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Directors Report of Mapro Industries Ltd.

Mar 31, 2015

The Members of Mapro Industries Limited

The Directors have pleasure in presenting before you the 43rd Annual Report togetherwith Audited Accounts and Auditor's Report of the Company for the financial year ended 31 st March, 2015.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

PARTICULARS Year Ended Year Ended 31st March,2015 31st March,2014

Turnover & Other Income 162,165,268 24,599,075

Profit/(Loss) before Taxation 1,607,682 714,832

Less: Tax Expense 496,772 219,779

Profit/(Loss) after Tax 1,110,910 495,053

Add: Balance B/F from the previous year (21,388,603) (21,883,656)

Balance Profit / (Loss) C/F to the (20,277,693) (21,388,603) next year

REVIEW OF OPERATIONS

During the current period of operation, our company has shown a turnover of Rs. 162,165,268/-. Your Directors report that the working of the Company for the year under review has resulted in a profit of Rs. 1,110,910/- (after tax).

CORPORATE OVERVIEW

The company is engaged in the business of civil construction on sub-contract basis. During the year the company entered into trading activity of Iron & Steel and cement.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31,2015.

TRANSFER TO RESERVES

During the year the Company transfers no amount to reserves & Surplus.

SHARE CAPITAL

During the year the Company has increased its Authorized Capital from Rs. 80,000,000 to Rs. 90,000,000/- Therefore the Authorized Equity Share Capital of the Company is Rs.90,000,000/- for the financial year ended 31st March, 2015 , divided into 87,50,000 (Eighty Seven Lacs Fifty Thousand Only) equity shares of Rs.10/- each and 25,000 (Twenty Five Thousand Only) Preference Shares of Rs.100/- each.

The paid up Equity Share Capital as at March 31,2015 stood at Rs. 83,889,250 (Rupees Eight crores thirty eight lacs eighty nine thousand two hundred and fifty only). During the year under review the Company has issued and allotted 1,673,925 equity shares of Rs. 10/- each at par on preferential basis. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31,2015, the Company has no Subsidiary, Joint Venture or Associates Company. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

CORPORATE GOVERNANCE

As per clause 49 of the Listing agreement with the stock exchanges, a separate section on corporate governance

practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE Limited where the Company's Shares are listed.

DETAILS OF AUDITORS:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Rajesh Mohan & Associates, Chartered Accountants,( Firms Registration No: 323131E), the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

- Internal Auditors:

Pursuant to section 138 of the Companies Act, 2013 the company had appointed M/s. KB & Associates as the Internal Auditor of the company to carry out the internal audit of the functions and activities of the company.

- Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Mr. Manoj Kumar Mimani (C.P No. 11601) of R M Mimani & Associates LLP, a firm ofPractising Company Secretaries to conduct the secretarial audit of the company for the financial year 2014-15. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report Annexure- I (MR-3).

Mangement response to the remarks in the report are as under:-

These lapses are technical and inadvertently. The Company has appointed Managing Director, Chief Financial Officer and Internal Auditor on August 14, 2015. The Board of Directors will ensure that such lapses would not occur in future.

- Cost Auditors:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company during the year.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year2014-15, 12(twelve) meetings of the Board of Directors and one meeting of Independent Directors' were held.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION AND NOMINATION COMMITTEE

The composition and terms of reference of the Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain arm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis ; Nil

a. Name(s) of the related party and nature of relationship NA

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract /arrangements/transaction including the value, if any, NA

e. Justification for entering into such contract / arrangements/ transaction NA

f. Date(s) of approval by the Board NA

g. Amount paid as advances , if any, NA

h. Date on which special resolution was passed in general meeting as

required under first proviso to section 188 NA

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of relationship Mapro Gases Limited

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract/arrangements/transaction including the value, if any, NA

e. Date(s) of approval by the Board NA

f. Amount paid as advances , if any, 130,175

VIGIL MECHANISM POLICY

In pursuant to the provision of section 177(9)&(10) of the companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in accordance with section 134(3) of the Companies Act, 2013 in Form No. MGT-9 for the financial year ended March 31,2015 is annexed hereto as Annexure - II and forms partof Director Report.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not required to be furnished considering the nature of activities undertaken by the Company during the year under review.

There were no transactions involving foreign exchange earnings and outgo during the year under review. DETAILS OF DIRECTORS AND KMP

Mr. Atul Kumar Sultania (DIN 00632710),Director of the Company, retires by rotation in terms of provision of section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment

During the year your Company has appointed Mrs. Suman Gupta, (Din: 02143712), as an Additional Independent Non-Executive Woman Director of the Company w.e.f. 26th March, 2015.

During the year under review Mr. Gopalkrishan Balkrishan Somani, (DIN: 00701748) has resigned from the Board of the Company w.e.f. 2ndDecember, 2014.

The details concerning the appointment / re-appointment of Directors are attached to the notice convening the

ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE:

There were material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and date of the report (14th August, 2015).

- Mrs. Sarita Kumari Gupta (Din: 01307748) is appointed as an Additional Independent Non-Executive Woman Director in place of Suman Gupta w.e.f 14th August, 2015.

