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Directors Report of Jayatma Spinners Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Annual Report together with the Audited Statement of Accounts for the Financial Year 2014-15 ended 31st March, 2015

1. FINANCIAL RESULTS:

Particulars 2014-15 2013-14

Income from Operation 71.87 66.06

Other Income 20.11 4.19

Total income 91.98 70.25

Total Expenditure (Excluding Depreciation) 122.27 59.33

Profit/(loss) before tax and dep. (30.29) 10.92

Provision for depreciation 3.85 1.54

Provision for Tax (3.38) 1.8

Net profit/(loss) after tax for the year (30.76) 7.58

Add: Balance brought forward from Previous (68.97) (76.55) year

Less : Adjustment for Transitional Depreciation (58.15) 0 for the year

Balance carried to next year (157.89) (68.97)

2. PRODUCTION, SALES AND WORKING RESULTS:

The turnover of the Company generated from the trading activities and other than trading activities was Rs. 71.87 lacs and Rs. 20.11 lacs during 2014-15 compared to Rs. 66.06 lacs and Rs. 4.19 lacs during 2013-14 respectively.

During the Period under reference the company has discarded the block of machinery related to textile manufacturing activity. The company had suffered loss of Rs. 52.84 lacs in the sale of this asset. Resulting that the composite loss for the year is Rs. 30.76/- lacs compared to profit of Rs. 7.57/- Lacs during 2013- 14.

3. CHANGE IN THE NATURE OF BUSINESS:

During the last few years the company's main operation is trading activity and has revenue from other operations such as Lease & License Fees income, interest & Dividend income etc.

4. DIVIDEND:

In view of loss during the year under review, the Board of Directors is unable to recommend any Dividend on its Equity Share for the year 2014-15.

5. SHARE CAPITAL:

During the year under review the Company has, with necessary prior approval and after complying all the necessary procedure provided by the law, rules and Regulations, Allotted 22,84,000 Equity Shares of Rs.10/- Each @ Rs.18/- per Equity Share which consist Rs.8/- per share as premium amount on Preferential basis. Hence, the total paid up capital of the company at the end of financial year 2014-15 is Rs.3,00,00,000/- (Rupees Three Crores) consisting of 3000000 (Thirty lacs) equity shares of Rs.10/- each.

Further, during the year under review the Company had applied for the listing of securities with the nation-wide stock exchanges i.e. Bombay Stock Exchange. Particulars with regards to listing of securities are set out in the Corporate Governance Report which is part of the Annual Report 2014-15.

6. AUDITORS AND AUDITORS' REPORT:

M/s. Jayesh M. Shah & Co., Chartered Accountants, statutory auditors of the Company has carried out the statutory Audit and submitted its report for the financial year ended on March 31, 2015. There are no qualifications or adverse remarks in the Auditor's Report which require any clarification / explanation.

The Board has recommended the ratification of appointment of M/s. Jayesh M. Shah & Co., Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

7. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

8. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled 'Corporate Governance' is attached to this Annual Report.

9. ADEQUACY OF INTERNAL CONTROL SYSTEMS:

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

11. BOARD MEETING:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block their calendars. There were nine meetings of the board held during the year, details which is required pursuant to section 134 (3) (b) of the Companies Act, 2013 are given in the annexed 'Corporate Governance Report'.

12. BOARD OF DIRECTORS:

The Board of directors of the company has 5 directors as on 31st March, 2015: Details of directors and their category are as under:

Name of director Category

Kalyan J Shah Chairman, Executive & Promoter

Nirav K Shah Non-Executive & Promoter

Fenil R Shah Non-executive, Independent

Premal R. Joshi # Non-executive, Independent

Dakshesh B. Shroff $ Non-executive, Independent

Ashini S Shah# Non-executive, Independent

#Appointment : The Board of Directors has appointed Shri Premal R Joshi and Smt. Ashini Shah, as an Additional Director of the Company with effect from 18th November, 2014 and 30th March, 2015 respectively. They holds office upto the date of the forthcoming Annual General Meeting. Their candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company.

$Cessation: Shri Dakshesh B. Shroff has resigned from the directorship of the company w.e.f. 18th November, 2014.

13. DIRECTORS' RESPONSIBILITY STATEMENT;

In terms of section 134 (5) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit/Loss of the Company for the year ended March 31, 2015.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended March 31, 2015 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.

