of the revised clause 49 of the listing
agreement which will be applicable from 01st October ''2014, presently
Shri. S.M Gunecha & Shri. Prabir Middey are the Independent Directors
of the Company.
The Board considered the independence of each of the above mentioned
Directors in terms of section 149 and schedule IV to the Companies Act
2013 and clause 49 of the listing agreement and was of the view that
the proposed directors fulfill the criteria of independence as
mentioned in the above provisions and can be appointed as Independent
Directors. All the proposed Directors possess requisite
qualifications, appropriate skills experience and knowledge. The Board
has recommended their appointment as Independent Directors of the
Company to hold office for a term of five consecutive years commencing
from the date of ensuing Annual General meeting of the Company.
STATUTORY AUDITORS
The Statutory Auditors of the Company M/s. Sarkar Gurumurthy &
Associates, Chartered Accountants, will retire at the ensuing Annual
General Meeting and have confirmed their eligibility and willingness to
accept office of Auditors, if reappointed. The Audit Committee and the
Board of Directors recommended M/s. Sarkar Gurumurthy & Associates, as
Statutory Auditors of the Company to hold the office from the
conclusion of the Annual General Meeting of the members'' of the Company
for the year ended March 31, 2014, until the conclusion of the Annual
General Meeting of the Members'' of the Company to be held for the year
ended March 31, 2019, (five consecutive years) for shareholders''
approval. As required under the provisions of section 139(1) of the
Companies Act 2013, the Company has obtained a written Certificate from
the above Auditors proposed to be re- appointed to the effect that re -
appointment, if made, would be in conformity with the limits specified
in the said section.
AUDITOR''S REPORT
The Board has duly examined the Statutory Auditors'' Report to the
accounts and clarifications, wherever necessary, have been included in
the Notes to the Accounts section of the Annual Report.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year, and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 1975.
CORPORATE GOVERNANCE
The Company has adopted the best corporate governance norms and it has
been our endeavor to comply and upgrade to the changing norms .A
separate section on Corporate Governance and a certificate from the
Statutory Auditors of the Company regarding the compliance of the
conditions as stipulated under clause49 of the Listing Agreement(s)
with the Stock Exchanges(s) form part of the Annual Report as Annexure
B.
In terms of sub- clause(v) of the Clause 49 of the Listing Agreement, a
certificate of the CEO/CFO, inter alia, confirming the correctness of
the financial statements, adequacy of the internal audit control
measures and reporting of matters to the Audit Committee in terms of
the said Clause, is also enclosed as a part of this Report.
PARTICULARS OF EMPLOYEE:
Information pursuant to section 217(2A) of the Companies Act 1956 read
with Companies (Particulars of Employees) Rules 1975, forms part of
this Report. Any Member interested may obtain a copy of the statement
from the Company.
ENERGY CONSEVATIION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO
The details as prescribed under Sub- Section (1)(e) of the Section 217
of the Companies Act ,1956, read with ( Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, are given in Annexure A
to the Directors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 217(2AA) of the Companies Act
1956 your Directors confirm that:
A. in the preparation of the annual accounts all applicable accounting
standards had been followed. There are no material departures from
prescribed accounting standards.
B. We 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 2013-14 and of the profit
of the Company for that period;
C. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions this Act
, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
D. We have prepared the annual accounts on a ''going concern'' basis.
VOLUNTARY DELISTING OF EQUITY SHARES
The Company has applied for delisting of shares from Ahmedabad Stock
Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is
under process.
ACKNOWLEDGEMENTS
The Board records its sincere appreciation for the valuable support
extended by the Company''s Bankers, Financial Institutions and the
Government Agencies. The Board also wishes to thank all its suppliers /
customers / dealers / sub-dealers and all those associated with the
Company. The Board further conveys cordial thanks to all the employees
for their sincere works and takes this opportunity to thank
Shareholders for their continued confidence reposed in the Management
of the Company.
For and on behalf of the Board
Place: Kolkata Sumit Bhansali
Dated: 31st May 2014 Managing Director
Mar 31, 2011
DIRECTORS' REPORT TO THE MEMBERS:
The Directors are pleased to present their report on the business and
operations of your Company for the year ended 31st March, 2011.
