Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 32nd Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March, 2015.
FINANCIAL PERFORMANCE
(Amount in Rs.Lacs)
31st March,
2015 31st March,
2014
Profit before tax 2.10 1.34
Less: Tax Expense 0.04 0.41
Profit after tax 2.06 0.93
Add: Balance brought forward
from previous year 2.73 1.80
Balance available for appropriation 4.79 2.73
Balance carried to Balance Sheet 4.79 2 73
DIVIDEND
With a view to conserve resources for growth of Company, the Board
recommends no dividend for the year ended 31st March, 2015.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the
year.
PUBLIC DEPOSITS
The Company has neither invited nor accepted/renewed any deposits from
the public within the meaning of Chapter V of Companies Act, 2013 or
extant regulations of the Reserve Bank of India during the year under
review.
CAPITAL STRUCTURE
During the year, there has been no change in the capital base of the
Company, which comprises of 1,00,00,000 Equity Shares of Rs.l0/-each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company
during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by any
Regulators/Courts Tribunals impacting the going concern status and the
Company's operations in future.
DIRECTORS
Mrs. Shweta Sethia (DIN: 04444566) was appointed as Additional Director
of the Company on 28th March, 2015. She hold office till the conclusion
of ensuing Annual General Meeting.
Mr. Yashwant Kumar Goyal (DIN: 00012633), Independent Director of the
Company has resigned from the Company with effect from 13th August,
2015 and the Board of Directors place on record their highest sense of
appreciation for the valuable advice and guidance rendered by him
during his tenure as Director of the Company.
In terms of Section 149 and 152 of the Companies Act, 2013, Mr. Manoj
Chetani (DIN-02935980), is proposed to be appointed as Independent
Director of the Company at the ensuing Annual General Meeting.
The Company has received notice from a member along with requisite
deposit under section 160ofthe Companies Act, 2013 proposing Mrs.
Shweta Sethia for the office of director and Mr. Manoj Kumar Chetani
for the office of Independent Director.
A brief resume of the Directors being appointed, nature of the
expertise in specific functional areas, names of companies in which
they holds directorships and memberships/chairmanships of Board
Committees, shareholding and relationships between directors as
stipulated under clause 49 of the Listing Agreement with the stock
exchanges, is provided in Notice of the Annual General Meeting. The
Board of Directors of the Company recommends the appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) of the Companies Act,
2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with the proper explanation relating
to material departures;
b) The Directors had selected such accounting policies as mentioned in
the Notes to Financial Statements and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2015 and of the profit of the Company for the year ended on
that date;
c) The Directors had 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 Company and for
preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Accounts for the financial year ended
31st March, 2015 on 'going concern' basis;
e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
Independent Director of the Company under section 149(7) of Companies
Act, 2013 that they meet the criteria of Independence as laid down under
the provisions of sub-section (6) of section 149 of the Companies Act,
2013.
AUDITORS AND AUDITORS REPORT
(A) Statutory Auditors:-
M/s. J. Gupta & Co., Chartered Accountants, Statutory Auditors of the
Company, hold office till the conclusion of the 33rd Annual General
Meeting, to be scheduled in 2016. They have confirmed their eligibility
under the Act and that they are not disqualified to act as Auditors of
the Company. Their appointment is subject to ratification by the
members at the Annual General Meeting.
The observations made by the auditor's in the Auditors' Report are self
explanatory and do not contain any qualification or any adverse remarks
and, therefore need no further clarifications or any further
explanations as required under sub-section (3) of section 134 of
Companies Act, 2013.
(B) Secretarial Auditor:-
The Board has appointed Mr. Aran Kumar Jaiswal, Practising Company
Secretary to hold the office of the Secretarial Auditor and to conduct
the Secretarial Audit and prepare the Secretarial Auditors' Report in
pursuant to sub-section (1) of section 204 of Companies Act, 2013 and
Rules made there under for the financial year 2014-15.
The report is self explanatory and do not contain any reservation,
qualification or adverse remarks. The Secretarial Auditors' Report is
annexed to this report as Annexure - A.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. The
details of various Board meetings are provided in the Corporate
Governance Report of this Annual Report.