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

14. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF SECTION 149(6) OF THE COMPANIES ACT 2013;

All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(a) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(b) (i). Independent Directors are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(ii)Independent Directors are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(c) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(e) That Independent Directors, neither himself, nor any of his relatives,

i. Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

ii. Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed, of -

(A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to ten per cent, or more of the gross turnover of such firm;

iii. Holds together with his relatives less than two per cent, or more of the total voting power of the company; or

iv. Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) Independent Directors possesses such other qualifications as may be prescribed.

15. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

16. DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES' REMUNERATION, ETC.:

Disclosure of Ratio of Remuneration of each Director to the Median Employee's Remuneration, the Percentage increase in Remuneration of each Directors and KMP, etc. for the Financial Year ended 31st March, 2015 which is more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given as under:

Sr. No. Name Designation

1 SHRI KALYAN J SHAH MANAGING DIRECTOR

2 SHRI NIRAV K SHAH DIRECTOR

3 SHRI FENIL R SHAH DIRECTOR

4 SHRI. PREMAL R JOSHI ADDITIONAL DIRECTOR

5 SMT. ASHINI S SHAH ADDITIONAL DIRECTOR

6 SHRI. NARESH PRAJAPATI COMPANY SECRETARY

A. Ratio of director's remuneration to the median remuneration of the employees:

Total Remuneration expenses: Rs. 5,35,342/- Managerial Remuneration Expenses: Rs. 95,362/- Sitting Fees Paid to other director: Rs. 16500/-. Remuneration to other Employee: 4,00,000/-

B. The Percentage (%) increase in remuneration: NIL

C. The Percentage (%) increase in the median remuneration of employees: NIL

D. Number of permanent Employees on the rolls of Company : 4

E. Performance of the Company: The Company had incurred a loss of Rs. 30.76 Lacs in F.Y. 2014-15 in compared to profit of Rs. 7.58 lacs in financial year 2013-14. The nature of Company's business activities are as such that it is very difficult to establish direct nexus to evaluate the performance of the Company with that of the remuneration of its Employee. Hence they are paid fixed remuneration as per their respective terms of employment.

F. Relationship between average increase in remuneration and company performance: Not Applicable as there was no increase.

G. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The remuneration to the KMP i.e. Managing Director(s) and Company Secretary kept constant and there is no increase during the year.

H. The Market Capitalisation of the Company as at 31st March, 2015 was Rs. 600 lacs. As the company was listed on the BSE w.e.f. 9th March, 2015 so the Market Capitalisation as at 31st March, 2014 was not ascertainable.

Price Earnings Ratio:

As on Market Value per Shares Earnings Per Share

N.A. * 31st of March, 2014 (As the shares of the company 1.06 was listed w.e.f. 09.03.2015)

31st of March, 2015 Rs. 20 -1.03

As on P/E Ration

31st of March, 2014 —

31st of March, 2015 Minimum

*Paid-up capital of the company as on 31st March, 2014 was 716000 equity shares.

I. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; NOT APPLICABLE as there was no increase.

J. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: As the company has not paid any remuneration to the Managing Directors, the comparison is not possible.

K. The key parameters for any variable component of remuneration availed by the directors: Directors are paid sitting fees only. Components for the Sitting fees are variable. Sitting fee depends upon ones attendance of the meeting. The Key parameters therefore are as envisaged under the Companies Act.

L. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

M. The Company affirms that the remuneration is as per the remuneration policy of the Company.

17. RISK MANAGEMENT:

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organisation.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. However, details of transactions with related parties are given in 26 (E) of Accounting Policies by Auditors as per Accounting Standard 18.

19. CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee.

As Company does not come under the ambit of above mentioned provisions, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.

20. COMMISSION:

None of the Directors are receiving Commission from the company.

21. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per month or Rs. 60 lakhs per annum during the year under review.

22. EMPLOYEES STOCK OPTION SCHEME:

The company has not issued any share under Employees Stock Option Scheme during the year under review.

23. DEPOSITS:

During the year under review, the Company had not accepted any deposit from public during the year.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in note no. 10, 12, & 14 to the Financial Statement. The Company has not given any Guarantee pursuant to the provision of 186 of the Companies Act, 2013.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board during the year under report approved and adopted "Vigil Mechanism/Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.

26. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

27. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up to the Year 2015-16.

28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Since the production activities were suspended through the year, the statement of particulars with respect to Conservation of Energy and Technology Absorption pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 and Rule 3 of the Companies (Accounts) Rules, 2014 are not applicable.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with regards to Foreign Exchange Earning and Outgo are set out in note 26 (D) to the accounts.

31. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Board has appointed M/s. Patel & Associates, (Membership No. 31987) company secretary in practice, to undertake secretarial audit of the Company. A report from secretarial auditor is annexed to this Report in Form MR - 3 (Annexure-I). The same does not contain any qualification, reservation or adverse remark or disclaimer.

32. ANNUAL RETURN:

Pursuant to provision of section 134 (3) (a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is part of the Board's report and attached herewith as Annexure- II.

33. ACKNOWLEDGMENTS

Your Directors wish to place on record their sincere appreciation to the Governmental authorities, Company's bankers, customers, vendors, investors and all other stakeholders for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance during these challenging times and look forward to their support in the future as well.

DATE: 25th JULY, 2015 FOR, JAYATMA SPINNERS LIMITED PLACE: AHMEDABAD SD/- KALYAN J SHAH CHAIRMAN & MANAGING DIRECTOR DIN:00397398


Mar 31, 2014

Dear Members,

The Directors present the ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS:

(RS. In lacs) 2013-14 2012-13

Operating Profit(Before Interest) 9.38 15.30

Less: interest 0 0

Profit before Tax 9.38 15.30

Less: Prior Period Adjustments 0 0

Less: Provision of Taxation -Current 1.80 2.92

-Deferred

Profit for the Year 7.58 12.38

Add: Balance brought forward from Previous year (76.55) (88.76)

Balance Carried to Balance Sheet (68.97) (76.55)

2. DIVIDEND

In view of insufficient profits during the year under Report, the Board of Directors is unable to recommend any dividend on its Equity Share for the year 2013-14.

3. PRODUCTION, SALES AND WORKING RESULTS:

The turnover of the Company during the year under review generated from the trading activities was RS. 30.06 Lacs during 2013-14 compared to RS. 30.32 Lacs during 2012-13. During the year under review the Company has earned profit of RS. 7.58 Lacs against profit of RS. 12.38 during 2012-13.

RS. 1.55 Lacs Depreciation has been provided for the year 2013-2014.

4. DIRECTORS:

One of your Directors viz. Mr Fenil R. Shah retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. They, however, being eligible offers themselves for reappointment.

It is lamentable and shocking to note the sad demise of Shri Jagdish Kapadia, Director of the company on 13.02.2014. Shri Jagdish Kapadia was on the Board of Directors of the company since last two decades. He had been guiding our Company during his tenure in the field of legal as well as human resource and marketing. Even in the time of recession, the Company could stoop up in the market due to his able guidance only. May his soul rest in peace and may almighty give courage to the members of the bereaved family to withstand this irreparable loss to them.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Director confirms that:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

6. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956

Your Directors have obtained from Rupal Patel, Practising Company Secretary, Ahmedabad Secretarial Compliance Certificate in terms of Section 383A (i) of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 for the year 2014-15 The Compliance Certificate has been attached as Annexure-1 to this Report.

7. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NCDL) and Central Depository Service (India) Limited (CDSL). Thus shareholders have the option dematerialize their share with either of the depositories. The ISIN is INE246D01015.

8. LISTING:

The Equity Shares of the Company are listed on the OTC Exchange of India and the Company has paid Annual Listing Fees in time up to the year 2014-15.

9. GENERAL:

9.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

9.2 AUDITORS:

The present Auditors of the Company M/s. Jayesh M. Shah & Co. Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks of the Accountants are self-explanatory specifically relating to non-provision of Deprecation for the year under review as well as non provision since 199899.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

9.4 DEPOSITS:

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

10. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Since the production activities were suspended throughout the year, the Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

11. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers and also rake opportunity to place on record their gratitude to the Banks and Government Departments.

By Order of the Board of Directors



Date : 12/08/2014 Sd/- Sd/- Place : Ahmedabad (Kalyan Shah) (Fenil R Shah) Managing Director Director (DIN:00397398) (DIN:01558417)


Mar 31, 2013

Dear Shareholders,

The Directors present the 33rd ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS: (Rs. In lacs) 2012-13 2011-12

Operating Profit (Before Interest & Depreciation) 15.30 0.88

Less: interest 0 0

Profit before Depreciation 15.30 0.88

Less: Depreciation 0 0

Profit before Tax 15.30 0.88

Less: Prior Period Adjustments 0 0

Less: Provision of Taxation -Current

-Deferred 2.92 0.18

Profit for the Year 12.38 0.70

Add: Balance brought forward from Previous year (88.75) (89.46)

Balance Carried to Balance Sheet (76.37) (88.76)



2. DIVIDEND

In view of insufficient profits during the year under Report, the Board of Directors is unable to recommend any dividend on its Equity Share for the year 2012-13.

