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Directors Report of Mavens Biotech Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 33rd Annual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the year ended 31st March, 2015.

The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in lacs)

Particulars 31st March, 2015 31st March, 2014

Income 113.71 92.48

Less: Expenses 73.28 63.23

Profit before Depreciation & Taxation 40.43 29.25

Less: Depreciation 27.56 21.81

Profit before Taxation 12.87 7.44

Less: Taxation 4.31 1.24

Add: Deferred Tax (4.03) (1.23)

Less: Taxation for earlier year 0 0.61

Net Taxation 0.28 0.62

Profit after Taxation 12.59 6.82

Balance as per last Balance Sheet 583.83 577.01

Less: Depreciation in respect of assets whose useful life is over 9.98 0

Add: Transfer from General Reserve 9.98 0

Balance carried to Balance Sheet 596.42 583.83

OPERATIONS

The Total Income for the financial year under review is Rs. 113.71 lacs against Rs. 92.48 lacs in previous year. The Net Profit generated by the Company during the year under review is Rs. 12.59 lacs as compared to Rs. 6.82 lacs during the previous year.

DIVIDEND AND TRANSFER TO RESERVE

Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2014-2015. Hence there has been no transfer to Reserves during the financial year 2014-2015.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from public.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

SHIFTING OF REGISTERED OFFICE

The Company has shifted its registered office to Room No. 407, 4th Floor of premises No. 4, Clive Row, Kolkata - 700001 w.e.f 05th January, 2015 for better accommodation.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by The Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 25/08/2014, the Members had approved the terms of appointment of Mr. Hanuman Ma! Singhi upto (28/05/2017), Mr. Netra Bahadur Ranabhat (12/11/2018), Mrs. Chanderkala Devi Lakhotia (five years upto the conclusion of thirty Seven Annual General Meeting) as Independent Directors of the Company.

Mr. Rahul Anand Fulfagar retires by rotation and being eligible has offered himself for re-appointment.

During the year, the Non-executive Director of the company had no pecuniary relationship or transaction with company.

The Company has been appointed Mr. Ganga Sahai as a Chief Financial Officer with terms, pursuant to the provisions of Section 203 of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement of the Stock Exchanges with effect from 31/03/2015.

Ms. Kapila Tanwar, Member of The Institute of Company Secretaries of India has been appointed as Company Secretary (Key Managerial Personnel) cum Compliance Officer of the Company w.e.f 11/08/2015 pursuant to Section 203 and other applicable provisions of the Companies Act, 2013, in place of Ms. Kavita Dhanerwal, Company Secretary cum Compliance Officer of the Company who has resigned due to her pre -occupation on11/08/2015.

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms the part of the Directors Report.

REMUNERATION OF THE KEY MANAGERIAL PERSONNEL

Mr. Bharat Kumar Sah (Whole Time Director) has received remuneration of Rs. 290500/- during financial year 2014- 2015.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 31st March, 2015 and of the profits of the Company for the year ended on that date;

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

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that Directors have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(vi) that Directors have devised proper systems to ensure compliance with the provisions of all applicable laws we're and that such systems and were adequate and operating effectively.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are included in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The Company's policy appointment and remuneration and other matter provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which part of the director's report.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame implement and monitor risk management plan for the Company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

NO OF MEETING OF THE BOARD

During the year, 7 (seven) Board Meetings were convened and held.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure A".

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given declaration that they meet the criteria of Independence as laid down U/S 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchange(s) so as to qualify themselves to be appointed as Independent Directors.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated 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 evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors at their separate Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has adopted the Whistle Blower policy. The policy has provided a mechanism for director employees and other persons dealing with the Company to report to the Chairman of the Audit Committee any instances of unethical behavior actual or suspended framed or violation of the code of conduct of the Company .

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the Company has made investments in earlier years, details of which are given in the Financial Statements.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence, enclosing of Form AOC-2 is not required.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s Mohindra Arora & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & her Report:

Ms. Kavita Thaker, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure B" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

3. Internal Auditor

The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given below :

Sales and Profitability

The current year was a challenging year for your Company. The Company is trading in agricultural commodities and its allied products. The Company has managed to maintain a growth trajectory in its financial performance in the current year.

Marketing and Market Environment

The world is witnessing a new trend wherein developing countries like India, China, Brazil & other emerging markets are driving the global economy with their rising domestic consumption patterns. This sustained increase in consumption has led to investment analysts realizing the growth potential of a new asset class namely Commodities.

