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Directors Report of Madhusudan Securities Ltd.

Mar 31, 2014

To the Members,

MADHUSUDAN SECURITIES LIMITED

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2014.

RESULTS OF OPERATION:

The financial results for the year under review are as follows:

2013 - 2014 2012 - 2013 Particulars

Gross Receipts 9,36,907 26,37,769

Profit / (Loss) before tax (7,81,604) (63,30,251)

Less: Provision for Tax NIL NIL

(Excess)/Short Provision of Earlier Years NIL NIL

Profit/(Loss)available for appropriation (7,81,604) (63,30,251)

Add:Balance brought forward from Previous 64,15,600 1,27,45,852 Year

Balance carried to Balance Sheet 56,33,995 64,15,600

DIVIDEND:

Due to losses incurred during the year by the Company, the Board regrets its inability to recommend any Dividend.

BUSINESS:

During the year under review, the Company has made meagre surplus by trading in Securities. However, it has suffered losses due to high fixed administrative expenses related to the Company. The net loss suffered by the Company is of Rs.. 7,81,604/-.

The Company has paid Rs. 12 Crores to Primus Retail P. L. pursuant to the BTA agreement dated 04/02/2011 which stands cancelled due to non performance of the obligation by the party, hence, the said amount is due and recoverable, treated as advances for which Company shall initiate the recovery proceeding.

The BTA Agreement with Primus Retail P. L. stands cancelled for which necessary statutory compliances are under progress, therefore the 61,42,857 Equity Shares allotted of Rs. 10 each at a premium of Rs. 60 each amounting to Rs. 43 Crores on 16/05/2011 which allotment stands cancelled in view of the contract being void.

Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK

The Company has started the process of making the appropriate documentation and the submissions to Authorities for cancellation of the Share Capital.

The Company new management shall carry the received of the Company Open Offer as per SEBI approval completes in due course. The business of the Company and its Investment Plan requires infusion of the funds which shall be mobilised by the incoming management to revive the Company.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public, during the year under review.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

There are no material changes occurred after the date of Balance Sheet Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is generally compliant with the requirements of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report and Certificate from the Statutory Auditors is attached to this report.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217mie) OF THE COMPANIES ACT 1956:

Additional information required regarding conservation of Energy, Technology Absorption are NOT APPLICABLE as the Company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND GO OUT:

During the year under review the Company has NOT earned or incurred any amount of foreign exchange. DIRECTORS:

Mr. Madhusudan Reddy, Director, retires by rotation, and being eligible offer himself for reappointment.

The Board had appointed following 2 Independent Directors of the Company to comply with the statutory requirements of Corporate Governance w.e.f. from 30.05.2013:

1. Mr. Harsh Javeri

2. Mr. Abhilash Padmanabh

COMPANY SECRETARY

The Company is taking efforts to appoint a whole time Chartered Secretary to comply with the provisions of the new Companies Act, 2013 and however, the Company is taking services of Chartered Secretary for statutory Compliances.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to maintain the matching revenue concept, 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 or loss for that period;

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

4. That the annual accounts for the financial year ended March 31, 2014 are prepared on a ''going concern'' basis.

AUDITORS:

M/s. Vora & Associates, Chartered Accountants, ICAI FRNo. - 111612W, Mumbai retires at the ensuing Annual General Meeting. The Board has recommended their reappointment as Auditors of the Company. Members are requested to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT:

The observation made by the Statutory Auditors in their Report read together with the relevant notes as given in the Notes to Accounts for the financial year ended 31st March, 2014 are self explanatory and do not call for any furthercomments under Section 217(3) of the Companies Act, 1956. However, as regards note 16b, the Company shall initiate the recovery proceedings for the amount paid of Rs. 12 Crores.

