Mar 31, 2015
The Directors have pleasure in presenting herewith 29th Annual Report
together with the Financial Statement of the Company for the financial
year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS:
The financial figures for the year under review are given below:
(Amount in Rs.)
Particulars 2014-15 2013-14
Income from operation
and other Income 2,31,52,091 2,70,33,116
Profit before Depreciation &
Amortization Expenses,
Finance Cost and Tax 29,88,689 19,00,428
Less: Depreciation 11,23,475 4,03,433
Finance Cost 10,77,927 9,41,500
Profit (Loss) before Tax 7,87,287 5,55,495
Less: Current tax 7,86,859 2,09,487
Deferred Tax (2,76,378) -
Profit/(Loss) After Tax 2,76,806 3,46,008
Add: Balance brought forward
from previous year 3,89,77,856 3,86,31,848
Balance carried to Balance Sheet 3,92,54,662 3,89,77,856
OPERATIONS:
During the year under review, the Company could achieve income of Rs.
231.52 Lacs during the year as compared to Rs. 270.33 Lacs during the
previous year. The Profit before tax was Rs. 7.87 Lacs during the year
as compared to Profit before tax of Rs. 5.55 Lacs in the previous year.
Net profit after tax of the Company is Rs. 2.76 Lacs during the year as
compared to Profit of Rs 3.46 Lacs in the previous year.
DIVIDEND:
In view to conserve the resources for the future business requirements,
your Directors do not recommend any payment of dividend for the year
ended 31st March, 2015.
SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital of your Company as on 31st March, 2015
is Rs. 90,211,880/- (Rupees Nine Crores Two Lakhs Eleven Thousand Eight
Hundred Eighty only) divided into 85,21,188 Equity shares of Rs. 10/-
(Rupee Ten) each and 50,000 0% Redeemable Preference Shares of Rs.
100/- (Rupees Hundred) each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies ( Management and Administration) Rules, 2014
and the Articles of Association of the Company, Mr. Ketan Babulal Shah,
Non-Executive Non Independent Director of the Company is liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. Your Board recommends his
re-appointment.
Further, the Board of Directors of the Company appointed Mrs.
Sanjeevlata Samdani as an Additional (Independent) Director of the
Company for a period of five years w.e.f. 31st March, 2015 up to 30th
March, 2020 subject to approval of shareholders at the ensuing Annual
General Meeting. The Company has received a notice along with requisite
deposit from a member of the Company under Section 160 of the Companies
Act, 2013 proposing her candidature for the office of Director of the
Company.
Further the Board of Directors appointed Mr. Tushar Shah as Managing
Director of the Company for a further period of five years w.e.f 1st
July, 2015 till 30th June, 2020, subject to approval of Members at the
ensuing Annual General Meeting.
Your Board recommends the above appointment /re-appointment.
Mr. Nilesh Dharia, Independent Director resigned from the directorship
of the Company w.e.f. 31st March, 2015. The Board expresses its
appreciation to Mr. Nilesh Dharia for his valuable guidance as Director
of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement entered
with the Stock Exchange.
As stipulated under Clause 49 of the Listing Agreement, brief resume of
the Directors proposed to be appointed/re- appointed are given in the
Notice convening 29th Annual General Meeting of the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Mr. Chandrakant Lodaya was appointed as Chief Financial Officer (CFO)
of the Company w.e.f. 31st March, 2015.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as
Annexure I.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategies apart from other business. A tentative
annual calendar of the Board and Committee Meetings is informed to the
Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a
special and urgent business need, the Board's approval is taken by
passing resolutions through circulation, as permitted by law, which are
confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the
Directors of the Company. Usually, meetings of the Board are held in
Mumbai, Maharashtra. The agenda of the Board / Committee meetings is
circulated 7 days prior to the date of the meeting. The agenda for the
Board and Committee meetings includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take an informed
decision.
The Board met five times during the year the details of which are given
in the Report on Corporate Governance. The intervening gap between the
two consecutive meetings was within the period prescribed under the
Companies Act, 2013.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect to auditing and accounting
matters. It also supervises the Company's internal control and
financial reporting process.
As on 31st March, 2015, the Audit Committee comprised of Mrs.
Sanjeevlata Samdani, Mr. Vinod Bapna, Independent Directors and Mr.
Tushar Shah Managing Director of the Company.
Mrs. Sanjeevlata Samdani is the Chairman of Audit Committee of the
Company.
SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has a wholly owned subsidiary company named "KBS Capital
Management (Singapore) Pte. Ltd.", Singapore which is engaged in the
consultancy services. The Company does not have any Associate Company.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial
statement of subsidiary in Form AOC 1 is annexed as Annexure II.
EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:
The Company has taken approval from the Registrar of Companies,
Maharashtra, Mumbai, vide letter dated 22nd September, 2015 and has
extended the period of holding the Annual General Meeting of the
Company for the financial year ended 31st March, 2015 by three months
i.e. up to a period of 31st December, 2015 for availing the time for
preparation of the Financial Statements of the Company.