CORPORATE GOVERNANCE
Your Company has been consistency complying with the various
regulations of Securities & Exchange Board of India (SEBI), including
regulations on Corporate Governance, which is enumerated under Clause
49 of the Listing Agreement. Pursuant to the said SEBI regulations, a
separate section Med Corporate Governance Report is being furnished.
Further your Company's Statutory Auditors M/s. J. Gupta & Co.,
Chartered Accountants, have examined compliance of the aforesaid
Corporate Governance Guidelines and issued a Certificate, which is
annexed to this Report.
The Company has adopted a code of conduct applicable to the Board and
senior management. The Company is committed to maximize the value of
its stakeholders by adopting the principles of good Corporate
Governance in line with the provisions of law and in particular those
stipulated in Listing Agreement with the Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the year under review
as stipulated under clause 49 of the listing agreement with the stock
exchanges is presented, in a separate section forming part of the
Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's shares have been listed with the BSE Ltd. with Scrip Code
538895. The Company confirms that it has paid the annual listing fees
for the year to BSE Ltd.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred since 31st
March, 2015, being the end of the financial year of the Company.
INTERNAL CONTROL SYSTEMS
The Company's auditors have confirmed that the Company has proper and
adequate internal control systems commensurate with its size and nature
of operations to provide reasonable assurance that all assets are
safeguarded, transactions are authorized, recorded and reported
properly and that all applicable statutes and corporate policies are
duly complied with.
MANAGERIAL REMUNERATION
In terms of the provision of Section 197(12) of the Act read with Rules
5(1) of the (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of the managerial personnel of the company is
attached here as Annexure - B.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as Mows:
(A) Conservation of Energy : NA
(B) Technology Absorption : NA
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange transactions are as below:
Foreign Exchange Earnings Rs.Nil
Foreign Exchange Outgo Rs.Nil
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. Details of materially significant related party
transactions that are the transactions of a material nature between the
Company and the Promoters, Management, Directors or their relatives
etc. are disclosed in the Note No.21 (B) of the Financial Statements in
compliance with the Accounting Standard relating to "Related Party
Disclosures".
There are no materially significant related party transactions with the
Company's Promoters, Directors, Management or their relatives, which
may have a potential conflict with the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed to this report as Annexure-C.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT OR SECURITIES PROVIDED
Loans, guarantees and investments or securities covered under Section
186 of the Companies Act, 2013 from part of the notes no. 21(G) to the
financial statements.
RISK MANAGEMENT POLICY
As required under Clause 49 of the Listing Agreement, the Company has
established a well documented and robust risk management framework.
Under this framework, risks are identified across all business process
of the Company on a continuous basis. Once identified, these risks are
classified as strategic risk, business risk or reporting risk.
Strategic risk is those which are associated with the long term
interests of the Company. Reporting risk is associated with incorrect
or un-timely financial and non- financial reporting.
The Audit Committee of the Board of Directors review the Risk
Management Strategy of the Company to ensure effectiveness of the Risk
Management policy and procedures. Board of Directors of the Company is
regularly apprised on the key risk assessment areas and a mitigation
mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk
minimization procedure commensurate to the risks has been adopted and
is in place.
VIGIL MECHANISM
In accordance with Section 177(9) and 177(10) of the Companies Act,
2013 and clause 49(H)(F) of the Listing Agreement, the Company has
established a Vigil mechanism/Whistle Blower Policy. The policy is
available at Company's website.
EVALUATION OF BOARD S PERFORMANCE
The Company has formulated the criteria for the evaluation of the
performance of Board of Directors, Independent Directors, Non-
independent Directors and the Chairman of the Board. Based on that
performance evaluation has been undertaken. The Independent Directors
of the Company have also convened a separate meeting for this purpose.
All the results and evaluation has been communicated to the Chairman of
the Board of Directors. AH Directors of the Board are familiar with the
business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. AH employees are
covered under this policy.