Commodities have also evolved as an asset class with the development of various commodity future indices. The performance of commodities as an asset class is usually measured by the returns on a commodity index, such as the Rogers international Commodity Index (RICI), which tracks the return in 36 different commodity products. In the last 9 years, the RICI Index has given compounded annualized returns of 18.31% as compared to 17.22% returns given by BSE SENSEX.

Future Prospects and Government Policy

India is set to emerge as the world's fastest-growing major economy by 2015 ahead of China, as per the recent report by The World Bank. India's Gross Domestic Product (GDP) is expected to grow at 7.5 per cent in 2015.

The improvement in India's economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI's inflation focus supported by benign global commodity prices.

India's economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs. 129.57 trillion (US$ 2.01 trillion) for the year 2015 compared to Rs. 118.23 trillion (US$ 1.84 trillion) in 2014.

Risk and Concerns

The Company is consolidating its existing operations and the Company has not taken is no new project in Company. The government policy will address the widening demand-supply gap in food grain production.

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

The statement of particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo are given below:

a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review.

c) No Expenditure has been made for research and development during the year under review.

d) There were no Foreign Exchange earnings or out go during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. However, the Court and /or CLB imposed the nominal fine to Directors and Key Managerial Personnel against certain cases issued by the Ministry of Corporate affairs and same has been disposed of and in spite of that some cases are still under process for disposal.

LISTING OF SHARES

The Equity Shares of your Company are listed with The Calcutta Stock Exchange Ltd. and are also traded under permitted category at BSE Limited. Listing fees has already been paid in pursuance to Clause 38 of the Listing Agreement.

SHARES

The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftmen of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013.

There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website www.mavensbiotech.com on a regular basis.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole Time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

By Order of the Board

For Mavens Biotech Limited

Place : Kolkata

Date : 20/08/2015 Bharat Kumar Sah

(Whole Time Director


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 32nd Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2014. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in Lacs)

For the year ended 31st March, 2014 31st March, 2013

Total Income 3824.03 4582.14

Profit before Depreciation & Tax 29.25 102.76

Less – Depreciation 21.81 28.15

Profit before Tax 7.44 74.61

Less – Provision for Tax 0.62 3.89

Profit after Tax 6.82 70.72

Add: Balance of Profits for earlier years 577.01 506.29

Balance available for Appropriation 583.83 577.01

PERFORMANCE

The Total Income for the financial year under review is Rs.3824.03 Lacs against Rs. 4582.14 Lacs in previous year. The Net Profit generated by the company during the year under review was Rs. 6.82 Lacs as compared to Rs. 70.72 Lacs during the previous year.

DIVIDEND

Due to growing requirement of funds in business activities, your Directors do not propose any dividend for the FY 2013-14 (Previous Year – Nil).

DIRECTORS

As on date, the Board of Directors of the Company comprises Five Directors of which three are Non- Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013. Appointment.

In terms of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term up to five years on the Board of a Company.

The Board of Directors in their meeting held on 15.07.2014 has appointed Mr. H. M. Singhi and Mr. N. B. Ranabhat as the Independent Directors of the Company for a term of five consecutive years for a term up to 28.05.2017 and 12.11.2018 respectively .

Mr. M. D. Kanther resigned from the Board and Audit Committee as well as / Share Holders / Investors Grievances Committee w.e.f. 13/11/2013, due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the company.

Mr. H. S. D. Talreja resigned from the Board and Audit Committee as well as / Share Holders / Investors Grievances Committee w.e.f. 13.11.2013 due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the company.

Pursuant to section 149,152 Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules 2014, Mrs. Chanderkala Devi Lakhotia (Woman Director) is appointed as Independent Director of the company w.e.f 15.07.2014 for a term of five years.

The tenure of Mr. Bharat Kumar Sah, Whole Time Director will expire on 31.07.2014 and his reappointment as Whole Time Director for further period of three years w.e.f. 01.08.2014,as approved by the Board of Directors but subject to approval of the members.

The Notice convening the Annual General Meeting includes the proposals for appointment / re- appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting, as stipulated under Clause 49 of the Listing Agreement.

LISTING OF SHARES

Equity shares of your Company are continued to be listed with Calcutta Stock Exchange and are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the Listing Agreement.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programmes with the activities of the entire organisation under its ambit. The internal audit programme is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountant (Registration No 00655IN) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Mohindra Arora & Co., Chartered Accountant (Registration No. 00655IN) are eligible to be re- appointed for a period of 4 years which is subject to annual ratification by the members of the Company.