LISTING:
The Equity shares of the Company continue to be listed at the BSE
Limited (BSE). The Company is in process of payment of listing fees to
the said stock exchanges for the financial year 2015-16.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors, to the best of their knowledge and belief and according
to the information and explanations obtained by them and as required
under Section 134(3)(c) of the Companies Act, 2013 state that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures,
b. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis;
e. the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management Personnel and determination of salary of the
Directors, Senior Management Personnel and any other employees of the
Company. The Remuneration Policy is stated in the Report on Corporate
Governance.
RISKS AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy
covering the risk exposure, potential impact and risk mitigation
process. A detailed exercise is being carried out to identify,
evaluate, manage and monitoring of both business and non-business risk.
The Board periodically reviews the risks and suggests steps to be taken
to control and mitigate the same through a properly defined framework.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 :
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis. No Material Related
Party Transactions were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not
applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
The details of loans, guarantee or investment made by your Company
under Section 186 of the Companies Act, 2013 during the financial year
2014-15 are given under Notes to Accounts of financial statements.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has adopted a Policy for evaluation of
the performance of the Directors, Key Managerial Personnel and Senior
Management Personnel. Based on the consideration of various
parameters, gathered from all Directors, the performance of the Board
and individual Directors is evaluated. Besides, the Board has also
developed a system to evaluate the performances of each of executive
and non-executive and Independent Directors. Such questions are
prepared considering the business of the Company and the expectations
that the Board have from each of the Directors and the value addition
provided by them.
The Policy, inter alia, provides the criteria for performance
evaluation of Directors consisting of;
i. Attendance of the directors at the Meetings and the quality of
contribution at Board and it's Committee/s meetings;
ii. Participation of such director in the company's business and
attribution to the strategic plans of the Management;
iii. Relationship with other Board members and other officials of the
Senior Management;
iv. Sharing of knowledge and experience for the benefit of the
Company.
During the year under review, a separate meeting of the Independent
Directors was held for evaluation of performance of non-independent
directors, performance of the Board as a whole and performance of the
Chairman.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There was no order passed by any regulator or court or tribunal, which
impacts the going concern status of the Company or will have bearing on
Company's operations in future.
WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The mechanism also
provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in the exceptional cases. The
details of the Vigil Mechanism Policy is explained in the Report on
Corporate Governance and also posted on the website of the Company. We
affirm that during the financial year 2014-15, no employee or director
was denied access to the Audit Committee.
INTERNAL AUDIT:
The Company has appointed M/s. R. R. Shah & Co., Chartered Accountants,
Mumbai, as its Internal Auditors.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Secretarial Audit Report received from M/s. Manish Ghia &
Associates, Practicing Company Secretaries, Mumbai is appended as
Annexure  III and forms part of this report.
SECRETARIAL AUDITOR'S REPORT :
In respect of the Secretarial Auditors' remarks in their report, the
Company would like to state as under: A. In respect of Compliance under
the Companies Act, 2013 and the as rules made there under.
a. In respect of resolutions passed by the board of directors in
exercise of their powers under section 179 of the Act in the meeting
held on 31st March, 2015 for the appointments of Chief Financial
Officer, Internal Auditor and Secretarial Auditor, the company is yet
to file MGT-14; the said form is to be filed within 30 days with normal
fee or within a further period of 270 days with additional fee, and
accordingly the company can file this form on or before 25th January,
2016 with requisite additional fee;
The Company is in process of filing the same.
b. The company did not provide to its members the facility of voting
through electronic means (e-voting) in respect of resolutions to be
passed at the Annual General Meeting held on 30th December 2014;
further in respect of the resolutions moved at the said Annual General
Meeting the assent of the members present was ascertained through show
of hands;
The above non compliance was unintentional and due to oversight.
c. the company does not have a Company Secretary as required under
section 203 of the Act; further the appointment of Chief Financial
Officer was made only on 31.03.2015;
The Company is in process of appointing Whole  Time Company Secretary.
d. the appointment of Internal Auditors has been made only on
31.03.2015;
The Company was in the process of recruiting and appointing suitable
Internal Auditor to meet the requirements and on completion of the
appropriate process, the Internal Auditor was appointed in the month of
March, 2015.
e. the company has extended loan to a wholly-owned subsidiary on which
the interest payable is lower than the stipulated rate under section
186(7) and also there are no stipulation as to its repayment;
Due to oversight the interest rate was lower and the Company has
subsequently taken steps to rectify the same together with finalization
of other related terms of repayment.
f. the company has not properly updated its website with the mandatory
disclosures; The Company is in process of updating of the same.
