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Directors Report of Kyra Landscapes Ltd.

Mar 31, 2015

Dear Members

The Directors are pleased to present their 24th Annual Report of the Company with the Audited financial statement for the financial year ended 31st March 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2015 is summarised below:

PARTICULARS 2014-2015 2013-2014

Profit before Depreciation 1,54,03,617 1,24,85,117

Less: Depreciation 8,981 8,647

Less: Directors Remuneration NIL NIL

Profit after Depreciation & Before Tax 1,53,94,636 1,24,93,764

Less : Provision for Tax 21,55,000 37,54,000

Profit after Tax 1,32,39,636 37,39,764

Add : Profit brought forward (268,61,897) (356,01,661)

Balance transferred to Balance Sheet (136,22,261) (268,61,897)

Results of operations and the state of Company's affairs

The highlights of the Company's performance are as under:

* Revenue of the Company increased from Rs. 1,45,17,049.5 to Rs. 2,47.00,529/-

* Net Profit increased from Rs. 87,39,764/- to Rs. 1.32,39,764/-

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Dividend

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans,

Management's Discussion and Analysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015. the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors 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 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 interna! financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of ail applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBl.The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

RISK MANAGEMENT

In accordance with Clause 49 of the Listing Agreement the Board of Directors of the Company are responsible for framing, implementing and monitoring the Risk Management plans of the Company. The Company has a defined "Risk Management Policy' and the same has been approved by the Board of Directors of the Company. The Risk Management Policy is available on the Company's website at www.kyralandscapes.com.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design oroperations were observed.

BOARD DIVERSITY

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The Board Diversity Policy alms to set out the approach to achieve diversity on the board of directors of the Company. The Board Diversity policy is available on the Company's website at 'AAiVW.kyralandscapes.com.

MEETINGS OF THE BOARD

The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Keyur P Shah and Mr. Paresh V Shah, Directors of your Company resigned from the Board wef August 28, 2015. Your Board records its deep appreciation for the services rendered by Mr Keyur P Shah and Mr, Paresh V Shah as Directors of the Company. Further your Directors hereby inform that there are no Directors liable to retire by rotation at the ensuing Annual General Meeting.

Your Board at its Meeting held on August 28, 2015, appointed Mr. Ravi Jabbar Sharma as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Mr. Ravi Jabbar Sharma. Mr. Ravi Jabbar Sharma be also appointed as the Chief Financial Officer of the Company for a term of 1 year wef August 28, 2015.

At its Meeting held on August 28, 2015, your Board appointed Mr. Santosh Kumar as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Mr. Santosh Kumar. The Company has received a confirmation from Mr. Santosh Kumar stating that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and in the opinion of your Board he is a person of integrity and posses relevant expertise and experience for being appointed as Independent Director.

The Company has received necessary declarations from ali the independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal evaluation needs to be made by the Board and its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Accordingly the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors, On the basis of the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Every new Independent Director of the Company attends a familiarisation programme. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at: www.kyralandscapes.com.

The following policies of the Company are attached herewith marked as Annexure 11A and Annexure I IB: a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Committees of the Board

Currently the Board has three committees viz. the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annua! report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Audit Committee:

The Audit Committee comprised of the following members - Mr.Narendra DoshL Mr, Paresh Shah and Mr. Girish Sehgal. On resignation of Mr. Paresh Shah, the Audit Commitee was reconstituted and comprises Mr.Narendra Doshi, Mr. Santosh Kumar and Mr. Girish Sehgal. The terms of referemce of the Audit Committee have been mentioned in the Corporate Governance Report. All recommendations made by the audit committee during the year were accepted by the Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprised of the following members - Mr.Narendra Doshi, Mr. Paresh Shah and Mrs. Neeta Joshi. On resignation of Mr. Paresh Shah, the Nomination and Remuneration Commitee was reconstituted and comprises Mr. Narendra Doshi, Mr. Santosh Kumar and Mrs. Neeta Joshi. The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy, A copy of the policy is appended as Annexure IIB to the Board's Report,

Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee comprised of the following Directors namely Mr.Narendra Doshi, Mr. Girish Sehgal and Mr. Paresh Shah. On resignation of Mr. Paresh Shah, the Stakeholders' Relationship Commitee was reconstituted and comprises Mr. Narendra Doshi, Mr. Santosh Kumar and Mr. Girish Sehgal

VIGIL MECHANISM

The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics.The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.kyralandscapes.com.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Bhavik Sheth & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 23rd Annual General Meeting held on September 30, 2014 to hold office till the conclusion of the 28th Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. BhavikSheth& Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act. 2013.

Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed M/s. D.S. Momaya & Co., Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for thefinancial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report.

M/s. D.S. Momaya & Co,, Practising Company Secretary, the Secretarial Auditors of the Company have made certain observations in their Secretarial Audit Report. The Board comments in respect of the same as under:

1. Observation : The Company has not filed form VIGT 10 pursuant to the provisions of Secton 93 of the Companies Act. 2013 read with Rule 13 of the Companies (Management and Administration) Rules, 2014.

Explanation: Due applicability of new Companies Act, 2013 and increased burden of compliances and non-clarity in many provisions of the Act, Company unintentionally missed out the compliances of filing of Form MGT-10 but after such instance the company is very cautious about the compliance of the provisions of the Act and has been regular in all compliances within the time limit as may be prescribed in the Act.

2. Observation : The Company has not appointed a Company Secretary pursuant to the provisions of Section 203 of the Companies Act, 2013 and Complaince officer as required under the SEBI guidelines and Listing Agreement.

Explanation: Company being responsible Corporate, definitely desires to appoint a well- qualified Company Secretary in compliance of Section 203 of the Companies Act, 2013 and in this context company is trying to search Company secretary from long duration. Due to deficiency in the number of Company Secretaries, company is not able to appoint Company Secretary pursuant to the provision of section 203 of the Act. Further the Company has also taken an initiative to appoint a well-qualified Company Secretary by approaching the Institute of Company Secretaries of India and very soon, the Company will make suitable appointment to comply with the provisions of section 203 of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:

i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned- Nil Foreign Exchange Used - Nil

Particulars of Employees and related disclosures

The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. Hence, no information is required to be appended to this report in this regard.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Loans given, investment made, guarantees given and securities provided.

2. Details relating to deposits covered under Chapter V of the Act.

3. Issue of employee stock options.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. The Company does not have any holding company or any subsidiary hence neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its holding company or any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

8. There were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There were no cases of frauds that has to be reported to the Audit Committee.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders & investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

By order of the Board For Kyra Landscapes Limited

Mr. Girish Sehgal Mrs. Neeta Joshi Managing Director Chairperson DIN:03321530 DIN: 03268948

Place : Thane Date August 28, 2015


Mar 31, 2014

The Member of

KYRA LANDSCAPES LIMITED

The Directors are pleased to present their 23nd Annual Report of the Company with the Audited Accounts for the period ended 31st March 2014.

This report has been prepared on the basis of legal requirements under Companies Act, 1956. As per General Circular No.08/2014 issued by Ministry of Corporate Affairs dated 04/04/2014, the provisions of Companies Act, 2013 will become applicable for all disclosures required under the Act for the Year 2014-2015 and subsequent years.

1) FINANCIAL RESULTS:

Amount in Rs.

PARTICULARS 2013-2014 2012-2013

Profit before Depreciation 1,25,02,411 1,19,20,554

Less : Depreciation 8,647 8,142

Less : Directors Remuneration NIL NIL

Profit after Depreciation & Before Tax 1,24,93,764 1,19,12,412

Less : Provision for Tax 37,54,000 36,76,000

Profit after Tax 87,39,764 82,18,142

Add : Profit brought forward (3,56,01,661) (4,38,19,803)

Balance transferred to Balance Sheet (2,68,61,897) (3,56,01,661)

2) DIVIDEND:

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

3) DIRECTORS:

Shri Harish Joshi, Director of the Company, retires by rotation has expressed his unwillingness to get re- appointment.

Shri Dipesh Joshi, Director of the Company retires by rotation has expressed his unwillingness to get re- appointment.

4. AUDITORS:

Mr. Bhavik Ajitkumar Sheth, Chartered Accountants, Mumbai the retiring Auditors expressed their willingness to be re-appointed as Auditors of the Company. Your Directors propose appointment of Mr. Bhavik Ajitkumar Sheth,, Chartered Accountants, whose appointment has been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the third annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the third Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act

5. AUDITORS'' REPORT:

The Auditors'' Report to the shareholders on the Accounts of the Company for the Financial year ended March 31,2014 does not contain any qualification and the statements made therein are self- explanatory

6. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 14th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Sr. No. Name of the Director Designation KMP Position Held

1. Mr. Girish Sehgal Whole Time Managing Director & Director Chief Executive Officer

2. Mr. Neeta Joshi Whole Time Chairman Director

3. Mr. Keyur P shah Whole Time Chief Financial Officer Director

4. Mr.Paresh Shah Non Executive - Independent-Director

5. Mr. Narendra doshi Non Executive - Independent-Director

6. Mrs. Bindu P shah Non Executive - Independent-Director

7. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:

A detailed analysis of your Company''s Performance is discussed in Management Discussion and Analysis Report which forms part of this Annual Report.