The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s. Mohindra Arora & Co., Chartered Accountant (Registration No 00655IN) as the statutory auditors of the Company for a period of four years, subject to the approval of the members at the Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors'' Report which require any explanation from the Board of Directors.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the Listing Agreement.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the Listing Agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

FIXED DEPOSITS

The company has not accepted any public deposit and, since incorporation u/s 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company''s auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the Listing Agreements with the Stock Exchange is annexed hereto.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole time Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2013-14 forms part of the Corporate Governance 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 Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the company to achieve its current status.

The company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs with employees'' aspirations.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of employees) Rules 1975.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company''s website www.mavensbiotech.com. on a regular basis. The Company law Board and other concern authority have issued order(s) to enforce the legal & requisite compliance under Provisions of the Companies Act (as amended) accordingly.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that:

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

(ii) 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 31st March, 2014 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

The statement of particulars under section 217(1)(e) of the Companies Act,1956 regarding conservation of energy, technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c.i) No Expenditure has been made for research and development during the year under review.

c.ii) To enhance its capability and customer service, the company continues to make investment in R&D. The R&D activities are carried out in-house in the e-business solutions, knowledge management, Software development, etc.

c.iii) The benefits of R&D have led to improved performance due to upgradation of existing knowledge. The R&D has resulted in direct benefits in improved productivity and customer service.

c.iv) The on-going process of R&D will be directed towards creation of new software tools and utilities, development of advanced techniques and process and will help in the development of the company. The company will continue to leverage new technologies and upgrade existing performance. This will enable the company to introduce and implement new technology to meet changing market.

d) There were no Foreign Exchange earnings or out go during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors For Mavens Biotech Limited

Place : Kolkata Date : 25/07/2014 Bharat Kumar Sah (Whole Time Director)


Mar 31, 2013

TO THE SHAREHOLDERS

Dear Shareholders,

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2013. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in Lacs)

For the year ended 31st March, 2013 31st March, 2012

Total Income 4582.14 4557.37

Profit before Depreciation & Tax 102.76 117.79

Less – Depreciation 28.15 37.20

Profit before Tax 74.61 80.59

Less – Provision for Tax 3.89 10.28

Profit after Tax 70.72 70.31

Add: Balance of Profits for earlier years 506.29 435.98

Balance available for Appropriation 577.01 506.29

PERFORMANCE

The Total Income for the financial year under review is Rs.4582.14 Lacs against Rs. 4557.37 Lacs in previous year. The Net Profit generated by the company during the year under review was Rs. 70.72 Lacs as compared to Rs. 70.31 Lacs during the previous year.

DIVIDEND

Due to growing requirement of funds in business activities, your Directors do not propose any dividend for the FY 2012-13 (Previous Year – Nil).

DIRECTORS

Mr. Hanuman Mal Singhi was appointed as an additional Director of the Company w.e.f. 07/11/2012. He holds the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice together with necessary deposit, as provided under section 257 of the Companies Act 1956, from a shareholder proposing the appointment of Mr. Hanuman Mal Singhi as a Director of the Company at the ensuing Annual General Meeting.

Mr. Shyam Sunder Pandey has resigned as Director with effect from 07/11/2012 due to his preoccupation. The Board placed on record the valuable contribution made by him in the deliberations of the meetings ofthe Board and committee (s) during his tenure as a director.

Mr. R. A. Fulfagar, director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Your directors commend their reappointment

Corporate Social Responsibility

The Company has adopted Corporate Social Responsibility Initiatives and focuses on key areas as education, healthcare etc in accordance with the provisions of the relevant Acts and rules made there on.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the listing agreement.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor''s Report are properly explained in the financial statements.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

Your Company remains committed to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid down systems and policies are comprehensively and frequently monitored by your company''s management at all levels of the organization. The audit committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosure.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company''s auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the listing of agreements with the Stock Exchange is annexed hereto.

HUMAN RESOURCE DEVELOPMENT

The Company believes that people are its biggest strength in line with the vision to create a large and world class agri biotech company. Human resources are the key pillar for any organization and especially so for Mavens Biotech Limited. With this strong belief the Company imparts to its employees, regular training for constant development and honing up their skills with the latest advanced techniques in the relevant area of functioning.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that::

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 31st March, 2013 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

The statement of particulars under section 217(1)(e) of the Companies Act,1956 regarding conservation of energy , technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company, being involved in Trading and IT activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development during the year under review. However, as the company, moves into the new areas of business development of seed production and manufacture of secondary nutrients and neem based products, the company will establish an R & D laboratory that will be directed towards creation of new products, development of advanced techniques & process and will help in the development of the company.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support. For and on behalf of the Board of Directors