B. In respect of Compliances following under Listing Agreement, the
Company:
g. has made payment of annual Listing Fee for the year 2014-15 only on
30.09.2015; Due to unforeseen financial crunch, payment could not be
made on time.
h. has not informed the stock exchange of the appointment of Chief
Financial Officer;
The above non-compliance was missed out inadvertently. i. has not
paid annual charges for the year 2014-15 to the Depositories;
The Company is in process of making payment of the same.
j. has not given prior intimation of the meeting of board of directors
convened on 14.11.2014 for the approval of consolidated financials for
the year ended 31.03.2014 and also did not publish the same in the
newspapers as required under clause 41;
The above non compliance was unintentional and due to oversight.
k. has not submitted the annual consolidated financial results for the
year ended 31.03.2014 which was to be submitted latest by 30th May,
2014 and the same have not been published in the newspapers;
The above non compliance was unintentional and due to oversight.
l. the details of inter corporate loans have not been disclosed in the
company's annual report for the year ended 31st March, 2014 as required
under clause 32;
The above non compliance was unintentional and due to oversight.
m. has not uploaded the mandatory details/disclosures in the website.
The Company is in process of updating of the same.
INTERNAL FINANCIAL CONTROL:
The Audit Committee evaluates the efficacy and adequacy of financial
control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and
strives to maintain the Standard in Internal Financial Control.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
stock exchanges, the following have been made a part of the Annual
Report and are attached to this report:
- Management Discussion and Analysis Report;
- Report on Corporate Governance;
- Auditors' Certificate regarding compliance of conditions of Corporate
Governance.
COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees. There are currently three
Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
PARTICULARS OF REMUNERATION:
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, details of the ratio of remuneration of each Director to
the median employee's remuneration are appended to this report as
Annexure IV.
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of
Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
AUDITORS:
M/s. Gopal Rao & Associates., Chartered Accountants, the Statutory
Auditors of your Company hold office as such upto the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a letter from them to the effect that they are
willing to continue as Statutory Auditors and if re-appointed, their
re-appointment would be within the limits prescribed under Section 139
of the Companies Act, 2013 and they are not disqualified from being
appointed as Auditor.
Your Directors recommend the re-appointment of M/s. Gopal Rao &
Associates., Chartered Accountants, as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of next Annual General Meeting of
the Company and to audit financial statements for the financial year
2015-16.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
adopted a Policy on prevention, prohibition and Redressal of sexual
harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under. There was no complaint
on sexual harassment during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As the Company is not engaged in any manufacturing activity, the
question of conservation of energy and technology absorption does not
arise. However, your Company took many initiatives to reduce the
electricity consumption.
Foreign Exchange Inflow / Outgo: (Amount in Rs.)
Particulars 2014-15 2013-14
Foreign Exchange earned Rs. 43,13,014 Rs. 41,41,431
Foreign Exchange used NIL NIL
ACKNOWLEDGEMENT:
Your Directors express their gratitude for assistance and co-operation
received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Director
Place: Mumbai Tushar Shah
Date: 27th November 2015 Chairman & Managing Director
Mar 31, 2014
The Members of
KBS India Limited
The Directors have pleasure in presenting herewith 28th Annual Reports
together with the Financial Statement of the Company for the financial
year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
The financial figures for the year under review are given below:
(Amount in Rs.)
Particulars 2013-2014 2012-2013
Income from operation and other Income 2,70,33,116 1,72,07,070
Profit before Depreciation &
Amortization Expenses, 2,51,32,688 26,27,499
Finance Cost and Tax
Less: Depreciation 4,03,433 4,50,519
Finance Cost 9,41,500 7,23,742
Profit (Loss) before Tax 5,55,495 14,53,238
Less: Current tax 2,09,487 4,13,139
Deferred Tax - -
Profit/(Loss) After Tax 3,46,008 10,40,099
Add: Balance brought forward from
previous year 3,86,31,848 3,75,91,749
Balance carried to Balance Sheet 3,89,77,856 3,86,31,848
OPERATIONS:
During the year under review, the Company could achieve a turnover of
Rs. 270.33 Lacs during the year as compared to Rs. 172.07 Lacs during
the previous year. The Profit before tax was Rs. 5.55 Lacs during the
year as compared to Profit before tax of Rs. 14.53 Lacs in the previous
year. Net profit after tax of the Company is Rs. 3.46 Lacs during the
year as compared to Profit of Rs 10.40 Lacs in the previous year.
DIVIDEND:
In view to conserve the resources for the future business requirements,
your Directors do not recommend any payment of dividend for the year
ended 31st March, 2014.
DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies ( Management and Administration) Rules, 2014
and the Articles of Association of the Company, Mr. Tushar Shah,
Chairman & Managing Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. Your Board recommends his
re-appointment.