8. FUTURE PROSPECTS:

The Company is planning to enter into strategic alliance with an infra structure development company pioneer in this industry. This nexus would go a long way to strengthen the Company''s financial position and its foot prints in infrastructure development business.

9. COMPANY SECRETARY AS THE KEY MANAGERIAL PERSONNEL

Pursuant to provisions of section 203, the Company is putting its efforts to appoint whole time Company Secretary who will act as the Key Managerial Personnel under the provisions of CompaniesAct 2013.

10. CORPORATE GOVERNANCE PHILOSOPHY:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken.As required under clause 49 of the listingAgreement with the stock exchanges the report on "Corporate Governance" together with the Auditor''s certificate regarding complianceofthe codeofCorporate Governance isannexed herewith.

11. REQUIREMENTS OF SECTION 217 OF THE COMPANIES ACT,1956:

a. The Company hasnoemployees covered under section 217(2A)ofCompaniesAct, 1956.

b. The directors responsibility statement setting out the compliance with the accounting and Financial reporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 in respect of the financial statement is annexed to this report.

c. Provisions of section 217(1)(e) of CompaniesAct, 1956 are not applicable to the company.

12. PUBLIC DEPOSITS :

Your Company has not accepted any deposits within the meaning of provision under section 58 A of the CompaniesAct, 1956 from the public during the year ended on 31st March, 2014.

13. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the Preparation of theAnnualAccounts, the applicable accounting standard have been followed;

ii. They Directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent so as to give a true fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period:

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the CompaniesAct, 1956 for safeguarding the assetsofthe Company and for preventing and detecting fraud and other irregularities;

iv. TheAnnualAccounts have been preparedonagoing concern basis.

14. PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

15. DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH, 2014

There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2014 till the date of this Annual Report.

16. LISTING:

Stock Exchange Address

THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,

Dalal Street, Mumbai - 400 001

17. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders & investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

By Order of the Board Place : Mumbai For Kyra Landscape Ltd. Dated : 14thAugust, 2014

sd/- Harish Joshi DIN: 02986911 Director


Mar 31, 2013

TO, The Member of KYRA LANDSCAPES LIMITED

The Directors are pleased to present their 22nd Annual Report of the Company with the Audited Accounts for the period ended 31 st March 2013.

1. FINANCIAL RESULTS: 2012-2013 YEAR PREVIOUS YEAR

Profit before Depreciation 1,19,20,554 70,19,068

Less: Depreciation 8,142 3,671

Less: Directors Remuneration NIL NIL

Profit after Depreciation & Before Tax 1,19,12,412 70,15,397

Less: Provision for Tax 36,76,000 21,50,000

Profit after Tax 82,18,142 48,64,561

Add: Profit brought forward (4,38,19,803) (4,86,85,200)

Balance transferred to Balance Sheet (3,56,01,661) (4,38,19,803)

2. DIVIDEND:

In view of the profits generated by the Company, your Directors recommend payment a dividend of Rs.0.20 per share for the year ended March 31,2013.

3. DIRECTORS:

Shri Vaibhav Vijay Patil, Director of the Company, retires by rotation has expressed his unwillingness to get re-appointment.

Shri Dhananjay Rajendra Kale, Director of the Company retires by rotation has expressed his unwillingness to get re-appointment.

Shri Tushar Patil, Director of the Company retires by rotation has expressed his unwillingness to get re-appointment.

4. AUDITORS:

Mr. Bhavik Ajitkumar Sheth, Chartered Accountants, Mumbai the retiring Auditors expressed their willingness to be re-appointed as Auditors of the Company for the financial year 2013-14. Members are requested to consider the appointment of Mr. Bhavik Ajitkumar Sheth Chartered Accountant as the statutory Auditors of the Company for the financial year ending 31st March, 2013 and authorize the Chairman to decide on their remuneration.

