Mar 31, 2015
The Directors have pleasure in presenting their 49th Annual Report on
the business and operation of the company and Financial accounts for
the year ended 31st March, 2015.
SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)
PARTICULARS 2014-15 2013-14
Gross Total Income from Operations 64,014 41,071
Other Income 0.00 0.00
Expenditure 62,361 37,691
Profit before Taxes 1,652 3,379
Profit / (Loss) After Taxes 1,142 2,335
THE YEAR UNDER REVIEW:
Your Company has successfully completed 49 years of operation. Your
Company's key businesses have reported an adequate performance for the
year ended 31st March, 2015.
FINANCIAL RESULT:
The year under review the company has earned sufficient amount of
profit in spite of volatile market conditions. It has earned Rs. 1,142
thousands compared to the previous year's profit of Rs. 2,335
thousands. Turnover of the Company during the year was Rs. 64,014
thousands as compared to Rs. 41,071 thousands in previous year.
OUTLOOK FOR THE FUTURE:
The company in the coming financial year would be engaging itself in
Infrastructure activities as its core area. Considering the present
lucrative scenario in the Infrastructure sector, the directors foresee
a very bright future for the company in the said sector.
DIVIDEND:
The company has not recommended any dividend during the year.
TRANSFER TO RESERVE
The Company proposes to carry Rs. 11,42,000 /- to the General Reserve
of the Company.
FIXED DEPOSITS
As on 31.03.2015, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2015, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., the
code of corporate governance become applicable to the company
w.e.f.2002-03 and accordingly the company has been adhering to the
directions and guidelines as required. The report on the code of
corporate governance is annexed separately in this Annual report.
DIRECTORS
None of the Directors are eligible for retire by rotation. Sub-section
(13) states that the provisions of retirement by rotation as defined in
Sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the nomination and
remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 4 times during the financial year, the details of which
are given in the corporate governance report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 5 members. Out of which one is the Managing
Director, two Independent Directors. The Woman Director is one of the
Executive Director.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Subsection
(3) of Section 178 of the Companies Act, 2013, adopted by the Board,
are stated in this Board report. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director. The format of
the letter of appointment is available on our website,
www.jrilimited.com.
COMMITTEES OF THE BOARD
Currently, the Board has five committees: 1. Audit Committee, 2.
Nomination and Remuneration Committee, 3. Stake Holders Relationship
Committee, 4. Risk Management Committee and 5. Corporate Social
Responsibility Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
INDEPENDENT DIRECTORS DECLARATIONS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
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;
4. None of the relatives of the Independent Directors have 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 lakh 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;
5. Independent Director, neither himself nor any of his relativesÂ
(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 the 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 year in
which he is proposed to be appointed, ofÂ
(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 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, of any
nonprofit 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
6. Independent director possesses such qualifications as may by
required by the Board.
The Company & Independent Directors shall abide by the provisions
specified in schedule IV of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
Pursuant to section 178 of the Companies Act, 2013, the Company has set
up a Nomination and Remuneration and stakeholders Relationship
Committee.
The Gist of the Policy of the said committee:
1. For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years
eligible to become Independent Director;
b. He has to fulfill the requirements as per section 149 of the
Companies Act, 2013 read with clause 49 of the Listing Agreement;
c. Adhere the code of conduct as per Schedule IV to the Companies Act,
2013;
d. Strictly adhere the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e. The Independent Director has adequate knowledge and reasonably able
to contribute to the growth of the Company and stakeholders;
f. Independent Director are able to devote time for the Board and
other meetings of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h. Able to review the policy, participate in the meeting with all the
stake holders of the company, Annual Meeting.
PERFORMANCE OF THE BOARD AND COMMITTEE
During the year under review, the performance of the Board & Committee
and Individual Director(s) based on the below parameters satisfactory:
1. Most of the Directors attended the Board meeting ;
2. The remunerations paid to executive Directors strictly as per the
company and industry policy. The Independent Directors only received
sitting fees.
3. The Independent Directors contributed a lot based on their
experience and knowledge and Independent views.