In terms of the provisions of Section 149 and 152 of the Companies Act,
2013 read with Companies (Management and Administration) Rules, 2014
which became effective from 1st April, 2014, an Independent Director of
a Company can be appointed for a term of 5 consecutive years and shall
not be liable to retire by rotation. To comply with these provisions,
it is proposed to appoint Mr. Nilesh Dharia and Mr. Vinod Kumar Bafna
as Independent Directors of the Company to hold office as such upto
31st March, 2019 who shall not be liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement entered with
the Stock Exchange. Your Board recommends for their appointment as
Independent Directors of the Company in terms of the provisions of the
Companies Act, 2013
Brief resume of the Director proposed to be re-appointed as stipulated
under Clause 49 of the Listing Agreement entered into with BSE Limited
are given in the notice convening the 28th Annual General Meeting of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Board of Directors of your Company confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have
been made from the same.
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are responsible 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 31st March, 2014 and the
profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities; and
(iv) they have prepared the annual accounts on a "Going Concern" basis.
AUDITORS:
M/s. Gopal Rao & Associates, Chartered Accountants, Mumbai (having FRN:
127055W), the Statutory Auditors of your Company hold such office upto
the conclusion of ensuing Annual General Meeting and are eligible for
re-appointment. The Company has received a letter from them to the
effect that they are willing to continue as Statutory Auditors and if
re-appointed, their re-appointment would be within the limits
prescribed under Section 139 of the Companies Act, 2013.
Your Directors recommend the re-appointment of M/s Gopal Rao &
Associates, Chartered Accountants, Mumbai as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of next Annual General Meeting of
the Company and to audit financial statements for the financial year
2014- 15.
PUBLIC DEPOSITS:
During the year under review, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 58A
and 58AA of the Companies Act, 1956 and rules made thereunder.
CORPORATE GOVERNANCE:
Pursuant to the requirements of Clause 49 of the Listing Agreement
entered into with the Stock Exchange, the following have been made a
part of the Annual Report and are attached to this report.
- Corporate Governance Report.
- Certificate of Practicing Company Secretary regarding compliance of
conditions of Corporate Governance.
- Management Discussion and Analysis Report.
SUBSIDIARY COMPANY:
The Company has a wholly owned subsidiary company named "KBS Capital
Management (Singapore) Pte. Ltd.", Singapore which is engaged in the
consultancy services.
The Ministry of Corporate Affairs vide its General Circular No: 2/2011
dated 8th February, 2011 have granted general exemption from attaching
the Balance Sheets of subsidiary companies with the holding company''s
Balance Sheet, if the holding company presents in its Annual Report the
Consolidated Financial Statements duly audited by its Statutory
Auditors. The Company is publishing consolidated financial statements
in the Annual Report, hence the Balance Sheet of subsidiary Company is
not attached with the Company''s Balance Sheet. A statement containing
brief financial details of the Company''s subsidiary for the year ended
31st March, 2014 is given in Annexure attached to this Report.
Further, the Annual Accounts of the above referred subsidiary company
shall be made available to the shareholders of the Company and of the
subsidiary company on request and will also be kept open for inspection
at the Registered Office of the Company and of the subsidiary company
during the office hours on all working days and during the Annual
General Meeting. The Consolidated Financial Statements presented by the
Company include Financial Results of its subsidiary company are
prepared in strict compliance with applicable Accounting Standards.
EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:
The Company has taken approval from the Registrar of Companies,
Maharashtra, Mumbai, vide its order dated 29th September, 2014 for
holding the 28th Annual General Meeting of the Company for the
financial year ended 31st March, 2014 by three months i.e. up to 30th
December, 2014 for preparing Consolidated Financial Statements of the
Company.
PARTICULARS OF EMPLOYEES:
During the year under review, no employee was in receipt of
remuneration exceeding the limits prescribed under the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended. Hence, your
directors have nothing to report in this regard.
INFORMATION UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an internal Complaint Committee under
Section 4 of the Sexual Harassment of Women Act Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year, no complaint
was filed before the said Committee.
PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE
In view of the nature of business activities of the Company, your
directors have nothing to report regarding particulars with respect to
Conservation of Energy pursuant to the 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; however,
the Company makes its best efforts for Conservation of Energy.
The Company has not carried out any specific Research and Development
activities. The information related to Technology Absorption, Adoption
and Innovation is reported to be Nil.
During the year under review the Company had no transactions involving
Foreign Exchange; hence Foreign Exchange Earnings and Outgo are
reported to be Nil.
ACKNOWLEDGEMENT
Your Directors express their gratitude for assistance and co-operation
received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Director
Place: Mumbai Tushar Shah
Date: 14.11.2014 Chairman & Managing Director
Mar 31, 2013
To, The Members of KBS India Limited
The Directors have pleasure in presenting herewith 27th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS:
The financial figures for the year under review are given below:
(Amount in Rs.)