The following is the summary of the complaints received and disposed
off during the Financial Year 2014-15:
a) No of complaints received : NIL
b) No of complaints disposed off : NIL
APPRECIATION
Your Directors wish to place on record their appreciation for continued
guidance and co-operation received from the various stakeholders
including financial institutions and banks, regulators, governmental
authorities and other business associates, who have extended their
valuable support and encouragement during the year under review.
For and on behalf of the Board
Place : Kolkata KULDEEP KUMAR SETHIA
Dated : 28th August, 2015 Chairman and Managin3 Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 31st Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2014.
FINANCIAL PERFORMANCE
(Amount in Rs.)
31st March, 2014 31st March, 2013
Profit before tax 133803 15297
Less: Tax Expense 41344 4730
Profit after tax 92459 10567
Add: Balance brought
forward from previous year 180707 170140
Balance available for appropriation 273166 180707
Balance carried to Balance Sheet 273166 180707
DIVIDEND
With a view to conserve resources for growth of Company, no dividend is
recommended by the Board for the year ended 31st March, 2014.
PUBLIC DEPOSITS
The Company has neither invited nor accepted/renewed any deposits from
the public within the meaning of Section 58A of the Companies Act,
1956. There are no unclaimed deposits, unclaimed/unpaid interest,
refunds due to the deposit holders or to be deposited in the Investor
Education and Protection Fund, as on 31st March, 2014.
CAPITAL STRUCTURE
During the year, there has been no change in the capital base of the
company, which comprises of 1,00,00,000 Equity Shares of Rs.10/-each.
DIRECTORS
Mr. Rajesh Shah was appointed as Additional Director as an Independent
Director of the Company with effect from 30th May 2014. He holds
office till the Conclusion of next Annual General meeting.
Mr. Kuldeep Kumar Sethia was redesignated / appointed as Managing
Director of the Company.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchange.
A brief resume of the Directors being appointed/re-appointed, nature of
the expertise in specific functional areas, names of companies in which
they holds directorships and memberships/chairmanships of Board
Committees, shareholding and relationships between directors as
stipulated under Clause 49 of the Listing Agreement with the stock
exchange, is provided in Notice of the Annual General Meeting. The
Board of Directors of the Company recommends the appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors acknowledge the responsibility for ensuring compliance
with provisions of Section 217 (2AA) of the Companies Act, 1956 in
preparation of the Annual Accounts of your Company for the financial
year ended 31st March, 2014 and confirm that :-
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and there are no material departures there
from;
b) The Directors have selected such accounting policies as mentioned in
the Notes to Financial Statements and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2014 and of the profit of the Company for the year ended on
that date;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of Company and for
preventing and detecting fraud and other irregularities; and
d) The Directors have prepared the Accounts for the financial year
ended 31st March, 2014 on ''going concern'' basis.
CORPORATE GOVERNANCE
Your Company has been consistently complying with the various
regulations of Securities & Exchange Board of India (SEBI), including
regulations on Corporate Governance, which is enumerated under Clause
49 of the Listing Agreement. Pursuant to the said SEBI regulations, a
separate section titled ''Corporate Governance Report'' is being
furnished. Further your Company''s Statutory Auditors M/s J. Gupta &
Co., Chartered Accountants, have examined compliance of the aforesaid
SEBI Corporate Governance Guidelines and issued a Certificate, which is
annexed to this Report.
The Company has adopted a code of conduct applicable to the Board and
senior management. The Company is committed to maximize the value of
its stakeholders by adopting the principles of good Corporate
Governance in line with the provisions of law and in particular those
stipulated in Listing Agreement with the Stock Exchange.
SEBI vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April
2014 has notified the revised Clause 49 of the Listing Agreement to be
applicable with effect from 1st October 2014. This report therefore
stands complied against the previous Clause 49 of the Listing
Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange is presented, in a separate section forming part of the Annual
Report.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred since 31st
March, 2014, being the end of the financial year of the Company.
INTERNAL CONTROL SYSTEMS
The Company''s auditors have confirmed that the Company has proper and
adequate internal control systems commensurate with its size and nature
of operations to provide reasonable assurance that all assets are
safeguarded, transactions are authorized, recorded and reported
properly and that all applicable statutes and corporate policies are
duly complied with.