4. The Credit Policy, Loan Policy and compliances were reviewed;
5. Development of Risk Management Policy
RISK MANAGEMENT POLICY
JRI Industries & Infrastructure Limited is exposed to risks such as
liquidity risk, Interest rate risk, Credit risk
and Operational risk that are inherent in the construction and
infrastructure businesses.
At the moment the company advances for a development project and
carrying of the infrastructure developments. The Company because of
paucity of fund could not able to run the Construction & Engineering in
full swing. This risk was minimized on account of involvement of the
Directors in their personal capacity.
The infrastructure and realty segment presently witnessing down trend.
The Company decides to follow the infrastructure and government
sponsored projects in future.
By strictly following the regulatory norms and Guidelines, the company
effectively manages the risks and has a focused Risk Management
monitoring in place.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material
departures;2.That the Directors have selected such accounting policies
and applied them consistently and made judgments and estimates that
were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of
the profit of the Company for the year under review;
3. That the Directors have 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;
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a 'going concern' basis;
5. That the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS
The existing auditors M/s. BMS JD & Associates, Chartered Accountants
(Registration No 121714W) due to preoccupation tender their resignation
from the Financial Year 2015-16. On basis of Audit Committee
recommendation, the Board recommended M/s. PVG & Associates, Chartered
Accountants (Registration No 129589W) for considering their appointment
at ensuing AGM for member's approval.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are appointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 134 of the
companies Act, 2013.
SECRETARIAL AUDITOR
M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice,
was appointed to conduct the secretarial audit of the Company for the
financial year 2014-15, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder.
The secretarial audit report for FY 2014-15 forms part of the Annual
Report and part of the Board's report as Annexure-I
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates,
Company Secretary in Practice, as secretarial auditor of the Company
for the financial year 2015-16.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
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.
PARTICULARS OF LOANS, GURANTEE OR INVESTMENTS
There were no Loans, Guarantees and Investments covered under section
186 of the Companies Act, 2013.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption are not
applicable in the case of the company. However the company took
adequate steps to conserve the Energy and used the latest technology.
During the year under review there were no foreign Exchange Earnings.
The Foreign Exchange out go is Nil.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
www.jrilimited.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed as Annexure-II.
1. The Paid up capital of the Company: Rs. 5,31,15,000/- consisting of
2,65,57,500 equity shares of face value of Rs.2 /- each.
2. The Board of Directors of the company consists of 5 Directors
namely Mr. Shankarroa Borkar, Ms. Sunanda Borkar, Mr. Ramakant Sabnis,
Mr. Shivanand Chapale and Mr. Amol Borkar. Out of which 2 directors
namely Mr. Ramakant Sabnis and Mr. Shivanand Chapale were Independent
Directors.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 88,08,750 equity shares of
Rs.2/- each amounting to 33.17%
5. There was no un-paid dividend during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
Board.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no
complaints are outstanding.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013, all companies having net worth of Rs. 500
crore or more, or turnover of Rs. 1,000 crore or more or a net profit
of Rs.5 crore or more during any financial year are required to
constitute a corporate social responsibility (CSR) committee of the
Board of Directors comprising three or more directors, at least one of
whom should be an independent director and such Company shall spend at
least 2% of the average net profits of the Company's three immediately
preceding financial year.
The Company presently does not meet with any of the criteria stated
herein above.
CERTIFICATE ON CORPORATE GOVERNANCE
Certificate on corporate governance as required by Clause 49 of the
Listing Agreement, the Mr. Ramesh Chandra Mishra & Associates-Company
Secretary in Practice has issued the certificate on corporate
governance is appended as Annexure-III to the Board's report.
PAYMENT OF LISTING FEES
Your company shares are listed on Bombay Stock Exchange Ltd., the
listing fees for the year 2015-2016 have been paid to the stock
exchange. The company has been complying with all the conditions
require to be complied with in the listing agreement.
APPRECIATION
The Board would like to take opportunity to thanks the esteemed
shareholders, the customers, the suppliers and the bankers and all
other business associates for their continued support.