3. PROCUCTION, SALES AND WORKING RESULTS:

The production activities of the Company were suspended through out the year under review due to uneconomic and unviable operations.

The turnover of the Company during the year under review generated from the trading activities was Rs. 30.67 Lacs during 2012-13 compared to Rs.2.76 Lacs during 2011-12. During the year under review the Company has earned profit of Rs. 12.38 Lacs against profit of Rs. 0.70 during 2011-12.

In view of accumulated losses, Depreciation has not been provided for the year 2012-2013.

4. DIRECTORS:

Two of your Directors viz. Shri Nirav Shah and Shri Dakshesh Shroff retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. They, however, being eligible offers themselves for reappointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith 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 view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the Profits of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

6. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956

Your Directors have obtained from Rupal Patel, Practising Company Secretary, Ahmedabad Secretarial Compliance Certificate in terms of Section 383A (i) of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 for the year 2012-13 The Compliance Certificate has been attached as Annexure-1 to this Report.

7. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NCDL) and Central Depository Service (India) Limited (CDSL). Thus shareholders are option dematerialise their share with either of the depositories. The ISIN is INE246DO1015.

8. LISTING:

The Equity Shares of the Company are listed on the OTC Exchange of India and the Company has paid Annual Listing Fees in time upto the year 2012-13.

9. GENERAL:

9.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

9.2 AUDITORS:

The present Auditors of the Company M/s. Jayesh M. Shah & Co. Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for appointment under Section 224(1-B) of the Companies Act, 1956.

9.2 AUDITORS:

The present Auditors of the Company M/s. Jayesh M. Shah & Co. Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for appointment under Section 224(1-B) of the Companies Act, 1956.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. .

9.4 DEPOSITS:

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

10. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Since the production activities were suspended throughout the year, the Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

11. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers and also rake opportunity to place on record their gratitude to the Banks and Government Departments.

Registered Office: By order of the Board. 259, 3rd Floor, New Cloth Market Outside Raipur Gate, Sd/- Sd/- Ahmedabad-380002 Kalyan Shah Fenil Shah Date: 12/08/2013 Director Director


Mar 31, 2012

Dear Members,

The Directors present the 32nd ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. In lacs)

2011-12 2010-11

Operating Profit

(Before Interest & Depreciation) 0.88 3.46

Less: interest 0 0

Profit before Depreciation 0.88 3.46

Less: Depreciation 0 0

Profit before Tax 0.88 3.46

Less: Prior Period Adjustments 0 0

Less: Provision of Taxation -Current

-Deferred 0.18 0.85

Profit for the Year 0.70 2.61

Add: Balance brought forward from Previous year (89.46) (92.07)

BalanceCarTiedtoBalanceShest (88.76) (89.46)

2. DIVIDEND

In view of insufficient profits during the year under Report, the Board Of Directors is unable to recommend any dividend on its Equity Share for the year 2011-12.

3. PROCUCTION, SALES AND WORKING RESULTS:

The production activities Of the Company were suspended through out the year under review due to uneconomic and unviable operations.

The turnover of the Company during the year under review generated from the trading activities was Rs. 2.76 Lacs during 2011-12 compared to Rs.122.64 Lacs during 2010-11. During the year under review the Company has earned profit of Rs. 0.70 Lacs against profit of Rs. 2.61 during 2010-11.

In view of accumulated losses, Depredation has not been provided for the year 2011-2012.

4. DIRECTORS:

TWo of your Directors viz. Shri Jagdish Kapadia and Shri Fenil Shah retires by rotation in terms of Articles 150 and 151 of the Articles of Association of Ihe Company. They, however, being eligible offers themselves for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT.

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

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith 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 view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the Profits of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

6. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956

Your Directors have obtained from Rupal Patel, Practising Company Secretary, Ahmedabad Secretarial Compliance Certificate in terms of Section 363A (i) of the Companies Act, 1856 and Companies (Compliance Certificate) Rules, 2001 for the year 2011-12 The Compliance Certificate has been attached as Annexute-1 to this Report.

7. DEMATERtAUSATION OF EQUITY SHARES;

The Company has entered into agreements with both National Securities Depository Limited (NCDL) and Central Depository Service (India) Limited (CDSL). Thus shareholders are option dematerialise their share with either of the depositories. The ISIN is INE246DO1015.

8- LISTING;

The Equity Shares of the Company are listed on the OTC Excltange of India and the Company has paid Annual Listing Fees in time upto the year 2011-12.