Particulars 2012-2013 2011-2012
Income from operation
and other Income 1,72,07,070 1,89,19,093
Profit before Depreciation &
Amortization Expenses,
Finance Cost and Tax 26,27,499 24,54,540
Less: Depreciation 4,50,519 5,15,288
Finance Cost 7,23,742 1,02,846
Profit (Loss) before Tax 14,53,238 18,36,406
Less: Current tax 4,13,139 2,75,460
Deferred Tax
Profit/(Loss) After Tax 10,40,099 15,60,946
Add: Balance brought forward
from previous year 3,75,91,749 3,60,30,803
Balance carried to Balance Sheet 3,86,31,848 3,75,91,749
OPERATIONS:
During the year under review, the Company could achieved a turnover of
Rs. 172.07 Lacs during the year as compared to Rs. 189.19 Lacs during the
previous year. The Profit before tax was Rs. 14.53 Lacs during the year
as compared to Profit before tax of Rs. 18.36 Lacs in the previous year.
Net profit after tax of the Company is Rs. 10.40 Lacs during the year as
compared to Profit of Rs. 15.61 Lacs in the previous year.
DIVIDEND:
In view to conserve the resources for the future business requirements,
your Directors do not recommend any payment of dividend for the year
ended 31st March, 2013.
DIRECTORS:
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of the Company, Mr. Vinod Kumar
Bapna is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. Your
Board recommends his re-appointment.
Brief resume of the Director proposed to be re-appointed as stipulated
under Clause 49 of the Listing Agreement entered into with BSE Limited
are given in the notice convening the 27th Annual General Meeting of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In Compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Directors of your Company confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have
been made from the same;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are responsible 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 31st March, 2013 and the
Profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities; and
(iv) they have prepared the Annual Aaccounts on a ''Going Concern"
basis.
AUDITORS:
M/s. Gopal Rao & Associates, Chartered Accountants, Mumbai (having FRN:
127055W), the Statutory Auditors of your Company hold such office upto
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that they are willing to continue as Statutory Auditors and that
their re-appointment, if made, would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956.
Your Directors recommend the re-appointment of M/s. Gopal Rao &
Associates, Chartered Accountants, Mumbai as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of next Annual General Meeting of
the Company.
AUDITORS'' REMARK:
The remarks in the Auditors'' Report are self-explanatory.
PUBLIC DEPOSITS:
During the year under review, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 58A
and 58AA of the Companies Act, 1956 and rules made thereunder.
CORPORATE GOVERNANCE:
Pursuant to the requirements of Clause 49 of the Listing Agreement
entered into with the Stock Exchange, the following have been made a
part of the Annual Report and are attached to this report.
- Corporate Governance Report
- Certificate of Practicing Company Secretary regarding compliance of
conditions of Corporate Governance
- Management Discussion and Analysis Report
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS :
The Company has a wholly owned subsidiary Company named ''KBS Capital
Management (Singapore) Pte. Ltd.", Singapore which is engaged in the
consultancy services.
The Ministry of Corporate Affairs vide its General Circular No: 2/2011
dated 8th February, 2011 have granted general exemption from attaching
the Balance Sheets of subsidiary companies with the holding Company''s
Balance Sheet, if the holding Company presents in its Annual Report the
Consolidated Financial Statements duly audited by its Statutory
Auditors. The Company is publishing Consolidated Financial Statements
in the Annual Report, hence the Balance Sheet of subsidiary Company is
not attached with the Company''s Balance Sheet. A statement containing
brief financial details of the Company''s subsidiary for the year ended
31st March, 2013 is given in Annexure attached to this Report.
Further, the Annual Accounts of the above referred subsidiary Company
shall be made available to the shareholders of the Company and of the
subsidiary Company on request and will also be kept open for inspection
at the Registered Office of the Company and of the subsidiary Company
during the office hours on all working days and during the Annual
General Meeting.
PERSONNEL:
During the year under review, no employee was in receipt of
remuneration exceeding the limits prescribed under the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended. Hence, your
directors have nothing to report in this regard.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE:
Considering the nature of business activities of the Company, your
directors have nothing to report regarding particulars with respect to
Conservation of Energy pursuant to the 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; however,
the Company makes its best efforts for Conservation of Energy.
The Company has not carried out any specific Research and Development
activities.The information related to Technology Absorption, Adoption
and Innovation is reported to be Nil.
During the year under review the Company had no transactions involving
Foreign Exchange; hence Foreign Exchange Earnings and Outgo are
reported to be Nil.
ACKNOWLEDGMENTS:
Your Directors express their gratitude for assistance and co-operation
received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Directors
Place : Mumbai Tushar Shah
Date : 2nd
September, 2013 Chairman & Managing Director
Mar 31, 2011
To The Members of KBS India Limited
The Directors have pleasure in presenting herewith 25th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March 2011.
FINANCIAL HIGHLIGHTS:
The financial figures for the year under review are given below:
(Amount in Rs.)
