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Directors Report of Manvijay Development Company Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

The financial performance of your Company for the year ended March 31, 2014 is summarized

below: (Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 505.91 2.50

Other Income 0.75 2.01

Total Income 506.66 4.51

Total Expenses 459.54 0.44

Profit/(Loss) 47.12 4.07

(-) Exceptional Items - 0.30

Profit/(Loss)Before Tax 47.12 3.77

Tax - -

(-) Current Tax 14.60 1.30

( ) Deferred Tax 0.04 -

Net Profit After Tax 32.56 2.47

(-) Extraordinary Items - 0.36

Net Profit 32.56 2.11

The Company under new management has aggressively started the activities by venturing into trading into real estate activities. The Company has increased the volumes & at the same time ensured that cost effectiveness results into higher profit of Rs. 32.56 lacs against previous year profit of Rs. 2.11 lacs.

Future Outlook:

Your Company is currently focusing its resources in the business segments of infrastructural activities, financing of infrastructure projects, trading into real estate activities & providing operational support for infrastructure activities. The present management has solid presence in and around Mumbai region with an expertise of more than two decades experience. The Company is hopeful that in the coming years it will grow in leaps & bounds, as last year present management took over the Company in the second quarter of the financial year.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review

Subsidiary Companies:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

Change in the Capital Structure of the Company:

There have been changes in the Capital Structure of the Company after 31st March, 2014. The Authorized Share Capital has increased from Rs. 24,00,000/- divided into 2,40,000 equity shares of Rs.10/- each to Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10/- each. Further the Paid- Up Share Capital of the Company has increased from Rs. 24,00,000 divided into 2,40,000 equity shares of Rs. 10/- each to Rs. 3,24,00,000 divided into 32,40,000 Equity Shares of Rs. 10/- each. The Company has issued 30, 00,000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share on Preferential basis to Promoters & Non-Promoters. Apart from the changes in Capital Structure of the Company, there are no material changes & commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Other Corporate Information:

The Company has signed the Tripartite Agreement with CDSL/NSDL (both depositories) & it''s Share Transfer Agents. The equity shares of the Company were admitted by CDSL on 6th January, 2014 & by NSDL by 1st April, 2014. As on 31st March, 2014, all the promoters'' shareholding, i.e. 68.50% of the paid-up Capital of the Company was in dematerialized form. The Board of Directors in its meeting held on 18th July, 2014, has decided to shift the registered office of the Company from the State of West Bengal to Maharashtra, subject to approval of shareholders & concerned authorities. The Company has made application to BSE Limited for listing its securities under Direct Listing Norms of BSE Limited.

Directors:

Mr. Kamal Khaitan, director of the company resigned during the year on account of change in management of the Company. Mr. Iqbal Dholakia, director of the Company also resigned during the year on account of his other business activities. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

During the year under review, Mr. Pradeep Vasant Gupte and Mr. Kantilal L Rathod were appointed as Non-Executive Independent Directors of the Company & Additional Director liable to retire at the ensuing Annual General Meeting.

Independent Director:

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors:

The Statutory Auditors, M/s. Dharmesh M Kansara & Associates, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, are eligible to hold the office for a period of five years up to 2019. The members are therefore requested to appoint M/s. M/s. Dharmesh M Kansara & Associates, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of annual general meeting to be scheduled in 2019 (subject to ratification at every Annual General Meeting) and to fix their remuneration for the year 2014-15.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Directors Responsibility Statement:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no loans, guarantees or investments under section 186.

vi. That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vii. Except for increase in paid-up capital from Rs. 24.00 lacs to Rs. 324.00 lacs, there are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

viii. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report (though the Corporate Governance is not applicable to the Company as the Paid-up Capital of the Company as on 31st March, 2014 was less than Rs. 3.00 Crore).

