Mar 31, 2015
TO THE MEMBERS OF MEGA CORPORATION LIMITED
The Directors have pleasure in presenting the 30th Board's Report of
Mega Corporation Limited ("the Company") for the financial year ended
31st March 2015.
1. FINANCIAL RESULTS
(Rupees in Lakh)
Particulars Standalone
2014-15 2013-14
Income from Operations 130.78 52.99
Other Income 1.39 8.57
Total Income 132.17 61.56
Operating Expenses 59.97 57.56
Depreciation and Amortization 39.42 104.18
Interest 1.01 0.82
Other Expenses 30.70 25.42
Profit/ (Loss) before Tax 1.07 (126.42)
Tax Expenses
- Previous Year 0.02 0.12
- Deferred Tax (4.24) (53.64)
Net Profit/ (Loss) for the Year 5.29 (72.90)
Amount brought forward 1620.80 1693.70
Balance carried to Balance Sheet 1626.09 1620.80
2. DIVIDEND
Due to insufficiency of profits, your Directors are not recommending
any dividend.
3. TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
4. MATERIAL CHANGES
No material changes and commitments have occurred after the close of
the year till the date of this report, which affect the financial
position of the Company.
5. OPERATING RESULTS AND BUSINESS OPERATIONS
During the year 2014-2015, the Company earned the revenue of Rs 132.17
Lacs as compared to Revenue of Rs. 61.56 Lacs in Financial Year
2013-14. Profit before tax is Rs. 1.07 Lacs as against the Loss of Rs.
126.42 Lacs in the previous financial year.
Mega Corporation Limited is engaged in the business of operating
Nationwide Air Charter Services (Non- Scheduled Air Craft). Mega Air
Charter provides Safe, secure and comfortable journey with better
services as compared to those available on a commercial flight. The
said Aircraft has been given on lease to M/s Deccan Charters Private
Limited for operation and maintenance, since the Directors thought it
to be more beneficial and in the best interests of the Company.
6. HUMAN RESOURCES DEVELOPMENT
Your Company has continuously adopted structures that help attract best
external talent and promote internal talent to higher roles and
responsibilities. The Company's people centric focus providing an open
work environment fostering continuous improvement and development
helped several employees realize their career aspirations during the
year.
Company's Health and Safety Policy commits to provide a healthy and
safe work environment to all employees. The Company's progressive
workforce policies and benefits have addressed stress management,
promoted work life balance.
At present, there are two regular employees in your Company.
7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As there are only two regular employees in your Company, comprising of
one male and female, the requirement of formation of committee and
policy under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not there.
8. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business
excellence to achieve sustainable growth. Innovation in services and
business models is a key agenda of the Management along with a
customer-focused culture towards building long-term customer
relationships.
9. SUBSIDIARY COMPANY
Your Company has a subsidiary namely Mega Airways Limited. There is no
associate company within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of
business of the subsidiary. The said subsidiary is not a material
subsidiary
In terms of proviso to sub section (3) of Section 129 of the Act, the
salient features of the financial statement of the subsidiary is set
out in the prescribed form AOC-1, which forms part of this report.
10. AMALGAMATION
At the respective meetings held on 20th April, 2015, the Board of
Directors of the Company and of its subsidiary company- Mega Airways
Limited (MAL), have approved a scheme of amalgamation ("Scheme")
between your Company, MAL and their respective shareholders and
creditors under Sections 391 to 394 of the Companies Act, 1956. Your
Company has applied to the Reserve Bank of India and the BSE for
obtaining No Objection Certificate from the respective authorities. The
appointed date of the proposed scheme is 1 April, 2015.
11. CORPORATE GOVERNANCE REPORT
As per Clause 49 of the listing agreement entered into with the BSE,
Corporate Governance Report with Auditors' certificate thereon and
Management Discussion and Analysis report are given in a separate
section in this Annual Report.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, the directors
hereby confirm that:
i. in the preparation of the annual accounts for the financial year
2014-15, the applicable accounting standards have been followed and
there are no material departures;
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 at the end of the financial year and of the profit of the
Company for the financial year;
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. They confirm that
there are adequate systems and controls for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
operating properly; and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
13. AUDITORS AND SECRETARIAL AUDITORS REPORT
There is no disqualification, reservation or adverse remark in the
report of Auditors and Secretarial Auditors. The Secretarial Audit
Report for financial year ended March 31, 2015 is annexed to this
report as Annexure - D.
14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURES
Your Directors are of the opinion that particulars with respect to
conservation of Energy and technology Absorption as per Rule 8(3) of
the Companies (Accounts) Rules, 2014 are not relevant in view of the
nature of business activities of the company and hence are not required
to be given.