AUDITORS'' REPORT
The observations made in the Auditors'' Report are self explanatory and
do not contain any reservation, qualification or adverse remarks and
therefore, need no further clarifications/explanations as required
under Section 217(3) of the Companies Act, 1956.
AUDITORS
Pursuant to the provision of Section 139 of the Companies Act, 2013 and
Rules made thereunder, the current auditors of the Company, M/s J.
Gupta & Co., Chartered Accountants are eligible to hold the office for
further period of two years upto 2016.
The members are therefore requested to re-appoint M/s J. Gupta & Co.,
Chartered Accountants as auditors for two years from the conclusion of
the ensuing Annual General Meeting till the conclusion of the 33rd
Annual General Meeting, to be scheduled in 2016 and to fix their
remuneration for the year 2014-2015.
STATUTORY AND OTHER INFORMATION
Your Company has no employee in the category under section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employee)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no particulars to report regarding technology
absorption, conservation of energy as required under Section 217(1)(e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988. During the year
under review, the Company did not have any foreign exchange earnings,
or any foreign exchange outgo.
APPRECIATION
Your Directors wish to place on record their appreciation for continued
guidance and co-operation received from the various stakeholders
including financial institutions and banks, regulators, governmental
authorities and other business associates, who have extended their
valuable support and encouragement during the year under review.
For and on behalf of the Board
Place : Kolkata KULDEEP KUMAR SETHIA
Dated: 30th day of May, 2014 Chairman and Managing Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2013.
FINANCIAL PERFORMANCE
(Amount in Rs.)
31st March 2013 31st March 2012
Profit before tax 15297 13685
Less: Tax Expense 4730 2838
Profit after tax 10567 10847
Add:Balancebrought forward from
previousyear 170140 159293
Balance available for
appropriation 180707 170140
Balance carried to Balance Sheet 180707 170140
DIVIDEND
With a view to conserve resources for growth of company, no dividend is
recommended by the Board for the year ended 31st March, 2013.
ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS
Your Directors are pleased to inform you that during the year under
review 9759930 equity shares of Rs.10/- each per share at a premium of
Rs.15/- each per share were issued on preferential basis to Promoter
group and select Non Promoter investors. These equity shares were
allotted in compliance with SEBI (ICDR) Regulation, 2009 and after
receipt of requisite approvals. Post issue, final listing approval has
been received from the U. P. Stock Exchange Ltd. Further the total
issue proceeds of Rs.24.40 crores were dully utilized as per the object
of the issue.
PUBLIC DEPOSITS
The Company has neither invited nor accepted/renewed any deposits from
the public within the meaning of Section 58A of the Companies Act,
1956. There are no unclaimed deposits, unclaimed/unpaid interest,
refunds due to the deposit holders or to be deposited in the Investor
Education and Protection Fund, as on 31st March, 2013.
DIRECTORS
Pursuant to the provisions of section 256 of the Companies Act, 1956
Mr. Kamal Kumar Goyal, director of the Company, retires by rotation at
the forthcoming Annual General Meeting scheduled to be held on 30th
September, 2013. Mr. Kamal Kumar Goyal has expressed his desire not to
be re-appointed.
The Board places on record its deep appreciation of the invaluable
services rendered by Mr. Kamal Kumar Goyal during his tenure as
director on the Board of Directors of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 217 (2AA) of the Companies Act, 1956, the
Directors, to the best of their knowledge and belief, confirm that :-
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and there are no material departures there
from;
b) The Directors have selected such accounting policies as mentioned in
the Notes to Financial Statements and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2013 and of the profit of the Company for the year ended on
that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of Company and for
preventing and detecting fraud and other irregularities; and
d) The annual accounts have been prepared on going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the year under review
as stipulated under clause 49 of the listing agreement with the Stock
Exchanges is presented, in a separate section forming part of the
Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of ethics
and governance, resulting in enhanced transparency for the benefit of
all stakeholders. As per Clause 49 of the Listing Agreement with Stock
Exchanges, and the requirements set out by the Securities and Exchange
Board of India''s Corporate Governance Practices, the Company has
implemented all the mandatory stipulations. The Company has adopted a
code of conduct applicable to the Board and senior management. The
Company fully complies with the governance practices as enunciated in
the Listing Agreement. The Report on Corporate Governance as stipulated
under Clause 49 of the Listing Agreements (Annexure-II) forms part of
this report. The requisite Certificate from the Statutory Auditors of
the Company, M/s. J. Gupta & Co. Chartered Accountants, confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this Report.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred since 31st
March, 2013, being the end of the financial year of the Company.