Managing Director''s Certificate:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration 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.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Manvijay Development Company Limited

Sd/-

Place: Kolkata. Nitin Pradhan Date: 26th August, 2014 Managing Director DIN: 01595576


Mar 31, 2013

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Sales 4.51 5.69

Expenses 0.44 2.88

Operating Profit 4,07 2.81

Less: Exceptional items 0.30 -

Profit/ (Loss)Before Depreciation & Tax 3.77 2.81

Less: Extraordinary items 0.36 -

Profit/(Loss)before Tax 3.41 12.81

Less: Tax 1.30 0.53

Profit after tax 2.11 2.27

YEAR IN RETROSPECT

During the year, there has been change of management through SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011. The Company has not been able to generate revenue as process of change of management took during the year for more than six months, and new management led by Mr. Nitin Manohar Pradhan took control in mid January, 2013. The new management has vast experience in real estate and constructions of residential/commercial/industrial in and around Mumbai During the open offer process there was no activities/business, hence in the said financial year income & profit has declined marginally.

The Company under new management has aggrivesly exploring various realty related deals in the coming year and for that it proposed to raise capital for it.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUB JC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1956. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, having Membership No 120856 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has obtained a certificate as per section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Director of the Company i.e. 14th January, 2013, pursuant to completion of open offer by them, resulting in change of management of the Company. They hold office up to the date of ensuing Annual General Meeting. Notice has been received in writing from members proposing their appointment as the Directors of the Company.

CHANGE OF MANAGEMENT

Pradman Property Consortium of India Private Limited & Preses Constructions Solutions Private Limited, Mumbai based Company fully controlled by Mr. Nitin Manohar Pradhan & Mrs. Hemlata Manohar Pradhan have acquired 68.50% shareholding of the Company by making an open offer under SEBI(Substantial acquisition of shares and takeovers) Regulations, 2011, thereby resulting in change of management of the Company.

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Directors of the Company i.e. 14th January, 2013. Mr. Vijay Dalmia & Mr. Girdhar Dalmia, Directors of the Company (erstwhile management of the Company) resigned i.e. 21st January, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act,1956, in relation to the Annual Financial Statements for the Financial year 2012-2013, your Directors confirm the following:

a in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

d That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Comp (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENtS:

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers investors media financial institutions, and both the Central and State Governments and their agencies and look forward their continued support.

By Order of the Board For Manvijay Development Company Ltd

Nitin Manohar Pradhan (Director)

Date: 30th April, 2013


Mar 31, 2012

Dear Members,

Your Directors are pleased to present their Annual report on the business end operations of the Company together with the Audited Statement for the year ended 31 March, 2012.

FINANCIAl RESULTS

The financial performance of your company for the year ended 31 March, 2013 ' v pany fo! ,r,e year ended March 31. 2013 is summarized is summarized below:

Particulars (Rupess in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Sales 5.69 0.01

expenses 2.88 1.12

Operating Profit 2.81 ( 1.11)

Less: Exceptional items

Profit/ (Loss)Before Depreciation & Tax 2.81 ( 1.11)

Less: Extraordinary items - -

Profit/ (Loss)before Tax 2.81 ( 1.11)

Less: tax 0.53 -

Profit Tax 2.27 (1.11)

YEAR IN RETROSPECT

During the year, there has not been much of business activities resulted in wipping out the loss of the Company.

Dividend

the board of directors does not recommend any dividend for the year under review.

GREEN INITIATIVE IN CORPORATE Governance

The Ministry of Corporate Affairs has undertaken Companies to share documents with its shareholdersrouah GOVemance and allOwed requested to support their green initiative by registerina/undatiL thE * eCtr0n,c mode Members are shares held with the Company.

PUBLIC DEPOSITS

Duung the year your Company has not accepted any Deposits under Section 58A and Section 5SAA of the companies Act, 1956, read With Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The company does not have any subsidary company within the meaning of section 4 of the Companies Act 1956. thus the company not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary, Company within the meaning of section 4 of the Companies Act 1956.thus provisions in respect of submission of consolidated financial results am not appiicaoiti to the Company.