As regards note 16c, The BTA Agreement with Primus Retail P. L. stands cancelled for which necessary statutory compliances are under progress, therefore the 61,42,857 Equity Shares allotted ofRs.10 each at a premium ofRs.60 each amounting toRs. 43 Crores on 16/05/2011, which allotment stands cancelled in view of the contract being void. Consequently, if the Equity Shares are cancelled than the Equity Share Capital shall be reduced by Rs. 6,14,28,570/- and securities premium shall be reduced by Rs. 36,85,71,420/-.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their deep sense of appreciation for the committed services of the employee and associates of the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. MADHUSUDAN REDDY CHAIRMAN

Place: Mumbai Dated: 30th May 2014


Mar 31, 2013

To the Members of MADHUSUDAN SECURITIES LIMITED

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2013.

RESULTS OF OPERATION:

The financial results for the year under review are as follows:

2012 – 2013 2011 – 2012 Particulars

Gross Receipts 26,37,769 23,50,122

Profit / (Loss) before tax (63,30,251) (13,09,999)

Less: Provision for Tax NIL NIL

(Excess) / Short Provision of Earlier NIL 22,919 Years

Profit / (Loss) available for appropriation (63,30,251) (12,87,080)

Add: Balance brought forward from Previous Year 1,27,45,852 1,40,32,932

Balance carried to Balance Sheet 64,15,600 1,27,45,852

DIVIDEND:

Due to losses incurred by the Company during the current year, the Board regrets its inability to recommend any Dividend to strengthen the financial resources of the company.

BUSINESS:

During the year under review, the Company has made surplus by trading in Shares and incurred losses due to credit crunches and bear market conditions, the sale of Investments resulting into a net loss of Rs.. 63,30,251/-.

The Company has surrendered its membership of Bhubaneshwar Stock Exchange and OTC Exchange and notified to SEBI as per provisions of the SEBI Act. The year under review is not encouraging for the business of the company. The Company has continued its business of Investment activity.

During the year, Primus Retail P. L. has expressed their inability to transfer and sale the "Weekender" Brand as per the Business agreement dated 04/02/2011. Our Company has sought for cancellation of the agreement dated 04/02/2011. This shall result into cancellation of the consideration paid for other than cash of 61,42,857 Equity Shares issued of Rs.. 10 each at a premium of Rs.. 60 each totaling to Rs.. 43 Crores, subject to completing statutory formalities and our Company has put a claim of recovery of Rs.. 12 Crores paid to Primus Retail P. L. pursuant to BTA.

Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK

The Company shall make appropriate submissions to Authorities for cancellation of the Share Capital. The Company shall continue its Investment activities and shall look forward for better yield on Investment.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public, during the year under review.

PRUDENTIAL NORMS:

Your Company is not registered as NBFC with RBI, however, they have complied the prudential Norms, as applicable.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956, there has been no material changes and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance sheet relates and the date of the Report.

CORPORATE GOVERNANCE:

Your Company is partially compliant with the requirements of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A Certificate from the Statutory Auditors of your Company regarding compliance of Corporate Governance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, and rules framed thereunder read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are NOT APPLICABLE as the Company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND GO OUT:

During the year under review the Company has NOT earned or incurred any amount of foreign exchange.

DIRECTORS:

The Board had invited Professional person to join as Independent Directors of the Company to comply with the statutory requirements of Corporate Governance of which the following persons have been appointed as Independent Directors of the Company w.e.f from 30.05.2013:

1. Mr. Harsh Javeri

2. Mr. Abhilash Padmanabh

Mrs. Piya Reddy, Director, retires by rotation, and has expressed her unwillingness for Directorship w.e.f. Annual general Meeting of the Company. The resignation shall be accepted in the AGM of the Company.

Mr. Nitin Yashpal Anand, Director, has expressed his unwillingness for Directorship w.e.f. Annual general Meeting of the Company. The resignation shall be accepted in the AGM of the Company.

COMPANY SECRETARY

Mr L. V. Veeranjaneyulu, CS, has resigned as Company Secretary of the Company w.e.f. August 02, 2012 due to his personal reasons.