1. FINANCIAL RESULTS Year Ended Year Ended
31st March, 2011 31st March, 2010
Rs. In lakh Rs. In lakh
Profit / (Loss) before interest 29.35 30.80
and depreciation
Less: Interest and Depreciation 17.99 27.95
Profit / (Loss) before tax. 11.36 2.85
Provision for tax:
Current Tax (3.47) (5.35)
Deferred Tax for Current year 0.15 0.10
Net Profit / (Loss) after tax. 8.04 (2.60)
REVIEW OF OPERATION
During the year under review the Company has achieved sales to the tune
of Rs. 3798.46 lakhs against Rs. 2864.33 lakhs in the previous year.
However this marginal improvement is not at par with our expectation
because of many unforeseen reasons. The major amongst which was
increase of stiff competition in the market.
PROSPECT IN THE CURRENT YEAR
During the course of current financial year, your Board has made
strategic business plan to upgrade the performance of the Company and
accordingly it is expected that the current year will show better
results. The Management has also taken some positive steps in this
regard to achieve the desired result. However, your Board of Director
has been considering launching few diversified activities keeping in
view the basic objectives of the Company, which may improve the state
of affairs in course of time.
DIVIDEND
The Board did not recommend any dividend for the Financial Year
2010-2011 in view of inadequate profit earned by your Company.
MANAGEMENT DISCUSSION AND ANALYSIS
a. INDUSTRY STRUCTURE & DEVELOPMENTS
Industries in the Construction Sector are principally dependent on
Government's initiative for expanding necessary infrastructure
facilities. With the development of Modern Technology coupled with
Industrial Growth, the requirement has been multiplied and accordingly
the Company has to rise on the occasion even in the face of stiff
competition. Therefore the Company has to give importance for
maintaining suitable combination of technical know how to reap the
advantages of the growing market condition in the Construction Sector.
b. OPPORTUNITIES AND THREAT
There has been a radical change in global economies particularly in the
developing countries like India which has raised hope for excellent
business opportunities as a whole.
The major threats are higher cost of various inputs, higher
transportation cost including increase in fixed cost from time to time.
The strategies are constantly re-worked to minimize adverse
implications, if any.
c. OUTLOOK
In view of the undergoing economic reforms the prospect of the Industry
seems certain. The Management of the Company has been keeping close
watch to take this opportunity even at the risk of more investment in
this respect.
d. MANAGEMENT OF RISK & CONCERNS
The Management has taken steps to keep its position intact in the
market which is predominated with stiff competition. Close and constant
contact is being maintained with all the current customers and all
efforts are being made for developing new.
e. INTERNAL CONTROL SYSTEMS & ADEQUACY
The Company has its own independent Internal Control Systems which is
commensurate with the size of the Company and it is periodically
reviewed to confirm adequacy of the system.
f. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCES
A critical appraisal is made by the Audit Committee before drawing
Quarterly Statement of Accounts and the Board also reviewed the same on
each occasion.
g. INDUSTRIAL RELATIONS
The Management takes sufficient care in maintaining good relations with
the employees of the Company.
h. CAUTIONARY STATEMENT
The foregoing discussion and analysis may differ with actual
achievements due to any change in key factors of the economy which is
beyond the control of the Management.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Compliance
certificate duly signed by the Auditors of the Company, forming part of
this report, is annexed with this report.
The Auditor's Certificate and the Corporate Governance Report on
compliance with Clause 49 are self explanatory and do not require
further elucidation.
DE-LISTING OF EQUITY SHARES
Your Company has initiated necessary action to delist it's Equity
Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the
resolution passed at the Sixth Annual General Meeting of the Company
held on 27th September, 2001 and the same is still under process.
However the Shares of your Company will continue to be listed in the
Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.
DEPOSITS
During the year the Company did not accept any Deposits as per the
provisions of Section-58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT
None of the employees of the Company is drawing remuneration exceeding
prescribed limit specified under section 217(2A) of the Companies
Act,1956, read with the Companies (Particulars of Employees) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
However your Board declares that the Company has neither any Foreign
Exchange earnings nor any Outgo during the year under review.
DIRECTORS
Shri S.M.Gunecha retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re- appointment.
AUDITORS AND AUDITOR'S REPORT
Your Directors have no comments on the Auditor's Report since the
Report itself is self explanatory. It is stated that M/s. Sarkar
Gurumurthy & Associates will retire at the conclusion of this Annual
General Meeting and being eligible as per Section 224B of the Companies
Act, 1956, they have expressed their willingness for re-appointment
DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that:
A. in the preparation of the annual accounts , the applicable
accounting standards have been followed;
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 the profit and loss
account of the Company.
C. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
D. The Directors have prepared the annual accounts on a going concern
basis.