The Board also wishes to place on the records their appreciation of the
invaluable contribution made by our employees which made it possible
for the company to achieve these results.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the Government, Banks,
Shareholders and customers for their continued support extended to the
company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
BY ORDER OF THE BOARD
FOR JRI INDUSTRIES & INFRASTRUCTURE LIMITED
Sd/-
Date: 30th May, 2015 SHANKARRAO BORKAR
Place: Mumbai
MANAGING DIRECTOR
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 48th Annual Report on
the business and operation of the company and Financial accounts for
the year ended 31st March, 2014.
SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)
PARTICULARS 2013-14 2012-13
Gross Total Income from Operations 410.71 1553.03
Other Income 0.00 0.00
Expenditure 376.91 1540.91
Profit before Taxes 33.79 12.12
Profit / (Loss) After Taxes 23.35 8.37
THE YEAR UNDER REVIEW:
Your Company has successfully completed 48 years of operation. Your
Company''s key businesses have reported an adequate performance for the
year ended 31st March 2014.
FINANCIAL RESULT:
The year under review the company has earned sufficient amount of
profit inspite of volatile market conditions. It has earned Rs. 23.35
Lakhs compared to the previous year''s profit of Rs. 8.37 Lakhs.
Turnover of the Company during the year was Rs. 410.71 Lakhs as
compared to Rs. 1553.03 Lakhs in previous year.
OUTLOOK FOR THE FUTURE:
The company in the coming financial year would be engaging itself in
Infrastructure activities as its core area. Considering the present
lucrative scenario in the Infrastructure sector, the directors foresee
a very bright future for the company in the said sector.
DIVIDEND:
The company has not recommended any dividend during the year.
DIRECTORS:
1. Mr. Shivanand Chapale, is liable to retire by rotation at the
Annual General Meeting and being eligible offers himself for
re-appointment.
2. Mr. Ramakant S. Sabnis, is liable to retire by rotation at the
Annual General Meeting and being eligible offers himself for
re-appointment.
3. Mr. Pandit Ranba Zirmale, has resigned as the Director of the
Company with effect from 1st September, 2014.
EMPLOYER/EMPLOYEE RELATIONS
The relationship with the workers of the Company''s manufacturing units
and other staff has continued to be cordial. The Directors wish to put
on record their sincere appreciation and gratitude for the services
rendered by the workers and staff at all levels
CORPORATE GOVERNANCE
In pursuance of the system of Corporate Governance instituted by SEBI,
forming part of the Listing Agreement with the Stock Exchange, a report
thereon is separately attached to this report as per clause 49 of the
Listing Agreement
HUMAN RESOURCES
We take this opportunity to thank employees at all levels for their
dedicated service and contribution made towards the growth of the
company.
RELATED PARTY TRANSACTIONS:
Details of related party transactions as per section 188 of the
Companies Act, 2013 are given in the Auditor''s report and annexures
thereto.
FIXED DEPOSIT:
During the year under review, the Company has not accepted or renewed
any deposit within the meaning of Section 58A of the Companies Act,
1956 and rules made there under.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS
STATEMENT
As per clause 49 of the Listing Agreement entered into with the Stock
Exchange, Corporate Governance Report with auditors'' certificate thereon
and Management Discussion and Analysis are attached and form part of
this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
3. That the Directors have 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;
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis;
5. That the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
6. That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1) They are not a promoter of the Company or its holding, subsidiary or
associate company;
2) They are not or directors in the company, its holding, subsidiary or
associate company.
3) The independent Directors have /had no pecuniary relationship with
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;
4) None of the relatives of the Independent Director 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 lakh 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;
5) Independent Director, 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 the 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 year in
which he is proposed to be appointed, ofÂ
(iii) (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;
(iiv) Holds together with his relatives two per cent. or more of the
total voting power of the company; or
(v) is a Chief Executive or director, by whatever name called, of any
nonprofit 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
6) Independent director possesses such qualifications as may be
directed by the Board.
7) The Company & the Independent Directors shall abide by the
provisions specified in schedule IV of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE:
Pursuant to section 178 of the Companies Act, 2013, the Company has set
up a Nomination and Remuneration and Stakeholders Relationship
Committee consisting of Three (3) of Independent Directors Mr. Ramakant
S. Sabnis, being the Chairman of the Committee, Mr. Amol S. Bhorkar and
Mr. Pandit Ranba Zirmale are members of the Committee.