Particulars 2010-2011 2009-2010
Income from operation and other Income 1,35,69,647 82,68,627
Less: Expenses excluding Depreciation 1,16,97,884 49,17,588
Profit (Loss) before Depreciation & Tax 18,71,763 33,51,039
Less: Depreciation 5,89,756 6,65,203
Profit (Loss) before Tax 12,82,007 26,85,836
Less: Current tax 1,76,472 2,15,345
Deferred Tax
Profit/(Loss)After Tax 11,05,535 24,70,491
Add: Balance brought forward from
Previous Year 3,28,12,797 3,03,42,306
Balance carried to Balance Sheet 3,39,18,331 3,28,12,797
OPERATIONS:
Your Directors are pleased to inform you that the Company has achieved
a turnover of Rs.135.69 Lacs during the year as compared to Rs.82.68
Lacs during the previous year. The Profit before tax achieved to Rs.
12.82 Lacs during the year as compared to Profit before tax of Rs.
26.85 Lacs in the previous year. After considering the provision for
taxation of Rs.1.76 Lacs, your Company has achieved a net profit of
Rs.11.05 Lacs during the year as compared to Profit of Rs.24.70 Lacs
in the previous year.
DIVIDEND:
In view to conserve the resources for the future business requirement,
your Directors do not recommend any payment of dividend for the year
ended 31st March 2011.
DIRECTORS:
In accordance with the provisions of Articles of Association of the
Company, Mr. Ketan Shah and Mr. Ghanshyam Karkera, Directors of the
Company are liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment and
your Board recommends their re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In Compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Directors of your Company confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same.
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are responsible 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 31st March 2011 and the
Profit of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
AUDITORS:
M/s Gopal Rao & Associates, Chartered Accountants Mumbai will retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the limit
prescribed under Section 224(1 B) of the Companies Act, 1956.
Your Directors recommend their re-appointment as Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting to the conclusion of next Annual General Meeting of the
Company.
PUBLIC DEPOSIT:
The Company has not accepted any deposits from the public under
provisions of Section 58Aof the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules 1975 during the year under review.
CORPORATE GOVERNANCE:
Pursuant to the requirements of Clause 49 of the Listing Agreement
entered into with the stock exchange, the following have been made a
part of the annual report and are attached to this report.
- Corporate Governance Report.
- Certificate of Practicing Company Secretary regarding compliance of
conditions of Corporate Governance.
- Management Discussion and Analysis.
CHANGE IN SHARE CAPITAL OF THE COMPANY:
During the financial year, the paid up capital of the Company was
increased as follows:
1. The Company issued and allotted 18,00,000 Warrants on 31st
December, 2009 convertible into even number of Equity shares at an
issue price of Rs.25.16 (including premium of Rs.15.16) on
preferential basis. The Preferential Allotment was made in accordance
with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements)
Regulations, 2009. On 29th October, 2010, the Company allotted
18,00,000 Equity shares of Rs.10/- each upon conversion of warrants
issued on preferential basis.
2. Issued 25,00,000 Equity shares of Rs.10/- each underlying
12,50,000 Global Depository Receipts (GDRs) at an offer price of US$
1.95 per GDR equivalent to Rs.44.35 per share (including premium of
Rs.34.35 per share). Each GDR represents two underlying equity shares
of Rs.10/- each.
Based on the above changes, the issued, subscribed & paid up Capital of
the Company has increased to Rs.90,211,880/- divided into 9,021,188
Equity shares of Rs.10/-each.
EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:
The Company has taken the approval from the Registrar of Companies,
Maharashtra, Mumbai, vide letter dated 15th September, 2011 and has
extended the period of holding the Annual General Meeting of the
Company for the financial year ended 31st March 2011 by three months
i.e. up to a period of 26th December 2011 for availing the time for
preparation of the Consolidated Financial Statements of the Company.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly owned subsidiary company named
"KBS Capital Management (Singapore) Pvt. Ltd.," Singapore on 4th
April, 2010. The company which is engaged in the business of
consultancy services.
CONSOLIDATED FINANCIAL STATEMENT OF SUBSIDIARY COMPANY:
The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011
No. 51/12/2007-CL-lll dated 8th February 2011 read with General
Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has
granted a general exemption from attaching the Balance Sheet of
subsidiary company with holding company's Balance Sheet, if the holding
company presents in its Annual Report the Consolidated Financial
Statements duly audited by its Statutory Auditors. Accordingly, the
Company is publishing consolidated financial statements in the Annual
Report and the Company is not attaching the Balance Sheet of the
subsidiary company. Further, as required under the said circular, a
statement of financial information of the subsidiary company "KBS
Capital Management (Singapore) Pvt. Ltd." is given in Annexure attached
to this report. The Annual Accounts of the subsidiary company will be
made available to the shareholders on request and will also be kept for
inspection at the Registered Office of the Company and of the
Subsidiary Company during the Office hours on all working days.
CHANGE OF NAME:
The name of the Company has been changed from KBS Capital Management
Limited to KBS India Limited vide a Special Resolution passed by the
members of the Company in the Extra-Ordinary General Meeting held on
24th December 2010. The Fresh Certificate of Incorporation consequent
upon change in the name of the Company is issued by the Registrar of
Companies, Maharashtra, Mumbai on 11th January 2011.
