Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting Twenty Third Annual Report
on the business and operations with Audited Statement of Accounts for
the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 01/04/2013 to 01/04/2012 to
31/03/2014 31/03/2013
Total Revenue 3747.20 4174.40
Total Expenses before depreciation,
finance cost, tax and 3667.79 4117.83
exceptional item
Profit before depreciation, finance
cost, tax and 79.41 56.56
exceptional item
Depreciation 27.48 28.67
Finance Cost 31.81 8.27
Profit Before exceptional items and tax 20.12 19.62
Exceptional Item 0.00 0.00
Profit after exceptional Item and
before tax 20.12 19.62
Tax 3.95 3.75
Profit after tax 16.17 15.87
OPERATIONS
During the year under review the company has turnover of Rs.3747.20
lacs as compared to Rs. 4174.40 lacs in the previous year. The profit
before tax stood at Rs. 20.08 lacs as compared to Rs. 19.62 lacs in the
previous year.
DIVIDEND
In view of the carry forward losses of the company, the Directors
regret their inability to recommend any dividend.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company Mr. Pradeep Kumar Ganediwal,
retires by rotation at the forthcoming Annual General Meeting, and
being eligible, offer him for re-appointment.
Further Shri Dharmprakash Shrivastav resigned from the post of
Directorship. Your Board places on record its deep appreciation of the
valuable contribution made by him during his tenure as Director of the
Company
Further Shri Shreeram Singh, Shri Rakesh Jain and Shri Aneet Jain the
existing independent directors are further proposed to be appointed as
Independent Directors for a term of five years as per requirement of
section 149 of the Companies Act, 1956 as well as Clause 49 of the
Listing Agreement to hold the office till 31" March, 2019.
The Company has received notice in writing from the members as required
under section 160 of the Companies Act, 2013 for proposal for
appointment of all independent directors ofthe Company at the ensuing
Annual General Meeting.
The Independent Directors has submitted a declaration confirming that
they meets the criteria for independence as provided in section 149(6)
of the Act and is eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said three directors fulfills the
conditions specified in the Act and the Rules made there under as the
Clause 49 of the Listing Agreement for their appointment as Independent
Directors of the Company.
FIXED DEPOSIT
During the year the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
DIRECTOR'S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2 AA) of the Companies
Act, 1956, with respect to Director's Responsibility statement, it is
hereby confirmed:
I) that in the preparation of the annual accounts for financial year
ended 31" March, 2014; the applicable accounting standards have been
followed along with proper explanation relating to material departure;
II) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fai r view of the state
of affairs of the Company at the end of financial year and of the
profit of the Company for the year and review.
III) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s KVNG & Associates retire and being eligible, offer themselves for
re-appointment in forthcoming Annual General Meeting.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules framed there under, it is proposed to appoint M/s. KVNG &
Associates as statutory auditors of the Company from the conclusion of
the forthcoming AGM until the conclusion of next Annual General Meeting
of the company.
AUDITORS REPORT
The Report of Auditors of the Company for the year under reference is
self-explanatory and do not call for any comments from the Directors.
COST AUDITORS
Pursuant to the directives of the Central Government under the
provisions of section 148 and all other applicable provisions of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules
2014, the Company is not required to appoint the Cost Auditors for the
year 2014-15. The Cost Audit Report for the year 2013-14 would be
filed to the Central Government within the stipulated time.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges, Audit Committee Comprises of Shri Shreeram Singh,
Shri Rakesh Jain and Shri Aneet Jain.
CODEOFCONDUCT
The Company has laid down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
ENERGY,ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUT GO
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and out go as required to be
disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and forms part of this report.
INDUSTRIAL RELATIONS
The Board is pleased to inform you that Industrial relations have
continuously been cordial at all levels throughout the year. The Board
of Directors place on record their deep appreciation for the sincere,
devoted and dedicated team work of all employees at all levels to meet
the quality, cost and delivery requirements of the customers
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support and cooperation
extended by the investors, stakeholders .clients, business associates,
regulatory authorities and bankers.
For and on behalf of the Board
Place: Indore
Dated: 12/08/2014
AMR1SH GUPTA RAKESH KUMAR JAIN
MANAGING DIRECTOR DIRECTOR
Din No. 02723180 DIN NO. 01548417
Mar 31, 2013
The Directors have pleasure in presenting Twenty Second Annual Report
on the business and operations with Audited Statement of Accounts for
The year ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 01/04/2012 01/04/2011
to 31/03/2013 to 31/03/2012
Turnover and Other Income 4174.40 2746.20
Profit/(Loss) before Interest
and Depreciation 56.56 55.40
Interest 8.27 13.78
Profit/(Loss) after Interest but
before Depreciation 48.29 41.62
Depreciation 28.67 28.66
Net Profit/(Loss) from Operation 19.62 12.96
OPERATIONS
During the year under review the company has achieved turnover of X
4174.40 lacs as compared to ^ 2746.20 lacs in the previous year. The
profit before tax stood at ? 19.62 lacs as compared to ? 12.96 lacs in
the previous year.