COMPLIANCE OF ACCOUNTING STANDARDS
The Company has duly adopted all the applicable Accounting Standards in
pursuance to the provision of Section 211 (3A) of the Companies Act,
1956.
AUDITORS'' REPORT
The observations made in the Auditors'' Report are self explanatory and
do not contain any reservation, qualification or adverse remarks and,
therefore, need no further clarifications/explanations as required
under Section 217 (3) of the Companies Act, 1956.
AUDITORS
J. Gupta & Co., Chartered Accountants retire at the conclusion of the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. The Company has received a letter from them to the
effect that their re- appointment, if made, would be within the
prescribed limits under Section 224 (1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the said Act. Further they also hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India as required under revised clause 41 of
listing agreement.
STATUTORY AND OTHER INFORMATION
There is no employee failing within the purview of section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employee)
Rules, 1975.
There was no expenditure or income in foreign currency during the year
under review. Since your Company does not own any manufacturing unit,
the disclosure of information on the matter required to be disclosed to
be terms of section 217 (1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in report of Board of
Directors) Rules, 1998 is not applicable and hence not given.
ACKNOWLEDGEMENTS
Your Directors would like to convey their sincere appreciation for
assistance and co-operation received from the various stakeholders
including financial institutions and banks, regulators, governmental
authorities and other business associates, who have extended their
valuable support and encouragement during the year under review. Your
Directors take the opportunity to place on record their deep
appreciation of the committed services rendered by the employees at all
levels of the Company who have contributed significantly towards
Company''s performance. Your Directors also acknowledge with gratitude
the encouragement and support extended by our valued shareholders.
For and on behalf of the Board
Place : Kolkata KULDEEP KUMAR SETHIA
Dated: 30th day of May, 2013 Chairman and Executive Director
Mar 31, 2012
Dear members,
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2012.
FINANCIAL PERFORMANCE
(Amount in Lacs)
31st March 2012 31st March 2011
Profit before tax 0.14 0.35
Less: Tax Expense 0.03 0.43
Profit after tax 0.11 (0.08)
Add: Balance brought forward from previous year 1.59 1.67
Surplus carried to Balance Sheet 1.70 1.59
DIVIDEND
With a view to conserve resources for growth of company, no dividend is
recommended by the Board for the year ended 31 st March, 2012.
PUBLIC DEPOSITS
The Company has neither invited nor accepted/renewed any deposits from
the public within the meaning of Section 58A of the Companies Act, 1956
during the year under review. There are no unclaimed deposits,
unclaimed/unpaid interest, refunds due to the deposit holders or to be
deposited in the Investor Education and Protection Fund, as on 31 st
March, 2012.
DIRECTORS
Sri Pankaj Kumar Goyal retires by rotation at the forthcoming Annual
General Meeting of the Company. He has conveyed his unwillingness for
being reappointed at the ensuing Annual General Meeting. The Board
places on record his remarkable services to the Company during his
tenure on the Board.
Requisite notices has been received from shareholders proposing the
name of Sri Kuldeep Kumar Sethia and Sri Mali Chand Agarwala to be
appointed as directors on the Board.
None of the Directors of your Company is disqualified as per the
provisions of Section 274(1) (g) of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 217 (2AA) of the Companies Act, 1956, the
Directors, to the best of their knowledge and belief, confirm that:-
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and there are no material departures there
from;
b) The Directors have selected such accounting policies as mentioned in
the Notes to Financial Statements 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 year
ended 31 st March, 2012;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of Company and for
preventing and detecting fraud and other irregularities; and
d) The annual accounts have been prepared on going concern basis.