The Company neither has any manufacturing unit nor any other activity
where high levels of energy are used. The only usage of energy by the
Company is in its office, where efforts are always made to save energy.
The Foreign exchange earnings during the year was Nil (Previous Year
Nil) and outflow during the year was Rs. 63,586/- (Previous year Rs.
69,99,891/-).
15. BOARD EVALUATION
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board was carried out
during the year under review based on questionnaire and feedback from
all the Directors on the Board as a whole, Committees and
self-evaluation.
The evaluation involves Self- Evaluation by the Board Member(s) and
subsequent assessment by the Board of Directors. A member of the Board
does not participate in discussion of his/her evaluation. The
performance of every director was evaluated in the meeting of the
Nomination and Remuneration Committee (NRC).
A separate meeting of the independent directors ("Annual ID meeting")
was convened, which reviewed the performance of the Board (as a whole),
the non-independent directors and the Chairman. Post the Annual ID
meeting, the collective feedback of each of the Independent Directors
was discussed by the Chairman of the NRC with the Board's Chairman
covering performance of the Board as a whole; performance of the
non-independent directors and performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows Â
Performance evaluation of Directors:
- Attendance at Board or Committee meetings.
- Contribution at Board or Committee meetings.
- Guidance/ support to management outside Board/ Committee meetings.
Performance evaluation of Board and Committees:
- Degree of fulfillment of key responsibilities.
- Board culture and dynamics.
- Quality of relationship between Board and management.
- Efficacy of communication with external stakeholders.
16. DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
17. DIRECTORS
Mr. Surendra Chhalani was also appointed as CFO w.e.f. 30 May, 2014 in
accordance with the provisions of the Act.
Mrs. Anisha Anand was appointed as an Additional Director w.e.f. 23
June, 2014, based on the recommendation of Nomination and Remuneration
Committee made at its meeting held on 16th June, 2014 and regularized
by the Shareholders at the Annual General Meeting of the Company held
on 30.09.2014.
Mr. Shurab Kumar has been redesignated as Whole- Time Director of the
Company w.e.f. 20th April, 2015.
Mr. Hulas Mal Lalani, Director, retires by rotation and being eligible,
has offered himself for re-appointment. The Board recommends the same
for your approval.
18. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act, your Company has
following Key Managerial Personnel(s):
- Mr. Shurab Kumar- Whole-Time Director;
- Mr. Surendra Chhalani- Chief Financial Officer;
- Ms. Urvashi Aggarwal- Company Secretary.
19. AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s Sipani & Associates, Chartered Accountants, were
appointed as Statutory Auditors of the Company from the conclusion of
the 29th Annual General Meeting (AGM) of the Company till the
conclusion of the 32nd AGM to be held in the year 2017, subject to
ratification of their appointment at every AGM.
20. PARTICULARS OF EMPLOYEES
None of the employees of your company is drawing remuneration exceeding
limits laid down under the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Further, the information required under the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure- F and forms part of this report.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company, at present, does not fall in any of the criteria(s) as
provided under Section 135 of the Companies Act, 2013 and the rules
framed thereunder.
22. MEETINGS OF THE BOARD OF DIRECTORS
During the year 2014-15, 09 (Nine) meetings of the Board of Directors
were held as follows:
1. 30 May 2014,
2. 23 June 2014,
3. 14 August 2014,
4. 4 September 2014,
5. 30 September 2014,
6. 10 November 2014,
7. 1 December 2014,
8. 12 February 2015, and
9. 31 March, 2015.
The maximum time gap between any two consecutive meetings did not
exceed 120 days. Details of the Board Meeting are provided in the
Report on Corporate Governance, which forms a part of this Report.
23. COMPOSITION OF COMMITTEES
a) Audit Committee
The Audit Committee of your Company consists of Mr. Sachin Mehra as
Chairman and Mr. Ajay Chopra and Mr. Surendra Chhalani as members of
the Committee. Further, all recommendations made by Audit Committee
were accepted by the Board of Directors.
b) Nomination And Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. Sachin
Mehra, Mr. Ajay Chopra and Mr. Surendra Chhalani.
Further, all recommendations made by Nomination and Remuneration
Committee were accepted by the Board of Directors.
c) Stakeholder Relationship Committee
Stakeholders Relationship Committee comprises of Mr. Sachin Mehra as
Chairman with Mr. Ajay Chopra and Mr. Surendra Chhalani as members of
the Committee.