The Gist of the Policy of the said committee:
1) For Appointment of Independent Director (ID):
a) Any person who is between the age of 25 years and below 75 years
eligible to become ID;
b) He has to fulfill the requirements as per section 149 of the
Companies Act, 1956 read with cl. 49 of the Listing Agreement;
c) Adhere to the code of conduct as per Schedule IV to the Companies
Act, 2013;
d) Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e) ID should have adequate knowledge and reasonably able to contribute
to the growth of the Company and stakeholders;
f) ID should be able to devote time for the Board and other meetings of
the company;
g) Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h) Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual Meeting.
EXTRACT OF ANNUAL RETURNS
1. The Paid up capital of the Company: Rs 5,31,15,000/- consisting of
26557500 equity shares of face value of Re.2/- each.
The Board of Directors of the company consists of 6 Directors. Out of
which three promoter directors namely Mr. Shankarrao A. Borkar, Sunanda
S. Borkar, Amol S. Borkar And Ramakant S. Sabnis, Shivanand Chapale,
Pandit Ranba Zirmale were three Independent Directors.
2. The secured debt of the company is Nil.
3. The Promoters holding is consists of 8808750 equity shares of
Re.2/- each amounting to 33.17%.
4. There was un-paid dividend during the year.
AUDITORS:
M/S. BMS JD & Associates., Chartered Accountants, the Statutory
Auditors of the Company retire at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The members
are requested to appoint the Auditors for the current year and to
authorize the Board to fix their remuneration.
AUDITORS REPORT:
Observations made by the Auditors in their report read with the
relevant Notes to Accounts are self-explanatory and therefore do not
call for any further comments under Section 217(3) of the Companies
Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is covered by the provisions of
Section 217 (2A) of the Companies (Particulars of Employees) Rules,
1975.
APPRECIATION:
The Board would like to take opportunity to thanks the esteemed
shareholders, the customers, the suppliers and the bankers and all
other business associates for their continued support.
The Board also wishes to place on the records their appreciation of the
invaluable contribution made by our employees which made it possible
for the company to achieve these results.
PERFORMANCE OF THE BOARD AND COMMITTEE:
During the year under review, the performance of the Board & Committee
and Individual Director(s) based on the below parameters was
satisfactory:
1. Most of the Directors attended the Board meeting;
2. The remunerations paid to executive Directors are strictly as per
the company and industry policy. The Independent Directors only
received sitting fees.
3. The Independent Directors contributed a lot based on their
experience and knowledge and Independent views.
4. The Credit Policy, Loan Policy and compliances were reviewed;
5. Implementation of Risk Management Policy.
ACKNOWLEDGMENTS
Your Directors convey their sincere thanks to the Government, Banks,
Shareholders and customers for their continued support extended to the
company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
Date: 1st September, 2014 SHANKARRAO BORKAR
MANAGING DIRECTOR
Place: Mumbai
Mar 31, 2012
The Directors have pleasure in presenting their 46th Annual Report on
the business and operation of the company and Financial accounts for
the year ended 31st March, 2012.
SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
PARTICULARS 2011-2012 2010-2011
Gross Total Income from Operations 2294.89 3921.55
Other Income 15.31 7.50
Expenditure 2248.84 3855.38
Profit before Taxes 61.36 73.68
Profit / (Loss) After Taxes 42.40 50.91
THE YEAR UNDER REVIEW:
Your Company has successfully completed 46 years of operation. Your
Company's key businesses have reported an adequate performance for the
year ended 31st March 2012.
FINANCIAL RESULT:
The year under review the company has earned sufficient amount of
profit inspite of volatile market conditions. It has earned Rs. 42.40
Lakhs compared to the previous year's profit of Rs. 50.91 Lakhs.
Turnover of the Company during the year was Rs. 2294.89 Lakhs as
compared to Rs. 3921.55 Lakhs in previous year.