SOCIAL COMMITMENT
In discharge of its social obligations, your Company regularly
contributes to trusts formed for charitable purposes.
SUBSIDIARY
It is reported that the Company has no Subsidiary within the meaning of
Section 4 of the Companies Act, 1956.
APPRECIATION
Your Board records its sincere appreciation for the valuable support
extended by the Company's Bankers, Financial Institutions and the
Government Agencies. Your Board also wishes to thank all its customers
and all those associated with the Company. Your Board further conveys
cordial thanks to all the employees for their sincere works and takes
this opportunity to thank Shareholders for their continued confidence
reposed in the Management of the Company.
For and on behalf of the Board
Mr. S.K. Bhansali
Chairman
Kolkata
Date: 31ST May 2011
Mar 31, 2010
The Directors have pleasure in presenting the Eighteenth Annual Report
and the Audited Statement of Accounts of the Company for the year ended
31st March, 2010.
PERFORMANCE IN FINANCIAL TERMS
Year Ended Year Ended
31st March, 2010 31st March, 2009
Rs. In lakh Rs. In lakh
Profit / ( Loss ) before interest 30.80 17. 61
and depreciation
Less Interest and Depreciation 27.95 12.52
Profit / ( Loss ) before tax. 2.85 5.09
Less Provision for tax:
Current Tax 5.35 2.14
Deferred Tax for
Current year .096 NIL
Adjustment for .0.19 NIL
prior period Fringe Benefit Tax NIL 0.32
---- ----
Net Profit / (Loss } after tax. (2.60) 2.63
Add Balance brought forward
from last year. 2.97 0.34
Balance of Profit / (Loss)
Carried to the Balance sheet. 0.37 2.97
REVIEW OF OPERATION
During the year under review the Company has achieved sales to the tune
of Rs. 2864.33/-lakhs against Rs.965.09/- lakhs in the previous year.
However this marginal improvement is not at par with our expectation
because of many unforeseen reasons. The major amongst which were
increase in both fixed and variable costs in one hand and also stiff
competition in the market.
PROSPECT IN THE CURRENT YEAR
During the course of current financial year, your Board has made
strategic business plan to upgrade the performance of the Company and
accordingly it is expected that the current year will show better
results. The Management has also taken some positive steps in this
regard to achieve the desired result. However, your Board of Director
has been considering launching few diversified activities keeping in
view the basic objectives of the Company, which may improve the state
of affairs in course of time.
DIVIDEND
The Board did not recommend any dividend for the Financial Year
2009-2010 in view of inadequate profit earned by your Company.
DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:
A. in the preparation of the annual accounts all 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 consisting 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 the profit or loss
of the Company.
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.
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT.
In accordance with the requirement of revised Clause 49 of the Listing
Agreement, your Board of Directors has laid down and adopted the Code
of Conduct for all its Members and Senior Management Personnel of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS.
Pursuant to Clause 49 of the Listing Agreement a separate report on
Management Discussion and Analysis, forming part of this Annual Report,
is attached.
CORPORATE GOVERNANCE.
A separate report on Corporate Governance along with the Compliance
certificate duly signed by the Auditors of the Company, forming part of
this report, is annexed with this report. The Auditors Certificate and
the Corporate Governance Report on compliance with Clause 49 are self
explanatory and do not require further elucidation.
DE-LISTING OF EQUITY SHARES
Your Company has initiated necessary action to delist its Equity
Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the
resolution passed at the Sixth Annual General Meeting of the Company
held on 27th September, 2001 and the same is still under process.
However the Shares of your Company will continue to be listed in the
Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT.
None of the employees of the Company is drawing remuneration exceeding
prescribed limit specified under section 217(2A) of the Companies
Act,1956, read with the Companies (Particulars of Employees) Rules,
1975.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of section 58A of the Companies Act, 1956 and the rules made
thereof.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.
The disclosure, as required under the provisions of Section 217(1) (e)
of the Companies Act, 1956, your Company does not come under the
purview of this section.
However your Board declares that the Company has neither any Foreign
Exchange earnings nor any Outgo during the year under review.
DIRECTORS
Shri Sushil Kumar Bhansali retires at this Annual General Meeting and
being eligible offer himself for re-appointment.
AUDITORS AND AUDITORS REPORT
Your Directors have no comments on the Auditors Report since the
Report itself is self explanatory. It is stated that M/s. Sarkar
Gurumurthy & Associates will retire at the conclusion of this Annual
General Meeting and being eligible as per Section 224B of the Companies
Act, 1956, they have expressed their willingness for re-appointment
ADEQUACY OF INTERNAL CONTROLS.