5. AUDITORS" REPORT:

The observation made in Auditors Report & notes to accounts are self explanatory and therefore does not call for any further comment.

6. BUSINESS PERFORMANCE/FINANCIAL OVERVIEW:

A detailed analysis of your Company''s Performance is discussed in Management Discussion and Analysis Report which forms part of this Annual Report.

7. FUTURE PROSPECTS:

The Company has entered into strategic alliance with an infra structure development company pioneer in this industry. This nexus would go a long way to strengthen the Company''s financial position and its foot prints in infrastructure development business.

8. CORPORATE GOVERNANCE PHILOSOPHY:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. As required under clause 49 of the listing Agreement with the stock exchanges the report on "Corporate Governance" together with the Auditor''s certificate regarding compliance of the code of Corporate Governance is annexed herewith.

9. REQUIREMENTS OF SECTION 217 OFTHE COMPANIESACT, 1956:

i) The Company has no employees covered under section 217(2A) of Companies Act, 1956.

ii) The directors responsibility statement setting out the compliance with the accounting and Financial reporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 in respect of the financial statement is annexed to this report.

iii) Provisions of section 217( 1) (e) of Companies Act, 1956 are not applicable to the company.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of provision under section 58 A of the Companies Act, 1956 from the public during the year ended on 31 st March, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the Preparation of the Annual Accounts, the applicable accounting standard have been followed;

ii. They Directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent so as to give a true fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period:

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis.

12. LISTING:

Stock Exchange Address

The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbai-400001.

13. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders 8t investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

(FOR AND ON BEHALF OF THE BOARD)

For Kyra Landscapes Ltd

sd/-

Director

Place : Thane

Dated : 29th May, 2013


Mar 31, 2012

The Directors are pleased to present their 21st Annual Report of the Company with the Audited Accounts for the period ended 31 st March 2012.

1. FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR

Profit before Depreciation 70,19,068 21,60,341

Less: Depreciation 3,671 NIL

Less: Directors Remuneration NIL NIL

Less : Provision for Tax 21,50,000 4,03,930

Profit after Depreciation & Tax 48,65,397 17,56,411

Add : Profit brought forward (4,86,85,200) (5,04,41,611)

Balance transferred to Balance Sheet (4,38,19,803) (4,86,85,200)

2. DIVIDEND:

In view to strengthen the Company's Reserves and due to inadequate profits, the Directors have decided not to declare any dividend during the year under review.

3. DIRECTORS:

Mr.Narendra Pratapray Doshi, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr.Keyur Prakash Shah, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr.Paresh V Shah, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the Preparation of the Annual Accounts, the applicable Accounting Standard have been followed;

ii. They have, in selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonably and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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;

iv. The Annual Accounts have been prepared on a going concern basis.

5. AUDITORS:

M/s. S Chandulal & Company, Chartered Accountants, Mumbai the retiring Auditors expressed their unwillingness to be re-appointed as Auditors of the Company for the financial year 2012-13. The Company has received an approach from M/s Bhavik Ajitkumar Sheth, Chartered Accountants, who have expressed their willingness and eligibility to conduct the statutory audit of the company for the year ending 31st March, 2013. Members are requested to consider the appointment of M/s Bhavik Ajitkumar Sheth, Chartered Accountant as the Statutory Auditors of the Company for the financial year ending 31st March, 2013 and authorize the Chairman to decide on their remuneration

6. AUDITORS'REPORT:

The observation made in Auditors Report & notes to accounts are self explanatory and therefore does not call for any further comment.

7. SHIFTING OF REGISTERED OFFICE:

The Registered office of the Company was shifted from 1003, 10th Floor, Ganesh Tower C.H.S., Dada Patil Wadi, Thane (West) - 400 601 to 102,1st Floor, Surya Sadan Building, Ram Maruti Road, Thane (West) - 400601. w.e.f 27.02.2012.

8. CHANGES IN SHARE CAPITAL:

The Company has increased its Authorized share capital from Rs.21,00,00,000/- (Twenty One Crores Only) to Rs.29,00,00,000 /-(Rupees Twenty Nine Crores Only) divided into 2,90,00,000 equity shares of Rs.10/- each.

During the year under review your company has issued and allotted on preferential basis 88,55,000 (Eighty Eight Lac Fifty Five Thousand) equity shares of face value of Rs.10/- each aggregating to Rs.8,85,50,000 (Eight Crores Eighty Five Lac Fifty Thousand) at par in accordance with the guidelines for preferential issue contained in chapter VII of the SEBI (Issue of capital and Disclosure Requirement) Regulations 2009.

9. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:

A detailed analysis of your Company's Performance is discussed in Management Discussion and Analysis Report which forms part of this Annual Report.

10. FUTURE PROSPECTS:

The Company is looking forward for successfully entering into strategic alliance with an infra structure development company pioneer in this industry . This nexus would go a long way to strengthen the Company's financial position and its foot prints in infrastructure development business.

11. CORPORATE GOVERNANCE PHILOSOPHY:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. As required under clause 49 of the listing Agreement with the stock exchanges the report on " Corporate Governance" together with the Auditor's certificate regarding compliance of the code of Corporate Governance is annexed herewith.

12. REQUIREMENTS OF SECTION 217 OF THE COMPANIES ACT, 1956 :

i) The Company has no employees covered under section 217(2A) of Companies Act, 1956.

ii) The directors responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 in respect of the financial statement is annexed to this report.

iii) Provisions of section 217(1 )(e) of Companies Act, 1956 are not applicable to the company.

13. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of provision under section 58 A of the Companies Act, 1956 from the public during the year ended on 31 st March, 2012.

14. DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. They have, in selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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;

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

15. LISTING:

Stock Exchange Address

The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee Bhoy Towers, Dalai Street,

Mumbai-400001.

16. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and co- operation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders fit investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

(FOR AND ON BEHALF OF THE BOARD)

For Aricent Infra Ltd

sd/-

Director

Place : Thane

Dated : 14th May, 2012


Mar 31, 2011

The Directors are pleased to present their 20th Annual Report of the Company with the Audited Accounts for the period ended 31st March 2011.

1. FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR Profit before Depreciation 21,60,341 13,45,000

Less: Depreciation NIL NIL

Less: Directors Remuneration NIL NIL

Less: Provision for Tax 4,03,930 4,52,727

Profit after Depreciation & Tax 17,56,411 8,92,273

Add: Profit brought forward (5,04,41,611) (5,17,86,611)

Balance transferred to Balance Sheet (4,86,85,200) (5,04,41,611)

2. DIVIDEND:

In view to strengthen the Company's Reserves and due to inadequate profits, the Directors have decided not to declare any dividend during the year under review.

3. DIRECTORS:

Mr.Vaibhav Vijay Patil, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr.Dhananjay Rajendra Kale, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr.Tushar Patil, Director of the Company retires by rotation and being eligible offers himself for re- appointment.

Mr.Narendra P Doshi, Mr. Paresh P. Shah and Mr. Keyur P. Shah was appointed as an Additional Directors of the Company on Board of Director w.e.f. 25.10.2010 and Mr. Harish Narshi Joshi, Mr. Dipesh Joshi and Mrs.Neeta Joshi was appointed as an Additional Director of the Company on Board of Director w.e.f. 17.06.2011, have been Proposed to be Appointed as Directors Liable to retire by rotation upon the notice received in writing from a Member of the Company to appoint them as a Director.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the Preparation of the Annual Accounts, the applicable accounting standard have been followed;

ii. They have, in selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records fn accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; .

iv. The Annual Accounts have been prepared on a going concern basis.

5. AUDITORS:

M/s.Bhadresh B Sanghavi & Associates, Chartered Accountants, Mumbai the retiring Auditors expressed their unwillingness to be re-appointed as Auditors of the Company for the financial year 2011-12. The Company has received an approach from M/s Suresh C Shah & Co, Chartered Accountants, who have expressed their willingness and eligibility to conduct the statutory audit of the company for the year ending 31st March, 2012. Members are requested to consider the appointment of M/s Suresh C Shah, Chartered Accountant as the statutory Auditors of the Company for the financial year ending 31st March,

2012 and authorize the Chairman to decide on their remuneration

6. AUDITORS'REPORT:

The observation made in Auditors Report & notes to accounts are self explanatory and therefore does not call for any further comment.

7. SHIFTING OF REGISTERED OFFICE:

The Registered office of the Company was shifted from 11, Radha Mandir Building, 213, Sir Balchandra Road, Behind Ruia Collage, Matunga, Mumbai - 400 019 to 1003, 10th Floor, Ganesh Tower C.H.S., Dada Patil Wadi, Thane (West) - 400 601. w.e.f 18.08.2011.