EQUITY SHARES:
During the year ended 31st March 2012 the Company issued equity shares
to shareholders on conversion of Equity warrants and also make further
issue of equity shares on preferential basis to the shareholders in
accordance with section 81(1A) of Companies Act 1956 and as per SEBI (
Issue of capital and Disclosure Requirement ) Regulations 2009." On 7th
April 2011the company issued 8,99,500 (Eight Lakh Ninety Nine Thousand
Five Hundred only) equity shares of Rs. 10/- each to Dhanshree
Dreamhomes Private Limited (A Promoter Group Company) upon the
conversion of 8,99,500 (Eight Lakh Ninety Nine Thousand Five Hundred
only) equity warrant and on the same date company makes further issue
of equity shares on preferential basis to a non promoter group and
allotted 24,00,000 (Twenty Four Lakhs Only) equity shares of Rs. 10/-
each to a non promoter group. On 12th September 2011 the company issued
2,00,000 (Two Lakhs Only) equity shares of Rs. 10/- each to Dhanshree
Dreamhomes Private Limited (A Promoter Group Company) upon the
conversion of 2,00,000(Two Lakhs Only) equity warrant on a preferential
Basis. On 15th September 2011 Company makes further issue of equity
shares on preferential basis to a non promoter group and allotted
4,93,000 shares of Rs. 10/- each to shareholders.
OUTLOOK FOR THE FUTURE:
The company in the coming financial year would be engaging itself in
Infrastructure activities as its core area. Considering the present
lucrative scenario in the Infrastructure sector, the directors foresee
a very bright future for the company in the said sector.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
As required under 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 the relevant information pertaining to
conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
A. CONSERVATION OF ENERGY: The Company takes various steps to ensure
judicious consumption of electrical and other energy by improved
house-keeping avoiding leakages/wastage, monitoring the use of
electrical lights and equipments, improvement of power factor etc.
B. TECHNOLOGY ABSORPTION: The Company has not imported any technology.
C. FOREIGH EXCHANGE EARNINGS & OUTGO:
2011-12 2010-11
a. Foreign Exchange Used NIL NIL
b. Foreign Exchange Earned NIL NIL
DIRECTORS:
Mr. Ramakant S. Sabnis, is liable to retire by rotation at the Annual
General Meeting and being eligible offers himself for re-appointment.
Mr. Pandit Ranba Zirmale was appointed as an additional Director and as
an Independent Director on 22nd June 2012.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under 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 accounts for the financial year ended
31st March, 2012, 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 were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate account ting 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 accounts for the financial
year ended 31st March 2012 on a 'going concern' basis.
AUDITORS:
M/S. BMS JD & Associates., Chartered Accountants, the Statutory
Auditors of the Company retire at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The members
are requested to appoint the Auditors for the current year and to
authorize the Board to fix their remuneration.
AUDITORS REPORT:
Observations made by the Auditors in their report read with the
relevant Notes to Accounts are self-explanatory and therefore do not
call for any further comments under Section 217(3) of the Companies
Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is covered by the provisions of
Section 217 (2A) of the Companies (Particulars of Employees) Rules,
1975.
FIXED DEPOSIT:
During the year under review, the Company has not accepted or renewed
any deposit within the meaning of Section 58Aof the Companies Act, 1956
and rules made there under.
APPRECIATION:
The Board would like to take opportunity to thanks the esteemed
shareholders, the customers, the suppliers and the bankers and all
other business associates for their continued support.
The Board also wishes to place on the records their appreciation of the
invaluable contribution made by our employees which made it possible
for the company to achieve these results.
ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
Date : 14th August, 2012 SHAN KARRAO BORKAR
Place: Mumbai MANAGING DIRECTOR
Mar 31, 2011
The Directors have pleasure in presenting their 45th Annual Report on
the business and operation of the company and Financial accounts for
the year ended 31st March, 2011.
SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)
PARTICULARS 2010-2011 2009-2010
Gross Total Income from Operations 3921.55 707.28
Other Income 7.50 0.01
Expenditure 3855.35 692.16
Profit before Depreciation and Taxes 73.68 15.12
Profit / (Loss) After Taxes 50.91 12.79
THE YEAR UNDER REVIEW :
Your Company has successfully completed 45 years of operation. Your
Company's key businesses have reported an encouraging performance for
the year ended 31st March 2011.