9. GENERAL:

9.1 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

9.2 AUDITORS:

— The present Auditors of the Company M/s. Jayesh M. Shah & Co. Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for appointment under Section 224(1-6) of the Companies Ad, 1956.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Ad, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from lime to time.

9.4 DEPOSITS:

The Company has not accepted any deposit as defined under Setiion 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

10. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Since the production activities were suspended throughout the year, the Statement of particulars with resped to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of Sedion 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disdosure of Particulars in the Report of Board of Diredors) Rules, 1988 are not applicable.

11. ACKNOWLEDGMENT:

Your Diredors would like to express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers and also rake opportunity to place on record their gratitude to the Banks and Government Departments.

Registered Office: By order of the Board.

259,3"1 Floor, New Cloth Market Outside Raipur Gate, Sd/- SdI- Ahmedabad-380002 KalyanShah FenllShah Date: 04/08/2012 Director Director


Mar 31, 2011

Dear Members,

The Directors present the Thirty First ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2010-11 ended 31" March, 2010

1. FINANCIAL RESULTS:

(Rs in lacs) 2010-2011 2009-2010

Operating Profit 3.46 2.48 (Before Interest & Depreciation)

Less: interest 0 0

Profit before Depreciation 3.46 2.48

Less: Depreciation 0 0

Profit before Tax 3.46 2.48

Less: Prior Period Adjustments 0 0

Less: Provision of Taxation -Current

-Deferred 0.65 0.48

Profit for the Year 2.61 2.00

Add: Balance brought forward from Previous year -92.07 -64 07

Balance Carried to Balance Sheet (89.46) -92.07

2. DIVIDEND

In view of insufficient profits during the year under Report, the Board of Directors is unable to recommend any dividend on its Equity Share for the year 2010-11.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production activities of the Company were suspended through out the year under review due to uneconomic and unviable operations.

The turnover of the Company during the year under review generated from the trading activities was Rs. 122.64 Lacs during 2010-11 compared to Rs.92.32 Lacs during 2009-10. During the year under review the Company has earned profit of Rs.2.61 Lacs against profit of Rs.2.01 during 2009-10.

In view of accumulated losses, Depreciation has not been provided for the year 2010-2011.

4. DIRECTORS:

Two of your Directors viz. Shri Ashok Gandhi and Shri Dakshesh Shroff retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company, They, however, being eligible offers themselves for reappointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of, the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith 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 view of the state of affairs of the Company at 31st March, 2011 being end of the financial year 2010-11 and of the Profits of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

6. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956

Your Directors have obtained from Rupal Patel, Practising Company Secretary, Ahmedabad Secretarial Compliance Certificate in terms of Section 383A (i) of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 for the year 2010-11 The Compliance Certificate has been attached as Annexure-1 to this Report.

7. DEMATERIAUSATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NCDL) and Central Depository Service (India) Limited (CDSL). Thus shareholders are option dematerialise their share with either of the depositories. The ISIN is INE246DO1015.

8. LISTING:

The Equity Shares of the Company are listed on the OTC Exchange of India and the Company has paid Annual Listing Fees in time upto the year 2010-11

9. GENERAL:

9.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, earthquake etc.

9.2 AUDITORS:

The present Auditors of the Company M/s Shah Kantilal & Co. Chartered Accountants, Ahmedabad will resign in the ensuing Annual General Meeting and hence in order to fill up casual vacancy arise due to such resignation, the shareholders of the Company are recommended for appointment of M/S, Jayesh M Shah & CO Chartered Accountants, Ahmedabad. as Auditors of the Company w.e.f. 19/09/2011 of the Company. M/S. Jayesh M Shah & Co Chartered Accountants, Ahmedabad, Auditors hold office until the conclusion of the ensuing Annual General Meeting. They have submitted certificate for their eligibility for appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks of the Accountants are self-explanatory specifically relating to non-provision of Depreciation for the year under review since 1998-99.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.4 DEPOSITS

The Company has not accepted any deposit as defined under Section 58 A and the Companies (Acceptance of Deposit) Rules, 1975.

10. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Since the production activities were suspended throughout the year, the Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

11. ACKNOWLEDGMENT:

Your Directors would like to express their sincere thanks and appreciation to Promoters. Shareholders, Suppliers and Customers and also rake opportunity to place on record their gratitude to the Banks and Government Departments.

Registered Office: By order of the Board. 259, 3rd Floor, New Cloth Market Outside Raipur Gate, Ahmedabad-380002 Kalyan Shah Nirav Shah Date: 30/05/2011 Director Director

 
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