The Board shall appoint Chartered Secretary to comply the provisions of the Companies Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to maintain the matching revenue concept, 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 or loss for that period;

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

4. That the annual accounts for the financial year ended March 31, 2013 are prepared on a ''going concern'' basis.

AUDITORS:

M/s. Vora & Associates, Chartered Accountants, ICAI FRNo. - 111612W, Mumbai retires at the ensuing Annual General Meeting, being eligible offers themselves for reappointment as Auditors of the Company. Members are requested to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT:

The observation made by the Statutory Auditors in their Report read together with the relevant notes as given in the Notes to Accounts for the financial year ended 31st March, 2013 are self explanatory and do not call for any further comments under Section 217(3) of the Companies Act, 1956. However, as regards note no 16 c, the Management has sought for cancellation of the Business Agreement dated 04/02/2011. This shall result into cancellation of the consideration paid for other than cash of 61,42,857 Equity Shares issued of Rs. 10 each at a premium of Rs. 60 each totaling to Rs. 43 Crores, subject to completing statutory formalities and our Company has put a claim of recovery of Rs. 12 Crores paid to Primus Retail P. L. pursuant to BTA. Consequently, If the Equity Shares are cancelled than the Equity Share capital shall be reduced by Rs. 6,14,28,570/- and securities premium shall be reduced by Rs. 36,85,71,420/-.

ACKNOWLEDGMENTS:

The Directors take this opportunity to express their appreciation for continued assistance and co-operation received from Banks, Brokers, Business Associates, Customers 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

MR. MADHUSUDAN REDDY CHAIRMAN

Place: Mumbai

Dated: 30th May 2013


Mar 31, 2012

To the Members of MADHUSUDAN SECURITIES LIMITED

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2012.

RESULTS OF OPERATION:

The financial results for the year under review are as follows:

2011 - 2012 2010 - 2011

Particulars Rs. Rs.

Gross Receipts 23,50,122 32,93,263

Profit / (Loss) before tax (13,09,999) 24,30,493

Less: Provision for Tax NIL 4,25,000

(Excess) / Short Provision of Earlier Years 22,928 1,26,798

Profit / (Loss) available for appropriation (12,87,071) 21,32,291

Less: Transfer to Special Reserve u/s. 45IC as per The Reserve Bank of India (Amendment) Act, 1997 - 5,00,000

Add: Balance brought forward from Previous Year 1,40,32,932 1,24,00,642

Balance carried to Balance Sheet 1,27,45,851 1,40,32,932

DIVIDEND:

Due to losses incurred by the Company during the current year, the Board regrets its inability to recommend any Dividend to strengthen the financial resources of the company.

TRANSFER TO RESERVES

The Special Reserve was created as per the RBI Regulation u/s 45 (IC) in the past. The Company has changed its Main Object to Dealing in Textile Garments. Therefore, application of provisions of NBFC will not be applicable and the said reserve shall be part of General Reserve, henceforth.

BUSINESS:

The year under review is not encouraging for the business of the company. During the year, the formalities of open Offer and reconstitution of the Management were under process awaiting necessary approval from the authorities. The Company has continued its business of Investment activity. However, due to unstable equity market and the fixed overheads of the company, the company has incurred Net Loss of Rs. 13,09,999/- in the current year. The New Management shall turn around the company in future years after takeover of the management.

Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK:

During the year, the Company has changed its Main Object to deal with Readymade or made to measure garments as regards the takeover of Business of Weekender vide Agreement dated 04/02/2011. However, the revenue figures of the business takeover are not included above since requisites permission are under process and is yet to be received from the statutory authorities and pending balance payment thereof. The Company will soon start its Business in the Brand name of Weekender after receipt of requisite permissions.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public, during the year under review.

PRUDENTIAL NORMS:

Your Company has, during the year under review, complied with guidelines of Reserve Bank of India/ Government of India, as may be applicable. Reviews on the level of compliance have been made and reports were submitted to the Board.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956, there has been no material changes and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance sheet relates and the date of the Report.