The Committee is set up to monitor the process of share transfer, issue
of fresh Share Certificates as well as review of redressal of
investors/shareholders grievances.
24. POLICY FOR DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration,
including criteria for determining qualification, positive attributes,
independence of Director and other matters provided under sub-section 3
of section 178 of the Companies Act, 2013,adopted by the Board is
annexed to this report as Annexure C.
25. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis
and are in compliance with the applicable provisions of the Act and the
Listing Agreement. There are no materially significant related party
transactions made by the company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the
interest of the company at large.
All Related Party Transactions are presented to the Audit committee.
Omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of related party transactions was
presented before the Audit Committee on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The company has not made any investment and has not given any guarantee
under Sec 186 of the Companies Act, 2013. Details of loans covered
under the provisions of Section 186 of the Companies Act, 2013 are
given in the Notes to the financial statements.
27. PAYMENT OF LISTING FEES
Your Company has paid Listing fees for the Financial year 2015-16 to
the BSE.
28. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in the prescribed Form MGT-9,
is appended as Annexure- E to this Board's Report.
29. RISK MANAGEMENT POLICY
Enterprise Risk Management is a risk based approach to manage an
enterprise, identifying events that may affect the entity and manage
risks to provide reasonable assurance regarding achievement of entity's
objective.
The risks identified by the Company broadly fall into the following
categories viz. strategic risks, operational risks, regulatory risks,
financial and accounting risks, foreign currency and other treasury
related risks and information systems risks. The risk management
process consists of risk identification, risk assessment, risk
prioritization, risk treatment or mitigation, risk monitoring and
documenting the new risks.
Your Board has laid down a risk management framework and policy to
address the above risks. The objective of the policy is to identify
existing & emerging challenges that may adversely affect the Company
and manage risks in order to provide reasonable assurance to the
various stakeholders. In the opinion of your Board, none of the risks
which have been identified may threaten the existence of the Company.
30. DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
31. VIGIL MECHANISM
Your Company has established 'Vigil Mechanism' for directors and
employees to report concerns about unethical behavior, actual or
suspected, fraud or violation of the Company's code of conduct or
ethics policy and provides safeguard against victimization of employees
who avail the mechanism. The policy permits all the directors and
employees to report their concerns directly to the Chairman of the
Audit Committee of the Company.
32. INTERNAL FINANCIAL CONTROLS
Your Company has a well placed, proper and adequate internal financial
control system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and
reported correctly.
33. SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
Operations in future.
34. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates
for their support and contribution during theyear. The Directors would
also like to thank the employees, shareholders, customers, suppliers,
bankers and regulatory and government authorities for the continued
support given by them to the Company and their confidence reposed in
the management.
For and on behalf of the Board of Directors
Sd/-
(Surendra Chhalani)
Director and CFO
DIN: 00002747
House No. 246, Sector 31, Faridabad- 121003
Place: New Delhi
Date: 29.05.2015
Mar 31, 2014
Dear Members,
The Director''s have pleasure in presenting the Twenty- Ninth Annual
Report with Audited Statement of Accounts of the Company for the
financial year ended 31st March, 2014. Key financial results are as
under:
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
Income from operation 52.99 155.83
Other Income 8.57 70.15
Total Income 61.56 225.98
Profit (Loss) before Interest &
Depreciation (21.47) 12.26
Less: Interest (0.77) (22.06)
Depreciation (104.18) (135.99)
Profit (Loss) before Taxation (126.42) (145.79)
Less: Provision for Taxation (0.12) -
Deferred Tax 53.64 67.89
Profit after Tax (72.90) (77.90)
Add: Extra Ordinary items - -
Add: Amount brought forward 1693.70 1771.60
Balance carried forward to balance sheet 1620.80 1693.70
DIVIDEND
Due to loss, no dividend is proposed by your Directors for the year
under review.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956, and the rules made there under.
MATERIAL CHANGES
There is no material change between the date of the Balance Sheet and
the date of this report affecting the affairs of the Company.
OPERATIONS AND FUTURE PROSPECTS
During the year 2013-2014 the Company earned the revenue of Rs 61.56
Lacs as compared to Revenue of Rs. 225.98 Lacs in Financial Year
2012-13. Loss before Interest, Depreciation, tax and Exceptional items
is Rs. 21.47 Lacs as against the profit of Rs. 12.26 Lacs in the
previous Financial year.
