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Directors Report of Kriptol Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Your Company financial performance during the year 2014-15 is summarized below:

(Rs. In AMT.)

Particulars Year Year 2014-2015 2013-2014

TOTAL REVENUE 4592500 621000

TOTAL EXPENDITURE 51119372 518342

Profit Before Tax -46526872 102658

Less: Taxation - -

Profit After Tax~ -46526872 102658

OPERATIONS

The Company performed satisfactorily as compared to last year.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity. REVISION IN FIN. STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE CO. ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

DIVIDEND

Your Directors do not recommend any dividend on equity shares for the year ended March 31,2015.

PUBLIC DEPOSITS

The Company has not invited any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on date, the Company neither has any Subsidiary Company nor any Associate Company and hence, do not call for any disclosure under this head.

AUDITORS

M/s. Motilal & Associates,Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Company has received the Certificate under Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the Auditor.

Your Directors recommend re-appointment M/s. Motilal & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the current financial year and fixation of his remuneration.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Ramesh Chandra Bagdi & Associates,Indore, Company Secretaries in Whole-time practice was appointed to conduct Secretarial Audit for the year ended 31st March, 2015.

M/s Ramesh Chandra Bagdi, Practising Company Secretaries has submitted Report on the Secretarial Audit forms a part of this report as ANNEXURE-A.

AUDITORS' REPORT -STATUTORY AND SECRETARIAL

The Auditors' Report on the financial statement and Secretarial Audit Report for the current year is selfexplanatory, therefore does not require any further explanation.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors of the Company is under process to appoint internal auditors. However, in the opinion of the Board and size of the company, it is not necessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT - 9, as provided under Section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed hereto as ANNEXURE-B with this report and shall form part of the Board's Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors and Committees was held for various purposes which were in compliance with the provisions of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange. Further the details of such meetings of the Board and Committees thereof are mentioned in the Report on Corporate Governance which is annexed as ANNEXURE-C with this Report and shall form part of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board comprises of efficient and able directors who have vast experience in this line of business.. The brief details of all members of Board are annexed to this report as ANNEXURE-C.

The following persons are Key Managerial Personnel of the Company

At the time of appointment, all the disclosures and declarations pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, none of the Directors of the Company is disqualified from being appointed as Director. Further, all intimations pertaining to such appointments made during the year has been given to Stock Exchange where the shares of the Company are listed and also the relevant records are duly updated with the Registrar of Companies, Gwalior M. P., wherever required.

RE-APPOINTMNET OF DIRECTORS BY ROTATION

During the year Vimal S Raval, director of the company retires by rotation and being eligible offers himself for re- appointment. (The details regarding his re-appointment as per Listing Agreement is given in the Notice.

APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND

STATEMENT OF DECLARATIONS BY INDEPENDENT DIRECTOR

The Company, as on 31st March, 2015, has following Independent Directors;

a) Bhavik S Badani , DIN: 03536998

b) Sushama Raval, DIN: 06439487

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013 and the Listing Agreement entered into by the Company with Stock Exchange. Further, all Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years after passing a special resolution by the Company and disclosure of such appointment in the Board's Report. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange, a separate meeting of Independent Directors was held on 14/02/2015

PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the performance of NonIndependent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and NonExecutive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE-C with this report and shall form part of the Board's report.

FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report.

ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, it was found, there were no orders passed regarding the going concern status of the Company. The Company is operating in an efficient manner. In future there will not be any issues relating to the going concern status of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an internal audit system from an outside agency, which ensures that the Company's control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the M.D. has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company, has neither given any Loans nor provided any Guarantees nor made any Investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arm's Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. 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. Further, as there are no such transactions inconsistent with sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.

SN Particulars Disclosure

1. Conservation of Energy and Power The company continued to accord consumption priority to conservation of energy and is continuing its efforts to utilise energy more efficiently.

2. Technology Absorption and The company has not absorbed any Research & Development technology nor any research & development work has been carried out.

3. Foreign Exch. - Earnings Nil Outgo Nil

VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code of Conduct.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

MANAGERIAL REMUNERATION

During the year under review, none of the Directors of your Company were paid any remuneration; therefore, disclosure under Sections 196 and 197 of the Companies Act, 2013 and rules made there under is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

PARTICULARS OF EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked together.

During the year under review, none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* 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 as at 31st March, 2015 and the loss for the year ended on that date;

* The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

* The directors have prepared the annual accounts on a going concern basis:

* The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

* The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute a Corporate Social Responsibility Committee due to non fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

INVESTOR SERVICES

The company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company's HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

* Oversight of risk management performed by the executive management;

* Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

* Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

* Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan.

The Risk management committee was constituted as on 12.02.2015

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed as ANNEXURE-C respectively with this report and shall form part of the Board's report.

A certificate from Statutory Auditors confirming compliance with the conditions of Corporate Governance is also annexed to the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount in the Investor's Education and Protection Fund.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT DIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Company's website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2014-2015.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders resulting in good performance during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and others of the Company.