- Mrs. Suman Gupta (Din: 02143712) has resigned from the Board of the Company w.e.f. 14th August, 2015.

- Mr. Umesh Kumar Kanodia, (Din: 00577231) was appointed as a Managing Director of the Company w.e.f. 14th August, 2015.

- Mr. Amol Burte was appointed as a Chief Financial Officer (CFO) of the company w.e.f. 14th August, 2015.

- KB & Associates was appointed as an internal auditor of the company from 14th August, 2015.

FORMAL ANNUAL EVALUATION

One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, In accordance with the provisions of the Acts and the Corporate Governance requirements as prescribed by securities and Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement.

A separate exercise was carried out to evaluate the performance of individuals Directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non Independence Directors and Boards as a whole also carried out by the Independent Directors.

The Board of Directors in its meeting held on 13th February, 2015 undertook the annual evaluation of its own performance, Board Committee and individuals Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

PUBLIC DEPOSIT

The company has not accepted any deposit within the meaning of the section 74 of the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c) of sub-section (3) shall state that —

- Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- Accounting Policies:The directors had 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.

- Proper Efficient and Care: The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- Going Concern Basis: The directors had prepared the annual accounts on a going concern basis.

- Compliance with all laws & Regulations: The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

- Internal Financial Controls: The directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and operating effectively.

AUDITOR'S REPORT

The Auditors have given their report on the annual accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and need no further clarification.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement are annexed to this Report.

A separate report on Corporate Governance along with the Auditors certificate for its due compliance is forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis as per Clause 49 of the Equity Listing Agreement with the Stock Exchanges is forming part of this Annual Report.

CEO/CFO Certification

The CEO/CFO Certificate on the financial statements of the company as required under clause 49 of theEquity Listing Agreements & forms part of this Annual Report.

PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Company is not having any penalties and punishment neither on itself and nor on its directors.

RISK MANAGEMENT POLICY

The Board of Directors of the company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. This policy is also available on the Company's website www.maproindustries.com.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of Seven Years. Therefore there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of Section 135 of the Companies Act 2013, the CSR provisions were not applicable to the company.

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

The Company has formulated a policy for the prevention of sexual harassment within the company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Complaint Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2014-15. A copy of the Policy against sexual harassment is posted on the Company's Website

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, senior Management and their remuneration. The remuneration policy has been posted on the website of the company.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

The company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

Acknowledgement:

Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity.

By Order of the Board

Sd/- Sd/- Place:Kolkata Umesh Kumar Kanodia Atul Kumar Sultania Date:14th August,2015 Managing Director Director (DIN:00577231) (DIN:00632710)


Mar 31, 2014

The Members of

Mapro Industries Limited

The Directors present their 42nd Annual Report together with the accounts of your Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The Financial Highlights for the year are as under:-

PARTICULARS 2013-2014 2012-2013

Turnover & Other Income 24,599,075 4,930,129

Expenditures 23,884,243 4,965,831

Profit/(Loss) Before Tax 714,832 (35,702)

Less: Provision for Taxations 219,779 (10,373)

Profit/(Loss) After Tax 495,053 (25,329)

OPERATIONS

During the year the company has entered into the business of civil construction of sub-contract basis and has discontinued the trading of welding accessories.

DIVIDEND

In view of the insufficient profit your directors do not recommend any dividend.

DIRECTORS

As per the provisions of the Companies Act, 2013 Shri Umesh Kumar Kanodia (DIN: 00577231) retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company the tenure of Mr. Santosh Lama Director of Company is liable to determination by retirement of Directors by rotation and in respect of which the Company has received requisite notices in writing from members proposing Mr. Santosh Lama for appointment as an Independent Director for a tenure of five years upto March 31, 2019.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company the tenure of Mr. Shambhu Kumar Agarwal Director of Company is liable to determination by retirement of Directors by rotation and in respect of which the Company has received requisite notices in writing from members proposing Mr. Shambhu Kumar Agarwal for appointment as Independent Director for a tenure of five years upto March 31, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

AUDITORS

M/s Rajesh Mohan & Associates., Chartered Accountants Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The Company has received letters from the auditors to the effect that their appointment / reappointment, if made, would be within the prescribed limits specified under the companies act, 2013 and that they are not disqualified for such appointment/re-appointment.

AUDITORS'' REPORT

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, your company has no such employees.

PUBLIC DEPOSITS

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company. Details of foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given hereunder : -

Foreign Exchange Earnings Nil (Previous Year Rs. Nil)

Foreign Exchange Outgo Nil (Previous Year Rs. Nil)

REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement with the BSE Limited is presented in a separate section forming part of the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s 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.

BUSINESS RESPONSIBILITY REPORT

Considering the market capitalization of the company, the requirement relating to inclusion of Business Responsibility Report as mandated by the SEBI vide Circular No. CIR/CFD/DIL/8/2012 dated 13.08.2012 are not applicable to the company.