COMPLIANCE OF ACCOUNTING STANDARDS
The Company has duly adopted all the applicable Accounting Standards in
pursuance to the provision of Section 211 (3 A) of the Companies Act,
1956.
PARTICULARS OF EMPLOYEES
During the year 2011-12, no employee was in the receipt of remuneration
as required to be disclosed under Section 217 (2A) of the Companies
Act, 1956.
AUDITORS'' REPORT
The Comments in Auditor''s Report read with Notes to the Accounts are
self-explanatory.
AUDITORS
M/s. J. Gupta & Associates, Chartered Accountants retire at the
conclusion of the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. The Company has received
a letter from them to the effect that their reappointment, if made,
would be within the prescribed limits under Section 224 (IB) of the
Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act.
FOREIGN EXCHANGE TRANSACTION
During the year of operation the total Foreign Exchange earnings and
expenditure are Nil.
LISTING PARTICULARS
The Company''s Shares are listed with U.P Stock Exchange. The annual
listing Fees has been paid.
COMPLIANCE CERTIFICATE
Compliance Certificate issued by Company Secretary in whole time
practice to the provisions of section 383A of the Companies Act ,1956 ,
read with Companies( Compliance Certificate ) Rules ,2001 is annexed.
ACKNOWLEDGEMENTS
Your Directors would like to convey their sincere appreciation for
assistance and cooperation received from the various stakeholders
including financial institutions and banks, regulators, governmental
authorities and other business associates, who have extended their
valuable support and encouragement during the year under review. Your
Directors take the opportunity to place on record their deep
appreciation of the committed services rendered by the employees at all
levels of the Company who have contributed significantly towards
Company''s performance. Your Directors also acknowledge with gratitude
the encouragement and support extended by our valued shareholders.
For and on behalf of the Board
Kamal Kumar Goyal
Chairman
Place: Kolkata
Dated: 30lh Day of May, 2012
Mar 31, 2011
Dear Members,
The Directors take pleasure in submitting the Company''s 28lh Annual
Report for the accounting year ended 31st March,2011 alongwith the
Auditors'' Report thereon.
ACTIVITIES:
The company has earned profit from sale of its investments and it
continued to do investment activities. The company has entered into
intermediation and broking activities.
ACCOUNTING RESULTS:
PARTICULARS YEAR ENDED YEAR ENDED
31/03/2011 31/03/2010
Rs. Ps. Rs. Ps.
Profit Before Tax 34923.28 (38,059.28)
Provision for Taxation
Current 6412.00 (3,337.00)
Deferred - -
Fringe Benefit - -
Tax - (1.062.00)
Mat CreditEntitlement - 76,725.00
Profit After Tax 28511.28 34,266,72
Balance B/f from Last Year 166911.58 1,32,644.86
Balance Carried to Balance Sheet 195422.86 1,66,911.58
DIRECTORS:
Mr. Kamal Kumar Goyal, director retire by rotation and is eligible for
reappointment.
AUDITORS :
M/s. B. Kabra & Associates, Chartered Accountants, auditors of the
company retire at the ensuing Annual General Meeting. They have
expressed their unwillingness for reappointment. The Company has
received the consent of M/s. J. Gupta & Company, Chartered Accountants
to act as Statutory Auditors of the Company. The Board of Directors,
therefore, recommends M/s. J. Gupta ''& Company, Chartered Accountants
as Statutory Auditors of the Company to hold office from the conclusion
of this annual general meeting until the conclusion of next annual
general meeting for the approval of Shareholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217(2 A A) of the Companies Act, the directors
confirm that:
1. In the preparation of the Annual accounts, the applicable
accounting standards have been followed;
2. appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year ended 31st March,2011 and the
Profit for the year ended 31st March,2011;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
Registered Office By Order of the Board
Room No.45,2nd floor, 4A,.
Indra Kumar Kamani Sarani,
Kolkata -700 001 (Kamal Kumar Goyal)
Chairman
Dated the 02nd day of August,2011