For and on Behalf of the Board of Directors of KRIPTOL INDUSTRIES LTD.

Sd/- Chairman

Place: AHMEDABAD Date : 29th AUGUST,2015




Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22ND Annual Report together with Audited Financial Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

Financial Results Current Year Previous Year 2013 - 14 2012 - 13

INCOME 621000 439645

EXPENDITURE 518342 409453

PROFIT BEFORE TAX 102658 30192

INCOME TAX NIL 9500

PROFIT AFTER TAX 102658 20692

DIVIDEND :

Due to carried forward losses of the previous years and negligible profit for the year your directors express their inability declare any dividend for the current year.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Necessary measures have been taken to comply with the requirements of the Listing Agreements with the Stock Exchanges where the Company''s Shares are listed. The report on Corporate Governance is included as a part of Directors Report. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith and forming part of the Directors'' Report.

ENVIRONMENT PROTECTION :

Your Company is not engaged in any type of manufacturing activities. It is not generating any type of pollution. Hence the regulations on Pollution control are not applicable to your company.

INSURANCE AND PROTECTION OF ASSETS :

Your Company''s all fixed, movable and tangible assets are properly insured against all available commercial, natural and human hazardous risks from approved insurance companies. During the year under review your Company has not made any insurance claim and no such claims are still pending for settlement / payment.

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act, 1956. The Deposits any accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS :

Vimal Raval , Director of the Company is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

Bhavik S Badani and Smt. Sushma V Raval have been appointed as Ind. Directors of the company for 5 years as per the provisions of New Act,2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirm :

(a) that in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departures from the same;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

(c) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on ''a going concern'' basis.

STATUTORY AUDITORS :

M/s. MOTILAL & ASSOCIATES, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS OBSERVATION :

There are no observations made by Auditors in their report. Notes to the Accounts are itself self explanatory in nature.

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, and hence the information is not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/OUTGO :

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure to this Report.

MATERIAL CHANGES :

There is no material changes that have taken place after the completion of financial year and up to the date of this report which may have substantial effect on business and finances of the company.

LISTING

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange Limited ( BSE). The Company has duly paid the Annual listing fees up to 31st March, 2014 to BSE. Adequate care is being taken to comply almost all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

APPRECIATION :

Your Directors express their gratitude to the continuous support of the Financial Institutions, Banks, Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of Company.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

BY ORDER OF THE BOARD KRIPTOP INDUSTRIES LTD.

Place:-Ahmedabad SD/- Date : - 01/08/2014 (Jitendra Patel) CHAIRMAN


Mar 31, 2010

The Directors are pleased to present the 18th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

(Rs. in Thousands)

Financial Results Current Year Previous Year 2009 - 10 2008 - 09

Sales 15778.244 61598.553

Profit before making provisions for Interest, Depreciation and Taxation

Less :

1. Interest 0.00 16.01

2. Depreciation 0.00 708.561

3. Provision for Taxation 0.00 0.00

4. Fringe Benefit Tax 0.00 0.00

5. Income Tax of earlier Year 87.92 15.95

Profit/loss for the year -18786.714 -8288.627

DIVIDEND :

Due to carried forward losses your directors do not propose any dividends for the current year.

PRESENT OPERATION AND FUTURE PROSPECTS : -

During the year under review the Company has earned a Gross Income of Rs. 72.34 Lacs. Subsequent to the date of Balance Sheet, the registered office of the company has been shifted to 14, Navkar, B/h. Vasna Telephone Exchange, Vasna, Ahmedabad - 380007 w.e.f. 15.05.2010

Subsequent to the date of Balance sheet , the management of the Company has been changed as per the Regulation 12 of the Securities Exchange Board of India and new Directors have taken over w.e.f. 15.05.2010.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Necessary measures have been taken to comply with the requirements of the Listing Agreements with the Stock Exchanges where the Companys Shares are listed. The report on Corporate Governance is included as a part of Directors Report. A report on Corporate Governance as slated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith and forming part of the Directors Report.

ENVIRONMENT PROTECTION :

Your Company is not engaged in any type of manufacturing activities. It is not generating any type of pollution. Hence the regulations on Pollution control are not applicable to your company.

INSURANCE AND PROTECTION OF ASSETS :

Your Companys all fixed, movable and tangible assets are properly insured against all available commercial, natural and human hazardous risks from approved insurance companies. During the year under review your Company has not made any insurance claim and no such claims arc still pending for settlement / payment.