For Mavens Biotech Limited

Place : Kolkata

Date : 29/07/2013 Bharat Kumar Sah

(Whole Time Director)


Mar 31, 2012

The Directors are pleased to present the 30th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2012. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in Lacs)

For the year ended 31st March, 2012 31st March, 2011

Total Income 4557.37 5309.68

Profit before Depreciation & Tax 117.79 132.46

Less - Depreciated 37.20 41.06

Profit before T 80.59 91.40

Less - Provision for T 10.28 -0.08

Profit after Tax 70.31 91.48

For the year ended 31st March, 2012 31st March, 2011

Add: Balance of Profits for 435.98 344.50 earlier years

Balance available for Appropriation 506.29 435.98

PERFORMANCE

The Total Income for the financial year under review is Rs.4557.37 lacs against Rs. 5309.68 lacs in previous year registering a decline of about 14.17%. The Net Profit generated by the company during the year under review was Rs. 70.31 lacs as compared to Rs. 91.48 lacs during the previous year registering a downfall of about 23.14%.

DIVIDEND

Due to growing requirement of funds in business activities, your Directors do not propose any dividend for the FY 2011-12 (Previous Year - Nil).

DIRECTORS

Mr. Haresh Sunder Das Tareja was appointed as an additional Director of the Company w.e.f. 30/05/2012. He holds the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice together with necessary deposit, as provided under section 257 of the Companies Act 1956, from a shareholder proposing the appointment of Mr.Haresh Sunder Das Talreja as a Director of the Company at the ensuing Annual General Meeting.

Mr. Baldev Singh has resigned as Director with effect from 30/05/2012 due to his preoccupation. The Board placed on record the valuable contribution made by him in the deliberations of the meetings of the Board and committee (s) during his tenure as a director.

Mr. M. D. Kanther, director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Your directors commend their reappointment

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the listing agreement.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor's Report are properly explained in the financial statements.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

Your Company remains committed to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid down systems and policies are comprehensively and frequently monitored by your company's management at all levels of the organization. The audit committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosure.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the listing of agreements with the Stock Exchange is annexed hereto.

HUMAN RESOURCE DEVELOPMENT

The Company believes that people are its biggest strength in line with the vision to create a large and world class agri biotech company. Human resources are the key pillar for any organization and especially so for Mavens Biotech Limited. With this strong belief the Company imparts to its employees, regular training for constant development and honing up their skills with the latest advanced techniques in the relevant area of functioning.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that::

(i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 31st March, 2012 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

The statement of particulars under section 217(1)(e) of the Companies Act,1956 regarding conservation of energy , technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company, being involved in Trading and IT activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development during the year under review. However, as the company, moves into the new areas of business development of seed production and manufacture of secondary nutrients and neem based products, the company will establish an R & D laboratory that will be directed towards creation of new products, development of advanced techniques & process and will help in the development of the company.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act,1956 read with companies ( Particulars of employees) Rules 1975.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

For Mavens Biotech Limited

Place : Kolkata

Date : 03/08/2012

Bharat Kumar Sah

(Whole Time Director)


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 29th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2011. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in Lacs)

For the year ended 31st March, 2011 31st March, 2010

Total Income 5309.68 4787.89

Profit Before Depreciation 132.46 373.31 & Tax

Less - Depreciation 41.06 37.16

Profit Before Tax 91.40 336.15

Less - Provision for Tax -0.08 7.10

Profit After Tax 91.48 329.05

Add: Balance of Profits for 344.50 164.09 earlier years

Balance available for 435.98 493.14 Appropriation

APPROPRIATIONS

Dividend (including Dividend Tax) 0 115.74

General Reserve 0 32.90

Balance carried to Balance Sheet 435.98 344.50

PERFORMANCE

The Total Income for the financial year under review is Rs.5309.68 lacs against Rs.4787.89 lacs in previous year registering a growth of about 10.90 %. The Net Profit generated by the company during the year under review was Rs. 91.48 lacs as compared to Rs. 329.05 lacs during the previous year registering a downfall of about 72.20%.

DIVIDEND

Due to growing requirement of funds in business activities, your Directors do not propose any dividend for the FY 2010-11 (Previous Year 9% on equity share of Face Value of Re.1/-each).

DIRECTORS

During the year under review, Mr. Anil Jain and Mr.Lalit Garg have resigned as Directors due to their pre occupation. Your Directors place on record their appreciation for the services rendered by themselves during their tenure as directors of the company.

The tenure of Mr. Bharat Kumar Sah, Whole Time Director will expire on 31/07/2011 and his re-appointment as a Whole Time Director for further period of three years w.e.f. 01/08/2011, as approved by the Board of Directors but subject to approval of the members.