FINANCIAL RESULT :
The year under review has witnessed an encouraging performance. With
the new management taking over the company has achieved a profit of Rs.
50.91 Lakhs compared to the previous years Profit of Rs.12.79 Lakhs.
Turnover of the company during the year was Rs.3921.55 Lakhs/- as
compared to Rs.707.28 Lakhs /- in the previous year.
EQUITY SHARES :
During the year ended 31st March, 2011 the company issued 1,20,000 (One
Lac Twenty Thousand) Equity Shares of Rs.10 each to Dhanshree
Dream homes Private Limited (A promoter Group Company) upon the
conversion of 1,20,000 (One Lac Twenty Thousand) Equity warrant on a
preferential basis in accordance with Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirement) Regulations, 2009,
Companies Act, 1956, FEMA and all other applicable provisions and there
has been change in the share capital of the company.
OUTLOOK FOR THE FUTURE :
The company in the coming financial year would be engaging itself in
Infrastructure activities as its core area. Considering the present
lucrative scenario in the Infrastructure sector, the directors foresee
a very bright future for the company in the said sector.
CAPITAL EXPENDITURE :
During the year, the company has invested funds of Rs.43,750/- in its
Fixed Assets.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
As required under 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 the relevant information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and outgo are as
follows:
A. CONSERVATION OF ENERGY: The Company takes various steps to ensure
judicious consumption of electrical and other energy by improved
house-keeping avoiding leakages/wastage, monitoring the use of
electrical lights and equipments, improvement of power factor etc.
B. TECHNOLOGY ABSORPTION : The Company has not imported any
technology.
DIRECTORS :
Sunanda S. Borkar, is liable to retire by rotation at the Annual
General Meeting and being eligible offers herself for re-appointment.
Shivanand Chapale is liable to retire by rotation at the Annual General
Meeting and being eligible offers himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under 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 accounts for the financial year ended
31st March, 2011, 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 were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate account ting 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 accounts for the financial
year ended 31st March 2011 on a 'going concern' basis.
AUDITORS :
M/s Narendra Samar & Co., Chartered Accountants, the Statutory Auditors
of the Company whose term end at the ensuing Annual General Meeting.
The Company appoints new Statutory Auditor M/s. BMS JD & Associates in
place of the existing Auditors. The members are requested to appoint
the New Auditor M/s. BMS JD & Associates for the current year and to
authorize the Board to fix their remuneration.
AUDITORS REPORT :
Observations made by the Auditors in their report read with the
relevant Notes to Accounts are self-explanatory and therefore do not
call for any further comments under Section 217(3) of the Companies
Act, 1956.
PARTICULARS OF EMPLOYEES :
None of the employees of the Company is covered by the provisions of
Section 217 (2A) of the Companies (Particulars of Employees) Rules,
1975.
FIXED DEPOSIT :
During the year under review, the Company has not accepted or renewed
any deposit within the meaning of Section 58Aof the Companies Act, 1956
and rules made there under.
APPRECIATION :
The Board would like to take opportunity to thanks the esteemed
shareholders, the customers, the suppliers and the bankers and all
other business associates for their for the continued support.
The Board also wishes to place on the records their appreciation of the
invaluable contribution made by our employees which made it possible
for the company to achieve these results.
ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
Date : 3rd August, 2011 SHANKARRAO BORKAR
Place: Mumbai MANAGING DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting their Report on the business
and operation of the company and Financial accounts for the year ended
31st March, 2010.
SUMMARISED FINANCIAL RESULTS:
(Rs.)
Year ended Year ended
31.3.2010 31.3.2009
Income from Operation 70,728,210 68,912,279
Other Income 1,001 654,656
Expenditure 69,216,620 69,569,038
Profit Before tax and depreciation 1,512,591 (2,103)
Profit / (Loss) After Taxes 1,278,896 (2,103)
FINANCIAL RESULT:
The year under review has witnessed an encouraging performance. With
the new management taking over the company has achieved a profit of
12.79 lakhs compared to the previous loss of Rs. 2103. Turnover of the
company during the year was Rs.70,728,210/- (Rs.69,566,935/- in the
previous year).