Mega Corporation Limited is engaged in the business of operating
Nationwide Air Chartered Services (Non-Schedule Air Craft). Mega Air
Chartered provides Safe, secure, comfortable and confidential Journey,
with services similar to those available on a commercial flight, but
with better flight services. The exclusive air charter service is
available 24 hours a day and 7 days a week ready to fly anywhere across
the whole nation. With an appealing combination of convenience and
cost-efficiency, Mega Air Chartered provides the highest quality of
customer service which is personalised and ensures complete safety. It
offers the perfect air travelling experience with efficient business
and private air charter services in and out of India.
SUBSIDIARIES
The Audited statement of Accounts along with Directors'' Report for the
year ended 31st March 2014 of M/s Mega Airways Ltd, as well as the
extent of holding therein are annexed to this Account pursuant to
Section 212 of the Companies Act, 1956.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with Stock Exchange,
Management Discussion and Analysis Report and Corporate Governance
Report together with Auditors Certificate regarding Compliance of the
SEBI Code of Corporate Governance is annexed herewith.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Sachin Mehra and Mr. Shurab
Kumar, Directors of the company retire by rotation and being eligible,
offer themselves for reappointment. Your directors recommend their
reappointment. Brief resumes of the Directors offering themselves for
re-appointment are furnished herewith.
AUDIT COMMITTEE
The audit committee has met & reviewed the financial statements for the
financial year ended 31.03.2014 and has not given any adverse
observations. It has also recommended the re-appointment of M/s Sipani
& Associates, Chartered Accountants, as statutory auditors of the
Company for the next term.
AUDITORS
M/s Sipani & Associates, Chartered Accountants, Statutory Auditors of
the Company who retire at the forthcoming Annual General Meeting are
eligible for re-appointment. They have given a certificate to the
effect that the re-appointment, if made, would be within the limits
prescribed under Section 224(1-B) of the Companies Act, 1956. The Board
recommends their re- appointment.
AUDITORS'' REPORT
The auditors have not given any observation in their report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND EXPENDITURES:
Your Directors are of the opinion that particulars with respect to
conservation of Energy and technology Absorption as per Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of the Board of Directors'')
Rules, 1988 are not relevant in view of the nature of business
activities of the company and hence are not required to be given.
The Foreign exchange earning during the year was Nil (Previous Year
Nil) and outflow during the year was Rs. 69,99,891/- (Previous year Rs.
84,523/-).
LISTING
Presently the Company''s equity shares are listed on the following Stock
Exchanges:
1. Delhi Stock Exchange Ltd. (DSE) and
2. Bombay Stock Exchange Ltd. (BSE)
Listing fee has been paid to Bombay Stock Exchange Ltd. (BSE)
PARTICULARS OF EMPLOYEES
None of the employees of your company is drawing remuneration exceeding
limits laid down under the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) pursuant to the Companies
(Amendment) Act, 2000, the Board of Directors confirms that:
a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure.
b) That 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 the
affairs of the Company at the end of the Financial year and of the
Profit of the Company for that period.
c) That the directors had 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.
d) That the directors had prepared the annual accounts on a going
concern basis.
EMPLOYEE RELATIONS
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the workers, staff and executives of the Company
at all levels and other employees who have contributed to the efficient
and successful management of the Company.
ACKNOWLEDGEMENTS
Your directors place on record their thanks for the dedicated services
rendered by all the employees in its offices and also acknowledge the
co-operation, assistance and support extended by the company''s banker,
financial institutions, customers, suppliers, regulatory & government
authorities.
Your directors value your involvement as shareholders and look forward
to your continuing support.
For and on behalf of Board of Directors
Sd/-
(Surendra Chhalani)
Place: New Delhi Director and CFO
Date: 30.05.2014 DIN: 00002747
Mar 31, 2010
The Directors have pleasure in presenting the Twenty-Fifth Annual
Report with Audited Statement of Accounts of the Company for the
financial year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. In lacs)
Income from Operation 955.93 1189.69
Other Income 4.94 69.17
Total Income 960.87 1358.86
Profit before Interests
Depreciation 340.03 612.34
Less: Interest 104.93 128.92
Depreciation 272.57 345.89
Profit before Taxation (37.47) 137.53
Less: Provision for Taxation 1.70 3.29
Deferred Tax (16.07) 33.49
Profit after Tax (23.10) 100.75
Less: Extra Ordinary items:-
Loss on sale of Radio
Taxi Business (248.41) -
Add: Amount brought forward
From previous year 2327.99 2227.24
Balance carried forward to
balance sheet 2056.48 2327.99
Due to loss, no dividend is proposed by your Directors.
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956, and the rules made there under.
There is no material change between the date of the Balance Sheet and
the date of this report affecting the affairs of the Company.