Mr. Bharat Kumar Sah terms of re-appointment and remuneration are detailed out in the explanatory statements accompanying in the notice of the Annual General Meeting

Mr. Shyam Sunder Pandey was appointed as an Additional Director of the Company w.e.f. 11/04/2011. He holds the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice together with necessary deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Mr. Shyam Sunder Pandey as a Director of the Company at the ensuing Annual General Meeting.

Mr. Rahul Anand Fulfagar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

None of the Director of the Company are disqualified for being appointed as Director as specified in Section 274 (1) (g) of the Companies Act, 1956,

Necessary resolutions for the appointment or/re-appointment of the aforesaid Directors have been included in the notice convening the Annual General Meeting.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India. Listing fees has already been paid in pursuance to clause 38 of the listing agreement. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor's Report are suitably explained in the notes to the account.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the listing of agreements with the Stock Exchange is annexed hereto.

HRD INITIATIVES

Your Directors want to place on record their appreciation of the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the company to achieve the current status it enjoys in the industry.

It is the endeavour of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation. All our manpower initiatives are implemented with the aim of maximizing productivity and aligning organizational needs with employee's aspirations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) The directors have selected such accounting policies and applied them consistently and made judg- ments 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 31st March 2011 and of the profit of your company for that period;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed in Companies (Particulars of Employees) Rules, 1975 as amended.

TECHNOLOGY, R&D AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of The Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the company. The company has not incurred any expenditure or earned any income in foreign exchange during the period under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

Bharat Kumar Sah (Whole-time Director) Date: 27/07/2011 Place: Kolkata


Mar 31, 2010

The Directors are pleased to present the 28th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2010. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in Lacs)

For the year ended 31st March, 2010 31st March, 2009

Total Income 4787.89 2154.15

Profit Before Depreciation & Tax 373.31 142.11

Less - Depreciation 37.16 46.73

Profit Before Tax 336.15 9538

Less - Provision for Tax 7.10 36.31

Profit After Tax 329.05 59.07

Add: Balance of Profits for earlier years 164.09 149.51

Balance available for Appropriation 493.14 208.58

APPROPRIATIONS

Dividend (including Dividend Tax) 115.74 38.58

General Reserve 32.90 5.91

Balance carried to Balance Sheet 344.50 164.09



PERFORMANCE

The Total Income for the financial year under review is Rs.4787.89 lacs against Rs. 2154.15 lacs in previous year registering a growth of about 122.26 %. The Net Profit generated by the company during the year under review was Rs. 329.05 lacs as compared to Rs. 59.07 lacs during the previous year registering a growth of about 299.35 %.

DIVIDEND

Your Directors recommend a dividend of 9% (Previous Year 3%) on equity share of Re. l/- each for the year ended 31st March 2010. The dividend including dividend tax aggregate to Rs. 115,74,081/- as against a Rs. 38,58,027/- for the previous year.

DIRECTORS

Mr. B. Singh, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Anil Jain was appointed as an Additional Director in the Board Meeting held on 28/05/2010 and would retire at this Annual General Meeting. A notice from a member was received under Section 257 of the Companies Act, 1956, signifying his intension to propose the appointment of Mr. Anil Jain as the Director of the Company.

Mr. Mohit Sharma ceased to be Director of the Company w.e.f. 28/05/2010. Your Company is thankful for the contribution made by Mr. Sharma for the progress of the Company.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India Listing fees has already been paid in pursuance to clause 38 of the listing agreement.-Equity shares of the company are also traded under permitted category at Bombay Stock Exchange.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

CORPORATE GOVERNANCE & AUDIT COMMITTEE

Pursuant to clause 49 of the listing agreement your Company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the listing agreement of the Stock Exchange with which the Company is listed are complied

A separate report on Corporate Governance and the Auditors certificate on its compliance are annexed hereto and forms part of this Annual report

HRD INITIATIVES

Your Directors want to place on record their appreciation of the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the company to achieve the current status it enjoys in the industry.

It is the endeavour of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation. All our manpower initiatives are implemented with the aim of maximizing productivity and aligning organizational needs with employees aspirations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) 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 31st March 2010 and of the profit of your company for that period;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed in Companies (Particulars of Employees) Rules, 1975 as amended.

TECHNOLOGY, R&D AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of The Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the company. The company has not incurred any expenditure or earned any income in foreign exchange during the period under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

Bharat Kumar Sah

Place: Kolkata (Whole-time Director)

Date: 20/08/2010

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