AUDITORS AND COMMENTS ON AUDITORS RFPOPT

The statutory auditors M/s R P Dalmia & Co., Chartered Accountants, Kolkata, having Membership No 008074 holds office unit the conclusion of the ensuing Annual General Meeting and is eligible for reappoinitment.

The Company has obtained a certificate as per section 224(18) of the Companies Act. 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Kamal Khaitan was appointed as additional Directos of the company ie.1st Febuary 2012. He hold office up to the date of ensumg Annual General Meeting. Notice has been received in writing from memmbers propsoing their appointment as the directors of the company. Mr. Manish Dalmia has reSigned as the directos of the company from 1st february,2012 & Board appreciates the valuable contribution made to the company.

DIRECTORS RESPONSIBILTY STATEMEENT

Pursuant to the provisions of section 217 (2AA )of the companies Act,1956 in relation to the Annual Financial Statements for the Financial year 2011-2012, your Directors confirm the following:

a. In the preparation of the annual accounts applicable accoounting standards have been follwed along with proper explanation relating to material departures.

b. That the directors have selected such accounting policies abd applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c.That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

d That Directors have prepared the AnnuaL Accounts on a going concern basis

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXC HANG LEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of the respect to CoroetvWon Energy and Technotog, Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYERS

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum presented under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients.employees.vendors, bankers investors, media financial institutions, and both the Central and State Governments and their agencies and lookvforward to tnejr continued support.

By Order of the Board For Manvijay Development Company Ltd

Kamal Khaitan Date:28th May. 2012 (Director)




Mar 31, 2011

Dear Members,

Your Directors are pleased to present their Annual Report on the Business and operations of the

Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2011 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Sales 0.01 (0.10)

Expenses 1.12 0.83

Operating Profit (1.11) (0.93)

Less: Exceptional items -

Profit/ (Loss)Before Depreciation & Tax (1,11) (0.93)

Less: Extraordinary items - -

Profit/(Loss)before Tax (1.11) (0.93)

Less: Tax - -

Profit after Tax (1.11) (0.93)

YEAR IN RETROSPECT

The Company was earlier engaged in production & sale of laminated jute bags. Due to adverse & irreversible market conditions, the Company has to suspend these activities. Therefore, the assets of the Company have been invested to earn reasonable return. However, the management is actively considering diversifying in other business activities.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act 1956, read with Companies (Acceptance ot Deposits) Rules-, i 975,

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1958 Thus the Company is not required to furnish a statement pursuant to the provisions of Section 2012 of the Companies Act. 1956,

CONSOLIDATED FINANCIAL STATEMENTS

The Company does no! have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956 Thus the provisions in respect of submission of consolidated financial results are not applicable to the- Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s R A Dalmia & Co., Chartered Accountants. KolKsta, having Membership No 006079 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment,

The Company has obtained a certificate as per section 224(18} of the Companies Act, 956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Manish Dalmia, Director of the Company retires by rotation & is eligible for re-appointment as Director of the Company.

DIRECTORS RESPONSE ILiTY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, in relation to the Annual * Financial Statements for the Financial year 2010-2011, your Directors confirm the following:

a In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation reiating to materia departures.

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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper 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 defecting material fraud and other irregularities.

i. That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHA.NGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Repost of the Board of Directors) Rules. 1988 with tespect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fail under the category mentioned i the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year unde; review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1958, read with the Companies (particulars of employees) Rules 1975,

LISTING

The Shares of your Company are presently fisted on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Year Directors wish to place on record their appreciation and acknowledge with gratitude the support and co operation extended by the clients, employees, vendors, bankers investors, media financial institutions, and both the Central and Stale Governments and their agencies and look forward to their continued support.

By Order of the Board For Manvijay Iteyelopment Company Ltd

Vijay Dalmia {Director)

Date: 29th August, 2011

 
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