Your Company has installed adequate internal control systems in
combination with delegation of powers. The control system is also
supported by internal audits and Management reviews with documented
policies and procedures.
SUBSIDIARY
It is reported that the Company has no Subsidiary within the meaning of
Section 4 of the Companies Act, 1956.
APPRECIATION
Your Board records its sincere appreciation for the valuable support
extended by the Companys Bankers, Financial Institutions and the
Government Agencies. Your Board also wishes to thank all its customers
/ dealers / sub-dealers and all those associated with the Company. Your
Board further conveys cordial thanks to all the employees for their
sincere works and takes this opportunity to thank Shareholders for
their continued confidence reposed in the Management of the Company.
For and on behalf of the Board
Kolkata Mr. S.K. Bhansali
Date: 31ST May 2010 Chairman
Mar 31, 2009
The Directors have pleasure in presenting the Eighteenth Annual Report
and the Audited Statement of Accounts of the Company tor the year ended
31st March, 2009.
PERFORMANCE IN FINANCIAL TERMS
Year Ended Year Ended
31st March.
2009 31stMarch.
2008
Rs. In lakh Rs. Inlakh.
Proft/ (Loss) before interest 17.61 1157
and depreciation
Less Interest and Depreciation 12.52 1021
Profit/(Loss) before tax. 5.09 1.36
Less Provision fortax:
Current Tax 214 0.92
Deferred Tax.for
current year NIL NIL
Adjustment for NIL 0.01
prior period Fringe Benefit Tax 0.32 0.07
NetProfit/(Loss}aflertax. 2.63 0.36
Add Balance brought forward
from last year. 0.34 (0.02)
Balance of Profit/ (Loss)
Gsmed to the Balance sheet 2.97 0.34
REVIEW OF OPERATION
During the year under review the Company
the previous year. However this marginal improvement is not at par with
our expectation because of many unforeseen reasons. The major amongst
which were increase in both fixed and variable costs in ore lend and
also stiff competition in the market
PROSPECT IN THECURRENT YEAR
During the course of current financial year, your Boaid has made
strategic business plan to upgrade the perfomance the Company and
accordingly it is expected that the current year will show better
results. The Management has also taken some positive steps in this
regard to achieve the desired result However, your Board of Director
has been considering launching few diversified activities keeping in
view the basic objectives of the Company, which may improve the state
of affairs in course of time.
DIVIDEND
The Board did not recommend any dividend for the Financial Year
2008-2009 in view of inadequate profit earned by yourCompany.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that
A. in the preparation of the annual accounts all 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 consisting 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 the profit or loss
of the Company.
C. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records
with the provisions of this Act for safeguarding the assets cf the
Company and for preventing and detecting fraud and other
irregularities.
D. The Directors had prepared The annual accounts on a going
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGE MENT.
In accordance with the requirement of revised Clause 49 of the Listing
Agreement, your Board of Directors has laid down and adopted the Code
of Conduct for al l its Members and Senior Management Personnel of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS.
Pursuant to Clause 49 of the Listing Agreement a separate report on
Management Discussion and Analysis, forming part of this Annual Report,
is attached
CORPORATE GOVERNANCE.
A separate report on Corporate Governance along with the Compliance
certificate duly signed by the Auditors of the Company, forming part of
this report, is annexed with this report The Auditors Certificate and
the Corporate Governance Report on compliance with Clause 49 are self
explanatory and do not require further elucidation.
DE-LISTING OF EQUITY SHARES
Your Company has initiated necessary action to delist if s Equity
Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the
resolution passed at the Sixth Annual General Meeting of the Company
held on 27th September, 2001 and the same is still under process.
However the Shares of your Company will continue to be listed in the
Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 QA) OF THE COMPANIES ACT.
None of the employees of the Company is drawing remuneration exceeding
prescribed limit specified under section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of section 58A of the Companies Act, 1956 and the rules made
thereof.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.
The disclosure, as required under the provisions of Section 217(1) (e)
of the Companies Act, 1956, your Company does not come under the
purview of this section.
However your Board declares that the Company has neither any Foreign
Exchange earnings nor any Outgo during the year under review.