CHANGE IN THE NAME, SITUATION OF THE REGISTERED OFFICE AND OBJECTS:
Your company proposes to change its main business activities from
manufacturing of rolls, bars, plates etc. to trading and infrastructure
business activities and consequently change its name to reflect the new
business activities. Further, to take advantage of the infrastructure
business activities and available opportunities in Mumbai it has been
considered to change the location of the registered office to Mumbai,
and proposes to seek necessary approval by way of postal ballot process
as per requirement of section 192A of the Companies Act, 1956.
Your company shall obtain necessary approval of the Central Government
and the Company Law Board to implement to above said decision after
complete the process of approval by way of postal ballot from the
members of the Company in due course.
DIVIDEND:
A dividend of 5% is proposed to be distributed to the shareholders of
the company.
EQUITY SHARES:
During the year ended 31st March, 2010 the company issued 7,49,000
equity shares of Rs.10/- each at a premium of Rs.31.10/- and 12,19,500
Warrants convertible into Equity shares of Rs.10/- each at a premium of
Rs.31.10 each to Promoters and Others on a preferential basis in
accordance with Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirement) Regulations, 2009, Companies Act,
1956, FEMA and all other applicable provisions and there has been
change in the share capital of the company.
OUTLOOK FOR THE FUTURE:
The company in the coming financial year would be engaging itself in
Infrastructure activities as its core area. Considering the present
lucrative scenario in the Infrastructure sector, the directors foresee
a very bright future for the company in the said sector.
CAPITAL EXPENDITURE:
During the year, the company has not invested any funds in its Fixed
Assets.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
As required under 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 the relevant information pertaining to
conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
A) CONSERVATION OF ENERGY: The Company takes various steps to ensure
judicious consumption of electrical and other energy by improved house-
keeping avoiding leakages/Wastage, monitoring the use of electrical
lights and equipments, improvement of power factor etc.
B) TECHNOLOGY ABSORPTION: The Company has not imported any technology.
TAKEOVER OF MANAGEMENT :
The company was takenover by Shri Shankarro A Borkar, Smt Sunanda S
Borkar & Shri Amol S Borkar ("Acquirers") vide an Open Offer dated 27th
November, 2009. Pursuant to the said takeover there was a change in
the management of the company with the acquirers taking over the
management of the company and stepping in the place of the existing
promoters.
DIRECTORS
Shri Ramakant Sabnis is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for re -
appointment.
Shri Shankarrao Borkar was appointed as Managing Directors of the
Company by the members w.e.f. 16th January, 2010 at the Extra- ordinar
General M
Shri Amol Borkar was appointed as Additional Directors of the Company
by the Board w.e.f. 16th January, 2010 and the company has received a
notice u/s 257 from a member of the company for proposing his
appointment as a director at the forth coming Annual General Meeting.
Shri Sunanda Borkar was appointed as Additional Directors of the
Company by the Board w.e.f. 16th January, 2010 and the company has
received a notice u/s 257 from a member of the company for proposing
his appointment as a director at the forth coming Annual General
Meeting.
Shri Shivanand Chapale was appointed as Additional Directors of the
Company by the Board w.e.f. 16th January, 2010 and the company has
received a notice u/s 257 from a member of the company for proposing
his appointment as a director at the forth coming Annual General
Meeting.
Shri Kantiprasad Patodia has resigned as the director of the company
with effect from 16th January, 2010.
Shri Ravindra Patodia has resigned w.e.f.15th February, 2010
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2010, 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 were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate account ting 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 accounts for the financial
year ended 31st March 2010 on a Ãgoing concernà basis.
AUDITORSÃ REPORT
M/s Narendra Samar & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The members are
requested to appoint the Auditors for the current year and to authorize
the Board to fix their remuneration.
AUDITORSÃ REPORT
Observations made by the Auditors in their report read with the
relevant Notes to Accounts are self-explanatory and therefore do not
call for any further comments under Section 217(3) of the Companies
Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is covered by the provisions of
Section 217 (2A) of the Companies (Particulars of Employees) Rules,
1975.