CORPORATE GOVERNANCE:

Your Company is compliant with the requirements of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A Certificate from the Statutory Auditors of your Company regarding compliance of Corporate Governance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, and rules framed there under read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are NOT APPLICABLE as the Company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND GO OUT:

During the year under review the Company has NOT earned or incurred any amount of foreign exchange.

DIRECTORS:

Mr. Madhusudan Reddy, Director, retires by rotation, and being eligible offers himself for reappointment.

Mr. Nitin Anand has been appointed in the previous AGM dated September 30, 2011 as Director.

Mr. Thadakamanalu V. Gopinath was appointed as Additional Director in the Board and he resigned due to his pre occupations on March 21, 2012. The Board appreciated his service as Independent Director.

Mrs. Y. N. Radhika was appointed as Additional Director in the Board and she resigned due to her pre occupations on March 21, 2012. The Board appreciated her service as Independent Director.

The Board has invited Professional person to join as Independent Directors of the Company to comply with the statutory requirements of Corporate Governance.

COMPANY SECRETARY

Mr L. V. Veeranjaneyulu, CS, was appointed as Company Secretary of the Company in the Board Meeting dated August 5, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1 . That in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to maintain the matching revenue concept, 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 or loss for that period;

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; and

4. That the annual accounts for the financial year ended March 31 , 2012 are prepared on a 'going concern' basis.

AUDITORS:

M/s. Vora & Associates, Chartered Accountants, ICAI FRNo. - 111612W, Mumbai retires at the ensuing Annual General Meeting, being eligible offers themselves for reappointment as Auditors of the Company. Members are requested to appoint the auditors and fix their remuneration.

AUDITORS' REPORT:

The observation made by the Statutory Auditors in their Report read together with the relevant notes as given in the Notes to Accounts for the financial year ended 31st March, 2012 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956

ACKNOWLEDGMENTS:

The Directors take this opportunity to express their appreciation for continued assistance and co-operation received from Banks, Brokers, Business Associates, Customers 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

MR. MADHUSUDAN REDDY CHAIRMAN

Place: Mumbai

Dated: July 31, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2010.

RESULTS OF OPERATION;

The financial results for the year under review are as follows:

Particulars Current Year Previous Year 2009 - 2010 (in Rs) 2008 - 2009 (in Rs)

Business Income 44,42,700 31,31,717

Profit before Interest & Tax 32,32,331 16,86,708

Less: Interest 14,31,124 6,33,812

Profit before tax 18,01,207 10,52,896

Provision for Tax 4,25,000 2,99,500

Profit after tax but before Extraordinary items 13,76,207 7,53,396

Profit available for appropriation 13,44,564 7,70,415

Transfer to Special Reserve u/s. 45IC as per The Reserve Bank of India (Amendment) Act, 1997 3,00,000 4,50,000

10,44,564 3,20,415

Balance brought forward from Previous Year 1,13,56,078 1,10,35,663

Balance carried to Balance Sheet 1,24,00,642 1,13,56,078

DIVIDEND:

To facilitate the working capital & strengthening the financial resources of the company, the board regrets their inability to recommend any dividend for the current year.

TRANSFER TO RESERVES

As per section 45IC of the Reserve Bank of India (Amendment) Act, 1997, applicable to Non Banking Financial Company for creation of Special Reserve Fund, the company has voluntarily transferred Rs.3,00,000/- to the Special Reserves of the Company.

BUSINESS:

After the end of the recessionary year, the year under review seemed to be stabilising in shares & improving in business activity. The present capital market has been improving but it is unpredictable due to international financial crises. During the year, the Company has earned Profit after tax of Rs. 13,76,207/- which has increased by 75% compared to previous year. The Company has invested its surplus funds in Bank Fixed Deposits and Debt Funds. During the year, the company has income on Capital leverage of funds. Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK;

The Company shall deploy its financial resources in better modes of Investment for better deals with the upcoming industrial organisations. The new financial policies and inflation control measure shall bring better prospectus in years to come. The performance of the industrial sector has improved markedly in recent months.