DIRECTORS
Shri AX. BA1D retires at this Annual General Meeting and being eligible
offer himself for re-appointment
AUDITORS AND AUDITORS REPORT
Your Directors have no comments on the Auditors Report since the
Report itself is self explanatory. It is stated that M/s. Sarkar
Gurumurthy & Associates will retire at the conclusion of this Annual
General Meeting and being eligible as per Section 224B of the Companies
Act, 1956, they have expressed their willingness for re-appointment
ADEQUACY OF INTERNAL CONTROLS.
Your Company has installed adequate internal control systems in
combination with delegation of powers. The control system is also
supported by internal audits and Management reviews with documented
policies and procedures.
SUBSIDIARY
It is reported that the Company has no Subsidiary within the meaning of
Section 4 of the Companies Act, 1956.
APPRECIATION
Your Board records its sincere appreciation for the valuable support
extended by the Companys Bankers, Financial Institutions and the
Government Agencies. Your Board also wishes to thank all its customers
/ dealers / sub-dealers and all those associated with the Company. Your
Board further conveys condial thanks to all te employees for their
sincere works and takes this opportunity to thank Shareholders for
their continued confidence reposed in the Management of the Company.
For and on behalf of the Board
Kolkata Ms. K.Saraswati
Date: 30th June, 2009. Director
Mar 31, 2003
The Directors present herewith your Companys Twelveth Annual Report
together with the Audited Accounts for the year ended 31st March, 2003.
FINANCIAL RESULTS
(Rs. in lakhs)
31st 31st
March March
2003 2002
Gross Income 207.37 42.39
Total Expenditure 206.98 42.18
Gross Profit/(Loss)
before taxation 0.39 0.21
Deferred Tax 12.15 Ã
Profit/(Loss) after tax 12.54 0.21
Balance as per
Previous year (8.52) (8.73)
Balance available for
Appropriation 4.02 (8.52)
Appropriations à Ã
Profit/(Loss) carried
forward to the
following year 4.02 (8.52)
Paid-Up Equity Share
Capital 400.00 399.66
OPERATIONS
During the period under review there was sharp decline in prices of
shares, general slowdown in Economic activity and depressed demand,
Directors of your Company could register only a marginal profit
DIVIDEND
Due to carried forward lossess your directors express their inability
to recommend any dividend in respect of Equity Shares during the period
under review.
FUTURE PROSPECTUS
Your Directors are in process to explore new areas so as to improve
working and the results can be seen in the ensuing years.
DIRECTORS
Mr. S. M. Gunecha retires at the forthcoming Annual General Meeting and
being eligible offer himself for re-appointment.
AUDITORS
Messers P. Sarkar & Associates, Chartered Accountants, the Auditors of
your Company will retire at the conclusion of this Annual General
Meeting. They have communicated their willingness to accept
re-appointment and have further confirmed their eligibility under
Section 224(1B) of the Companies Act, 1956.
PERSONNEL
None of the employee of the Company is drawing remuneration exceeding
the limits specified under section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975.
PUBLIC DEPOSIT
Your Company has not accepted any Deposit/s within the meaning of
Section 58A of the Companies Act, 1956 and the rules made thereof.
RESPONSIBILITY STATEMENT The Directors confirms -
1. That in the preparation of annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
2. That the directors had 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
view of the state of affairs of. the company at the end of the
financial year and of the profit or loss of the company for that
period.
3. That the directors had taken proper and sufficient care for
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.
4. That the directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Your Director are fully committed to implement the respecting clause 49
of the listing Agreement when it becomes applicable.
SUBSIDIARY
The Company does not have any subsidiary within the meaning of sec-4 of
the Companies Act, 1956.
AUDITORS REPORT
With reference to the observations made by the Auditors in their
report, the directors are to state that the notes submitted by the
Board as contemplated under section 217(3) of the Companies Act, 1956,
forming part of Companys Accounts are self explanatory and therefore
do not call for any further clarification.
INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
The requirement of disclosure, in terms of Section 217(1)(e) of the
Companies Act, 1956, of the steps taken as regards conservation of
energy and technology absorption does not apply to your company. Your
Company does not have any Foreign Exchange Earnings or Outgo during the
year under review.
APPRECIATION
Your Board would like to place on records its sincere appreciation for
the wholehearted support and contribution made by all its employees of
the company as also its shareholders, Bankers, contractors and State
Governments and all other business associates.
For and on Behalf of the Board
ANIL SHARMA
Executive Director
REGISTERED OFFICE :
2.Clive Ghat Street.
4th Floor, Unit No.4A.
Kolkata - 70001
Date : 30th June, 2003