DEPOSITS :

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act, 1956. The Deposits any accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS :

Shri Satish Vadilal Raval, Director of the Company is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

After the date of Balance Sheet i.e. year ended 31.03.2010 during the current year Mr. Pawankumar T. Agarwal, Mr. Ramawtar D. Jangid, Mr. Bhupendra B. Panchal , Ms. Ro/.y 1 Agarwal have been removed from the office of the Directors under section 284 of the Companies Act, 1956 and Mr. Ketanbhai K. Shah, Mr. Naresh Rachchh, Mr. Satish Vadilal Ravai, Ms. Surekha K. Shah have been appointed in place of so removed directors in the meeting of members of the Company duly held on 15.05.2010 , in view of their shareholding reducing to negligible levels. Consequently to their removal they are no more to management and have also ceased to be the promoters of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirm :

(a) that in the preparation of the annual accounts financial year ended 31st March, 2010, the applicable accounting standards have been followed and there is no material departures from the same;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

(c) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 ona going concernbasis. *

STATUTORY AUDITORS :

M/s. A. L. Thakkar & Co., Chartered Accountants, Ahmedabad, retire at: the ensuing Annual General Meting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS OBSERVATION :

There are no observations made by Auditors in their report. Notes to the Accounts are itself self explanatory in nature.

EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, and hence the information is not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/OUTGO :

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure to this Report.

MATERIAL CHANGES :

Except the information given in this report i.e. with regard to chang4e in management and control of the Company there are no material changes that have taken place after the completion of financial year and up to the date of this report which may have substantial effect on business and finances of the company.

LISTING

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange Limited ( BSE). The Company has duly paid the Annual listing fees up to 31st March, 2009 BSE. Adequate care is being taken to comply almost all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

APPRECIATION :

Your Directors express their gratitude to the continuous support of the Financial Institutions. Banks, Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of Company.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Registered Office : - BY ORDER OF THE BOARD

14, Navkar, ROSELAB INDUSTRIES LIMITED

B/h. Vasna Telephone Exchange, Vasna, Ahmedabad - 380007 Sd/- Date : - 01.09.2010 (KETANBHAI K. SHAH)

CHAIRMAN


Mar 31, 2009

The Directors are pleased to present the 17th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2009:

(Rs. in Thousand)

1. Current Year Previous Year 2008 - 09 2007 - 08 Rupees Rupees

Sales 61598.553 85030.58

Profit before making provisions

For Interest, Depreciation and Taxation 9123.826 2966.68

Less

1. Interest 110.688 317.95

2. Depreciation 708.561 2203.78

3. Provision for Taxation 0.00 40.00

4. Fringe Benefit Tax 0.00 46.81

5. Income Tax of earlier Year 15.95 56.88

Profit /loss for the year (8288.627) 301.24

02. The general recessionary trend in domestic market for the products in which the Company is dealing made the financial year 2008-2009 a difficult for many companies. Your Company incurred the loss for the Financial year 2008-2009, due to general recessionary trend prevailing in the market all over the world and heavy cost of administrative and other expenses and less sales. Your directors are hopeful to achieve better results in future.

As you are aware there was disposal of the Companys Fixed Assets relating to manufacturing unit of Dyes during the year under review as approved by the members of the Company through Postal Ballot.

During the year under review the name of the Company was changed from Roselabs Limited to "ROSELABS INDUSTRIES LIMITED: w.e.f. 7th April. 2009.

In view of loss incurred your Directors do not recommend any dividend.

03. The Shares of the Company are listed at Bombay Stock Exchange Limited. Listing fees have been duly paid to the Stock Exchange.

04. All properties and insurable interests of the Company including Building, Plant and Machineries, Stocks, Spares etc. wherever necessary and to the extent required, have been adequately insured.

05. Shri Bhupendra Panchal. Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

06. Pursuant to Section 217(2AA) of Companies Act. 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March. 2009, the applicable accounting standards have been followed and there is no material departures from the same:

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March. 2009 on a going concern basis.

07. The information relating to Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1 |(e) of the Companies Act, 1956. read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988. is given in the Annexure to this Report

08. Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 are not applicable to the Company, and hence the information is not given.

09. The Company has constituted an Audit Committee pursuant to the provision of the Section 292A of the Companies Act. 1956. and as required under Clause 49 of Listing Agreement, details of which is given separately in the Report of Corporate Governance

10. As required under Clause 49 of the Listing Agreement executed with Stock Exchanges, a separate report on Corporate Governance is attached and forming part of the Annual Report for the year 2008-2009.

11. A separate Report on Management Discussion and Analysis is attached herewith and form part of the Directors Report.

12. You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration

The Company has received Certificate U/s 224(1 B) of the Companies Act, 1956 from M/S A. L. Thakkar & Co.. the Auditors of the Company signifying that the reappointment if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self explanatory and have been suitably dealt with in the notes to accounts.

13. The relationship with the employees continued to be cordial throughout the year.

14. Your Directors express their gratitude to the continuous support of the Financial Institutions. Banks, Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuos contribution to the growth and progress of Company.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Regd. Office : For and on Behalf of the Board of Directors

123/1. Saijpur Gopalpur. Pirana Road, Piplej, Ahmedabad - 382 405.

Pawankumar Agarwal Date : 17th July, 2009 Chairman - Managing Director



 
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