PERSONNEL:
The employer employee relation remained cordial throughout the year.
The Board places on record its sincere appreciation for the valuable
contribution made by employees across all levels of the organisation.
The information related to employee in accordance with the provision of
Section 217 (2A) of the Companies Act, 1956 is reported to be nil.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE
Considering the nature of business activities of the Company, your
directors have nothing to report regarding particulars with respect to
conservation of energy pursuant to the 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; however,
the Company makes its best efforts for conservation of energy.
The Company has not carried out any specific research and development
activities. The information related to Technology absorption, adoption
and innovation is reported to be Nil.
During the year under review the Company had no transactions involving
foreign exchange; hence foreign exchange earnings and outgo are
reported to be Nil.
ACKNOWLEDGEMENTS
Your Directors' express their gratitude for assistance and co-operation
received from the Financial Institutions. Banks, Government
Authorities,- Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Director
Tushar Shah
Chairman & Managing Director
Place: Mumbai
Date : 1st November, 2011
Mar 31, 2010
The Directors have pleasure in presenting herewith 24th Annual Reports
together with the Audited Accounts of the Company forthe financial year
ended 31 st March 2010.
FINANCIAL HIGHLIGHTS
The financial figures for the year under review are given below:
(Amount in Rs.)
Particulars 2009-2010 2008-2009
Income from operation and other Income 82,68,627 77,75,774
Profit (Loss) before Depreciation & Tax 33,51,039 (1,93,704)
Less: Depreciation 6,65,203 7,60,901
Profit (Loss) before Tax 26,85,836 (9,54,605)
Less: Current tax 2,15,345 1,31,591
Deferred Tax
Fringe Benefits Tax - 76,196
Profit/(Loss) After Tax 24,70,491 (11,62,392)
Add: Balance brought fotward from
Previous Year 3,03,42,306 3,15,04,698
Balance carried to Balance Sheet 3,28,12,797 3,03,42,306
OPERATIONS
Your directors are pleased to inform you that the Company has earned a
income of Rs. 82.68 Lacs during the year as compared to Rs.77.75 Lacs
during the previous year. The Profit before tax has been to Rs. 26.85
Lacs during the year as compared to loss before tax of Rs. 9.54 Lacs in
the previous year. After considering the provision for taxation of Rs.
2.15 Lacs, your Company has achieved a net profit of Rs. 24.70 Lacs
during the year as compared to loss of Rs. 11.63 Lacs in the previous
year.
DIVIDEND
To conserve resources, your Directors do not recommend any payment of
dividend forthe year ended 31st March 2010.
ISSUE OF GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Company has issued and allotted 1250000 Global Depository Receipts
(GDRs) underlying 2500000 equity shares of Rs.10/- each on 19th May
2010. Each GDR represents two underlying equity shares of Rs. 10/- each
and issued at an offer price of US$ 1.95 per GDR equivalent to Rs.
44.35 per share (including premium of Rs. 34.35 per share). The said
GDRs are listed on Luxembourg Stock Exchange, Luxembourg.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public hence
provisions of Section 58Aof the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules 1975 are not applicable to the Company.
DIRECTORS
In accordance with Articles of Association of the Company, Mr. Nilesh
Dharia and Mr. Vinod Kumar Bapna, Directors of the Company retire by
rotation and being eligible offers themselves for re-appointment.
Mr. Tushar Shah was re-appointed as Managing Directorof the Companyfora
period of 5yearwe.f. 1s,July 2010.
AUDITORS
M/s Gopal Rao & Associates, Chartered Accountants, Mumbai will retire
at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a letterfrom them
to the effect that their appointment, if made, would be within the
limit prescribed under Section 224(1 B) of the Companies Act, 1956.
Your Directors recommend their re-appointment as Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting to the next Annual General Meeting of the Company.
DIRECTORSRESPONSIBILITY STATEMENT
In Compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Directors of your Company confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are responsible 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 31st,March 2010 and the
profit of the Companyforthat period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to the requirements of Clause 49 of the Listing Agreement
entered into with the stock exchange, the following have been made a
part of the annual report and are attached to this report.
- Corporate Governance Report.
- Certificate of Practicing Company Secretary regarding compliance of
conditions of Corporate Governance.
- Management Discussion and Analysis.
AUDITORSREPORT
In respect of remark made by the Auditors in their report that the
Company has not paid the necessary fees/stamp duty to the Registrar of
Companies to the extent of the increase in Authorized Share Capital of
the Company from Rs. 7 Crore to Rs. 14 Crore, your Directors would like
to state that the Company is in process of filing necessary e-Form 5
with the Registrar of Companies and making paymentof additional fees
and stampdutyasapplicable.
PERSONNEL
The employer- employee relation remained cordial throughout the year.
The Board places on record its sincere appreciation for the valuable
contribution made by employees across all levels of the organization.