CONSOLIDATED FINANCIAL STATEMENTS

Since the company has no subsidiaries/joint ventures/associates, the preparation of Consolidated Financial Statements are not applicable to the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance of Section 217 (2AA) of the Companies Act,1956, that:

i) your Company has, in the preparation of the annual accounts for the year ended 31st March, 2014, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

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

iii) they have taken proper and sufficient care to the best of their knowledge and ability, 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; and

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors Of Mapro Industries Limited

Place: Kolkata Director Director Date: 13th August, 2014

Registered Office: 505, Corporate Corner, Sunder Nagar, Malad, Mumbai – 400064.


Mar 31, 2011

The Directors have great pleasure in presenting the Annual Report together with the Audited accounts for the period ended March 31, 2011.

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009 Rs. In Lacs Rs.In Lacs

Sales & Other Income 341.13 227.21

Profit before Depreciation and tax 66.39 17.37

Less : Depreciation 8.45 8.44

Less : Provision for Tax 17.50 _

Less : Provision for Deferred Tax & FBT (0..73) (0.83)

Net Profit after tax 41.17 9.76

Less : Income Tax for earlier years & prior period Adjustment -1.26 0.43

Net Profit 39.91 9.33

Add : Balance brought forward from previous year (276.70) (286.03)

Less : Transfer to General Reserve 9.90 -

Balance carried forward (226.89) (276.70)

OPERATIONS:

Higher income & gross profit has been due to higher turnover of Animal feed division which the company started last year. Contribution from joint Venture, shown under sale of flats & shops, has also been higher

SCHEME OF ARRANGEMENT

The Board of Directors, in order to reorganize & diversify the business operations and to provide focus & attention to the core activities of the gases division & venture division, have decided to hive off its Gas Division and Venture Division to separate companies, Viz. Mapro Gases Ltd and Mapro Ventures Ltd. The company proposes to take up new business activities and diversify into Business of Agrovet Chemicals, PVC pipes and automobile ancillaries. The proposed scheme of Arrangement is subject to approval of Honorable Bombay High Court and other concerned authorities. The appointed date of proposed scheme of Arrangement is 1st April,2011

DIVIDEND:

To make the Company financially sound, your Board has decided not to recommend any dividend for the year ended March 31, 2011.

BOARD OF DIRECTORS:

Ac per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Mr. Prashant Rathi, Director of the Company retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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, 2010.

3. 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.

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

FIXED DEPOSITS:

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under,

AUDITORS:

M/s. CLB & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2012 as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS:

Notes on account and other observations made in Auditors Reports are self- explanatory. However in case of non-availability of actuarial valuation in respect of gratuity and leave encashment the company is in the process of rectifying the same during current year.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required the Secretarial Compliance Certificate obtained from a Practicing Company Secretary is attached herewith.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

LISTING:

The Company has listed its Equity Shares on Mumbai Stock Exchange Limited, Mumbai.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companies customers and bankers for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.



Registered Office: For and on behalf of the Board

154-A,Mittal Court, For MAPRO INDUSTRIES LIMITED

Nariman Point,

Mumbai 400 021.

25.06.2011 (Chairman Cum Managing Director)


Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report together with the Audited accounts for the period ended March 31, 2010.

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009

Rs. In Lacs Rs.In Lacs

Sales & Other Income 227.21 215.91

Profit before Depreciation and tax 17.37 9.73

Less : Depreciation 8.44 9.16

Less : Provision for Tax - _

Less : Provision for Deferred Tax & FBT (0..83) (0.98)

Net Profit after tax 9.76 1.55

Less : Income Tax for earlier years 0.43 2.99

Add : Balance brought forward from previous year (286..03) (284.59)

Less : Transfer to General Reserve - _

Balance carried forward (276.70) (286.03)

OPERATIONS:

Improvement in gross profit has been due to higher turnover & cost reduction as result of cost control measures & better financial planning inspite increase in power cost. Second Joint Venture for development of housing cum commercial complex at Panvel was completed last year. Sales proceeds have been shown under sale of flats & shops. Companys trading division has started trading in animal feed & look forward for reasonable growth in current year.

DIVIDEND:

To make the Company financially sound, your Board has decided not to recommend any dividend for the year ended March 31, 2010.

BOARD OF DIRECTORS:

Ac per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Mr. Prashant Rathi, Director of the Company retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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, 2010.

3. 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.

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

FIXED DEPOSITS:

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under,

AUDITORS:

M/s. CLB & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2011 as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS:

Notes on account and other observations made in Auditors Reports are self- explanatory. However in case of non-availability of actuarial valuation in respect of gratuity and leave encashment the company is in the process of rectifying the same during current year.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required the Secretarial Compliance Certificate obtained from a Practising Company Secretary is attached herewith.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

LISTING:

The Company has listed its Equity Shares on Mumbai Stock Exchange Limited, Mumbai.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys customers and bankers for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

154-A,Mittal Court, For MAPRO INDUSTRIES LIMITED

Nariman Point, Mumbai 400 021. 06.09.2010 (Chairman Cum Managing Director)

 
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