During the year 2009-10 the Company earned the revenue of Rs. 960.87
Lacs as compared to Revenue of Rs. 1358.86 Lacs in Financial Year
2008-09. Profit before Interest, Depreciation, tax and Exceptional
items is Rs. 340.03 Lacs as against Rs. 612.34 Lacs in the previous
financial year.
During the year under review, Company has transferred its Radio Taxi
Division to its Associate Company through Slump Sale as it intends to
specialize and concentrate in the development of its core business
activity i.e. Finance and Investment Business.
Diversion of such business activities into separate Company would
enable the Company to carry on its core business activity more
competitively.
The Audited statement of Accounts along with Directors Report for the
year ended 31st March 2010 of M/s Mega Airways Ltd. and M/s Mega
Holidays Ltd., as well as the extent of holdings therein are annexed to
this Account pursuant to Section 212 of the Companies Act, 1956.
As per Clause 49 of the Listing Agreement with Stock Exchange,
Management Discussion and Analysis Report and Corporate Governance
Report together with Auditors Certificate regarding Compliance of the
SEBI Code of Corporate Governance is annexed herewith.
Mr. Ajay Chopra, Mr. Anil Kumar Soni and Mr. Himanshu R Mehta were
appointed as an Additional Directors of the company and would cease to
hold office at the ensuing Annual General Meeting. The Company having
received notice under section 257 of the Companies Act, 1956 from some
members along with the requisite deposit, signifying their intention to
propose them as Directors of the Company.
Mr. Kunal Lalani resigned from the post of Managing Director w.e.f.
31st December 2009 and also resigned from the post of Directorship as
well as from the post of Chairman on 15th June 2010. The Board placed
on record his deep appreciation of the services rendered by Mr. Kunal
Lalani during his tenure of office.
Mr. Manish Dhariwal resigned from the post of Whole Time Director on
28th February 2010 but continue to be the Director of the Company.
The Board of Directors has appointed Mr. Himanshu R Mehta as the Whole
Time Director of the Company on 15th June 2010 for a period of three
years w.e.f. 15th June 2010 subject to the shareholders approval at
the ensuing AGM.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Manish Dhariwal and Mr. H.
M. Lalani, Directors of the company retire by rotation and being
eligible, offer themselves for reappointment. Your directors recommend
their reappointment. Brief resumes of the Directors offering themselves
for re-appointment are furnished in the Corporate Governance Report.
The audit committee has met and reviewed the financial statements for
the financial year ended 31.03.2010 and has not given any adverse
observations. It has also recommended the re-appointment of M/s Sipani
& Associates, Chartered Accountants, as statutory auditors of the
Company.
M/s Sipani & Associates, Chartered Accountants, Statutory Auditors of
the Company who retire at the forthcoming Annual General Meeting are
eligible for re-appointment and have expressed their willingness to
accept office, if re-appointed. They have given a certificate to the
effect that the re-appointment, if made, would be within the limits
prescribed under Section 224(1-B) of the Companies Act, 1956. The Board
recommends their re-appointment.
The auditors have not given any adverse observation in their report.
Your Directors are of the opinion that particulars with respect to
conservation of Energy and technology Absorption as per Section 217(1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988 are
not relevant in view of the nature of business activities of the
company and hence are not required to be given.
The Foreign exchange earning during the year is Rs. 2,57,376/-
(Previous Year Nil) and outflow during the year was Rs. 88,55,124/-
(Previous year Rs. 40,64,288/-).
Presently the Companys equity shares are listed on the following Stock
Exchanges. Delhi Stock Exchange Ltd. and Bombay Stock Exchange Ltd.
(BSE)
Listing fee has been paid to Bombay Stock Exchange Ltd. (BSE)
None of the employees of your company is drawing remuneration exceeding
limits laid down under the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
As required under section 217(2AA) pursuant to the Companies
(Amendment) Act, 2000, the Board of Directors confirms:
a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure.
b) That 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 the
affairs of the Company at the end of the Financial year and of the
Profit of the Company for that period.
c) That the directors had 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.
d) That the directors had prepared the annual accounts on a going
concern basis.
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the workers, staff and executives of the Company
at all levels and other employees who have contributed to the efficient
and successful management of the Company.
Your directors place on record their thanks for the dedicated services
rendered by all the employees in its offices and also acknowledge the
co-operation, assistance and support extended by the companys banker,
financial institutions, customers, suppliers, regulatory & government
authorities.
Your directors value your involvement as shareholders and look forward
to your continuing support.
For and on behalf of Board of Directors
Place: New Delhi (SURENDRA CHHALANI)
Date: 30-06-2010 Whole Time Director
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