The information related to employee in accordance with the provision of
Section 217 (2A) of the Companies Act, 1956 is reported to be Nil.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE
Considering the nature of business activities of the Company, your
directors have nothing to report regarding particulars with respect to
conservation of energy pursuant to the 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; however,
the Company makes its best efforts for conservation of energy.
The Company has not carried out any specific research and development
activities. The information related to Technology absorption, adoption
and innovation is reported to be Nil.
During the year under review, the Company had no transactions involving
foreign exchange, hence foreign exchange earnings and outgo are
reported to be Nil.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the provisions of Section 383A of the Companies Act, 1956,
the Company has received Secretarial Compliance Certificate from M/s.
Manish Ghia & Associates, Practising Company Secretary, Mumbai and
attached to this report.
ACKNOWLEDGEMENTS
Your Directors express their gratitude for assistance and co-operation
received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Directors
Place: Mumbai TusharShah
Date : 29.05.2010 Chairman & Managing Director
Mar 31, 2009
The Directors have pleasure in presenting herewith 23rd Annual Reports
together with the Audited Accounts of the Company for the financial
year ended 31st March 2009.
FINANCIAL HIGHLIGHTS:
The financial figures forthe year under review are given below: (Amount
in Rs.)
Particulars 2008-2009 2007-2008
Income from operation and other Income 77,75,774 3,90,81,920
Profit (Loss) before Depreciation & Tax (1,93,704) 2,11,58,835
Less: Depreciation 7,60,901 8,61,061
Profit (Loss) before Tax (9,54,605) 2,02,97,774
Less: Current tax 1,31,591 33,47,000
Deferred Tax -- --
Fringe Benefits Tax 76,196 45,321
Profit/(Loss) After Tax (11,62,392) 1,69,05,453
Add: Balance brought forward from
Previous Year 3,15,04,698 1,45,99,245
Balance carried to Balance Sheet 3,03,42,306 3,15,04,698
OPERATIONS:
Due to worldwide economic recession and thin trading volumes on the
stock exchanges, your Company could have a turnover of Rs. 77.76 Lacs
during the year as compared to Rs. 390.82 Lacs during the previous
year. The Loss before tax has been to Rs. 9.55 Lacs during the year as
compared to profits of Rs. 202.98 Lacs in the previous year. After
considering the provision for taxation of Rs. 2.08 Lacs, your Company
has suffered a net loss of Rs. 11.63 Lacs during the year as compared
to profits of Rs. 169.05 Lacs in the previous year.
DIVIDEND:
Due to loss during the year, your Directors do not recommend any
payment of dividend for the year ended 31 st March 2009.
PUBLIC DEPOSIT:
The Company has not accepted any deposits from the public hence
provisions of Section 58Aof the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules 1975 are not applicable to the Company.
DIRECTORS:
In accordance with Articles of Association of the Company, Mrs. Madhu
Shah and Mr. Tushar Shah, directors of the Company retire by rotation
and being eligible offers themselves for re-appointment.
AUDITORS:
M/s Gopal Rao & Associates, Chartered Accountants Mumbai will retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment,
ifmade,wouldbewithinthelimitprescribedunderSection224(1B)oftheCompaniesAct,
1956.
Your Directors recommend their re-appointment as Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting to the next Annual General Meeting of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In Compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Directors of your Company confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same. (ii) They have selected such accounting
policies and applied them consistently and made judgments and estimates
that are responsible 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
31st March 2009 and the Profit of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
CORPORATE GOVERNANCE:
Pursuant to the requirements of Clause 49 of the Listing Agreement
entered into with the stock exchange, the following have been made a
part of the annual report and are attached to this report.
Corporate Governance Report.
Certificate of Practicing Company Secretary regarding compliance of
conditions of Corporate Governance.
Management Discussion and Analysis.
PERSONNEL:
The employer employee relation remained cordial throughout the year.
The Board places on record its sincere appreciation for the valuable
contribution made by employees across all levels of the organisation.
The information related to employee in accordance with the provision of
Section 217 (2A) of the Companies Act, 1956 is reported to be Nil.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE
Considering the nature of business activities of the Company, your
directors have nothing to report regarding particulars with respect to
conservation of energy pursuant to the 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; however,
the Company makes its best efforts for conservation of energy.
The Company has not carried out any specific research and development
activities. The information related to Technology absorption, adoption
and innovation is reported to be Nil.
During the year under review the Company had no transactions involving
foreign exchange, hence foreign exchange earnings and outgo are
reported to be Nil.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the provisions of Section 383A of the Companies Act, 1956,
the Company has received Secretarial Compliance Certificate from M/s.
Manish Ghia & Associates, Practising Company Secretary, Mumbai and
attached to this report.
ACKNOWLEDGEMENTS
Your Directors express their gratitude for assistance and co-operation
received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
Company.
For and on behalf of the Board of Director
Place: Mumbai Tushar Shah
Date: 30th June 2009 Chairman
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