8. CHANGE IN THE NAME OF THE COMPANY:

The Indian real estate sector constitutes an important part of the country's economy as a result of rapid economic growth and the increased demand for both commercial and residential space, so your company has ventured into new business of Real estate and infrastructure development. In order to ensure that the name of the company reflects its core business activities the name of the company has been changed from TCL technologies Limited to ARICENT INFRA LIMITED with due approval of Registrar of companies and shareholders in their meeting held on 18th November,2010.

9. CHANGES IN SHARE CAPITAL:

The Company has increased its Authorized share capital from Rs.7,00,00,000/- (Seven Crores Only) to Rs.21,00,00,000 /-(Rupees Twenty One Crores Only) divided into 1,97,00,000 equity shares of Rs.10/- each and 13,00,000 Preference shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review your company has issued and allotted on preferential basis 1,30,05,000 (One Crores Thirty Lac Five Thousand) equity shares of face value of Rs.10/- each aggregating-to Rs. 13,00,50,000 (Thirteen Crores Fifty Thousand) at par in accordance with the guidelines for preferential issue contained in chapter VII of the SEBI (Issue of capital and Disclosure Requirement) Regulations 2009.

10. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:

A detailed analysis of your Company's Performance is discussed in Management Discussion and Analysis Report which forms part of this Annual Report.

11. FUTURE PROSPECTS:

v The India real estate sector constitutes an important part of the country's economy as a result of rapid , economic growth and the increased demand for both commercial and residential space with this intention your company has ventured into real estate 6t infrastructure development .The Development Business of the company would be of developing on its own or/and entering into joint ventures or/and to invest in companies involved infrastructure development.

12. CORPORATE GOVERNANCE PHILOSOPHY:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. As required under clause 49 of the listing Agreement with the stock exchanges the report on " Corporate Governance" together with the Auditor's certificate regarding compliance of the code of Corporate Governance is annexed herewith.

13. REQUIREMENTS OF SECTION 217 OFTHE COMPANIES ACT, 1956:

i) The Company has no employees covered under section 217(2A) of Companies Act, 1956.

ii) The directors responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 in respect of the financial statement is annexed to this report.

iii) Provisions of section 217(1 )(e) of Companies Act, 1956 are not applicable to the company.

14. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of provision under section 58 A of the = Companies Act, 1956 from the public during the year ended on 31st March, 2011.

15. DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. They have, in selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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;

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

16. LISTING:

Stock Exchange Address

The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbai-400001.

17. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and co- operation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders 6t investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

(FOR AND ON BEHALF OF THE BOARD) For Aricent Infra Ltd

sd/-

Director

Place : Thane

Dated : 2nd September, 2011


Mar 31, 2009

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2009

I FINANCIAL MATTERS:

March 2009 March 2008 PROFIT/(LOSS) BEFORE TAX 96,773 1,130

Less: Provision for tax 9,980 350

PROFIT/(LOSS) AFTER TAX 86,793 780

Add/Less: Balance brought forward (5,18,73,404) (5,18,74,184)

BALANCE C/F TO BALANCE SHEET (5,17,86,611) (5,18,73,404)

II DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. The financial statements are prepared in accordance with the applicable Accounting Standards and the provisions of the Companies Act, 1956 with proper explanation relating to material departures, if any.

2. The Accounting policies as required have been followed by the Company and the judgments & estimates that are reasonable and prudent have been made so as to reflect a "true and fair view" of the financial statements of the Company at the end of the financial year and of the Profit of the Company for the year ended on that date.

3. The financial statements have been prepared on a going concern basis.

4. The Directors had taken proper & sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities.

III DIVIDEND

Your Directors are of the opinion that in order to plough back the profits and as a matter of prudent business practice, no Dividend is recommended for the year.

IV PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

V AUDITORS

The Auditors M/s. BHARATI & ASSOCIATES, Chartered Accountants have retired and are eligible for re-appointment as Statutory Auditors of the company to hold office until the conclusion of the ensuing Annual General Meeting.

The company has received letter from them to the effect of their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.and that they are not disqualified for such re-appointment within the meaning of Section 226. The Notes on accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

VI FOREIGN EXCHANGE EARNINGS & OUTGO

The company has not earned any foreign exchange or incurred any foreign exchange outgo.

VII ACKNOWLEDGEMENT

All the Directors would like to express their grateful appreciation for the sincere co-operation received from all the people concerned during the year under report.

TCL TECHNOLOGIES LIMITED

DIRECTOR

 
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