FIXED DEPOSIT:
During the year under review, the Company has not accepted or renewed
any deposit within the meaning of Section 58Aof the Companies Act, 1956
and rules made there under.
APPRECIATION:
The Board would like to take opportunity to thanks the esteemed
shareholders, the customers, the suppliers and the bankers and all
other business associates for their for the continued support .
The Board also wishes to place on the records their appreciation of the
invaluable contribution made by our employees which made it possible
for the company to achieve these results.
On behalf of the Board of Directors.
Shankarrao Borkar
Managing Director
Place: Mumbai
Dated: 12/08/2010
Mar 31, 2009
TO THE MEMBERS:
The Directors have pleasure in presenting their Annual Report
together with the audited accounts of the company for the period ended
31st March 2009.
1. FINANCIAL RESULTS:
The year under review has witnessed the following performance. Turnover
during the year achieved out of manufacturing & trading activities was
Rs. 69566935/- (Rs.38202367/- in the previous year.) Net Profit/Loss as
per account without providing depreciation was Rs. (-) 2103/- (Rs.
1950855/-in the previous year.)
Following are the Financial Highlights:
2008-2009 2007-2008
Rs. Rs.
Sales 68912279 35960944
Other Income 654656 2241423
69566935 38202367
Profit before Depreciation (-)2103 1950855
Depreciation NIL NIL
Provision for taxation NIL NIL
Provision for Deff. Tax NIL 9061
Profit after Taxation (-)2103 1959919
Proposed Dividend NIL NIL
Transferred To General Reserves NIL NIL
Loss B/f. (-)28283652 (-)30243568
Transfer from Reserves 3281339 NIL
Profit & Loss Account C/f. (-)25004416 (-)28283652
2. DIVIDEND:
In view of brought forward loss and Current Year Loss the directors
have decided not to declare any dividend during the year.
3. EQUITY SHARE:
During the year ended 31st March 2009 no new shares were allotted to
any person and there was no change in the share capital of the company.
4. OUTLOOK FOR THE FUTURE:
The company is a sick industrial unit since several years.
5. CAPITAL EXPENDITURE:
During the year, the company has not invested any funds in its Fixed
Assets.
6. CONSERVATION OF ENERGY:
Your company takes various steps to ensure judicious consumption of
electrical and other energy by improved house-keeping, avoiding
leakage/Wastage, monitoring the use of electrical lights and
equipments, improvement of power factor etc.
7. PARTCULARS OF EMPLOYEES:
None of the employees of the company is covered by the provisions of
section 217(2A) of the Companies (Particular of Employees) Rules, 1975.
8. FIXED DEPOSIT:
Your company has not accepted deposits from the Public.
9. FOREIGN EXCHANGE EARNING AND OUTGO:
There are no foreign exchange earnings and outgoings.
10. DIRECTORS:
Mr. Kantiprasad Patodia Retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Director Responsibilities statement: -
Pursuant to the requirement under section 217(2AA) of the Companies
Act.1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of the annual account for the financial year
ended 31st March, 2009 the applicable accounting standards had been
followed along with proper explanation to material departures:
b) That the directors had selected such accounting policies and applied
them consistently and judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year under review.
c) That the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance the assets of
the company and for preventing and detecting fraud and other
irregularities.
d) That the directors had prepared the accounts for the financial year
ended 31st March, 2009 on a going concern basis.
11. AUDITORS:
Messrs Rashmi Shah & Associates, Chartered Accountants, Auditors of the
company, hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for re-appointment. The company has
received certificates from these auditors to the effect that their
re-appointment, if made would be within the prescribed limits under
section 224(1) of the companies Act, 1956.
12. APPRECIATION:
Your directors place on the record their appreciation of the invaluable
contribution made by our employees which made it possible for the
company to achieve these results. They would also like to take this
opportunity to thank the esteemed shareholders, the customers, the
suppliers and the bankers for their valued support.
ON BEHALF OF THE BOARD OF DIRECTORS
Sd-
DIRECTORS
PLACE: MUMBAI
DATE: 18th JULY, 2009.