DIVIDEND
In view of the carry forward losses of the company, the Directors
regret their inability to recommend any dividend.
DIRECTORS
In accordance with provisions of Companies Act, 1956 and Company''s
Articles of Association Shri Shreeram Singh and Shri Rakesh Kumar Jain
retire by rotation and is eligible for reappointment.
Shri Amrish Gupta has been appointed as Managing Director of Company at
the Extra Ordinary General Meeting held on 25th May, 2013 for a period
of 5 years w.e.f. 1st June, 2013.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Director''s Report and the certificate from the Company''s Auditors
confirming the compliance of conditions on Corporate Governance as
stipulated in Clause 49 of the listing agreement is included in the
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors state as under:
(i) That in the preparation of Annual Accounts, the applicable
accounting standards have been followed and there has been no material
departure;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end to the financial year and of the
loss of the Company for that period;
(iii) That 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 prevention and detecting fraud and other irregularities to the best
of their knowledge and ability;
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS
M/s Kamal Nayan Singhal & Company, Statutory Auditors of the Company
merged with M/s KVNG& Associates Chartered Accountants Firm with effect
from 1 st May, 2013 vide letter dated 22/05/2013 issued by The
Institute of Chartered Accountants of India. M/s KVNG & Associates have
been appointed as Statutory Auditors of the Company at the Extra
Ordinary General Meeting hed on 25th May, 2013.
M/s K V N G & Associates, Statutory auditors of the company hold office
until the conclusion of the ensuing Annual General Meeting and are
recommended for appointment. The Company has received certificate from
Auditor to the effect that their appointment, if made, would be within
the prescribed limit under Section 224( 1 -B) of the Companies Act,
1956.
AUDITORS OBSERVATIONS
The observations of the Auditors as referred to in the Auditors'' Report
are suitably explained in the Notes to the Accounts
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules 1975 is not applicable as there is no employee coming under the
preview of Section 217(2 A) of the Act.
For and on behalf of the Board
Place : Mandsaur (AMRISH GUPTA)
Dated : 31/08/2013 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting Nineteenth Annual Report on
the business and operations with Audited Statement of Accounts for the
year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars 01/04/2009 01/04/2008
to 31/03/2010 to 31/03/2009
Turnover and Other Income 2582.57 2338.32
Profit/(Loss) before Interest
and Depreciation 105.72 43.72
Interest 0.61 0.44
Profit/(Loss) after Interest but
before Depreciation 105.11 43.28
Depreciation 30.24 21.84
Net Profit/(Loss) from Operation 74.87 21.43
OPERATIONS
During the year under review the company has achieved turnover of Rs.
2558.93 lacs as compared to Rs. 2231.83 lacs in the previous year. The
profit after tax stood at Rs. 74.87 lacs as compared to Rs. 21.43 lacs
in the previous year.
DIVIDEND
In view of the carry forward losses of the company, the Directors
regret their inability to recommend any dividend.
DIRECTORS
In accordance with provisions of Companies Act, 1956 and Companys
Articles of Association Shri Aneet Jain & Shri Ajay Kumar Dubey retire
by rotation and are eligible for reappointment.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors Report and the certificate from the Companys Auditors
confirming the compliance of conditions on Corporate Governance as
stipulated in Clause 49 of the listing agreement is included in the
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors state as under:
(i) That in the preparation of Annual Accounts, the applicable
accounting standards have been followed and there has been no material
departure;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end to the financial year and of the
loss of the Company for that period;
(iii) That 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 prevention and detecting fraud and other irregularities to the best
of their knowledge and ability;
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS
M/s Kamal Nayan Singhal & Co., Statutory auditors of the company hold
office until the conclusion of the ensuing Annual General Meeting and
are recommended for re- appointment. The Company has received
certificate from Auditor to the effect that there appointment, if made,
would be within the prescribed limit under Section 224(1-B) of the
Companies Act, 1956.
AUDITORS OBSERVATIONS
The observations of the Auditors as referred to in the Auditorsà Report
are suitably explained in the Notes to the Accounts.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules 1975 is not applicable as there is no employee coming under the
preview of Section 217(2A) of the Act.
INDUSTRIAL RELATIONS
The directors are happy to report that the company had harmonious
industrial relations at all levels of organisation. It will be the
endeavor of the company to continue to maintain good industrial
climate.
Particulars 01/04/2009 01/04/2008
to 31/03/2010 to 31/03/2009
2. Technology absorption
The plant do not require any specific technology
APPRECIATION
Your Directors would take this opportunity to place on record their
profound appreciation for the pains taking efforts made by the
Officers, staff and workers of the company. The directors also wish to
express their sincere appreciation to valued clients, bankers,
Government Departments and Shareholders for their continued support.
for and on behalf of the Board
Place: Indore (PRADEEP GANEDIWAL)
Dated: 23/08/2010 Managing Director
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