REGISTRARS AND TRANSFER AGENTS:

In compliance with directives of SEBI, requiring companies to provide single point service to shareholders of all work relating to share registry, in terms of both physical and electronics, your Company has appointed LINK INTIME INDIA PRIVATE LIMITED, C - 13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai 400 078, as the Registrars and Transfer Agents. All your requests for dematerialisation, transfer of physical shares, etc., (and grievances related thereto) may be sent to the above address of the Registrars and Transfer agents.

SHARE TRADING ON BSE

Your Directors are glad to inform you that the equity shares of the Company are freely traded on the Bombay Stock Exchange as the Exchange has withdrawn the suspensions of trading of shares of the Company on 16/10/2009, after compliance of all statutory requirements of the listing Agreements of the Bombay Stock Exchange.

FIXED PEPQSITS;

The Company has not accepted any Fixed Deposits from public, during the year under review.

PRUDENTIAL NORMS:

Your Company has, during the year under review, have complied with guidelines of Reserve Bank of India/ Government of India, as may be applicable. Reviews on the level of compliance have been made and reports were submitted to the Board.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956, there has been no material changes and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

CORPORATE GOVERNANCE:

The Company has been practicing the principles of good corporate governance voluntarily over the years though not applicable, being the equity paid up capital is below Rs. 300 Lacs. However a separate section of voluntary compliance has been included as separate section of this annual report.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, and rules framed thereunder read with the Companies (Particulars of Employees) Rules,1975.

PARTICULARS UNDER SECTION 217fl Vel OF THE COMPANIES ACT 19Sfi:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND GO OUT:

During the year under review the Company has not earned or incurred any amount of foreign exchange.

DIRECTORS:

Mr. K. Madhusudan Reddy, Director, retires by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting. In view of the interest of the Company, your Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

£ursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to maintain the matching revenue concept, 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 or loss for that period;

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

4. That the annual accounts for the financial year ended 31st March 2010 are prepared on a going concern basis.

AUDITORS;

M/s. Vora & Associates, Chartered Accountants, Mumbai retires at the ensuing Annual General Meeting, being eligible offers themselves for reappointment as Auditors of the Company. Members are requested to appoint the auditors and fix their remuneration.

AUDITORS REPORT:

The observation made by the Statutory Auditors in their Report read together with the relevant notes as given in the Notes to Accounts for the financial year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3} of the Companies Act, 1956 Your Directors are glad to inform you that the equity shares of the Company are freely traded on the Bombay Stock Exchange as the Exchange has withdrawn the suspensions of trading of shares of the Company on 16/10/2009, after compliance of all statutory requirements of the listing Agreements of the Bombay Stock Exchange.

FIXEP PEPQS1TS;

The Company has not accepted any Fixed Deposits from public, during the year under review.

PRUDENTIAL NORMS:

Your Company has, during the year under review, have complied with guidelines of Reserve Bank of India/ Government of India, as may be applicable. Reviews on the level of compliance have been made and reports were submitted to the Board.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET;

Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956, there has been no material changes and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

CORPORATE GOVERNANCE:

The Company has been practicing the principles of good corporate governance voluntarily over the years though not applicable, being the equity paid up capital is below Rs. 300 Lacs. However a separate section of voluntary compliance has been included as separate section of this annual report.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, and rules framed thereunder read with the Companies (Particulars of Employees) Rules,1975.

PARTICULARS UNDER SECTION 217 D OF THE COMPANIES ACT 19S6:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND GO OUT:

During the year under review the Company has not earned or incurred any amount of foreign exchange.

DIRECTORS:

Mr. K. Madhusudan Reddy, Director, retires by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting. In view of the interest of the Company, your Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to maintain the matching revenue concept, 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 or loss for that period;

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

4. That the annual accounts for the financial year ended 31st March 2010 are prepared on a going concern basis.

ACKNOWLEDGMENTS;

The Directors take this opportunity to express their appreciation for continued assistance and co-operation received from Banks, Brokers, Business Associates, Customers 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

DIRECTORS

Place: Mumbai Date: 30th July 2010

 
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