Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 26th Annual Report of
the Company together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The highlights of Financial Results for the Financial Year ended 31st
March, 2015 in comparison to the Financial Year ended 31st March, 2014
are as follows:
(Rs in Lacs)
PARTICULARS
31st March 15 31st March l4
Revenue from Operations 1096.05 173.76
Total Income 1099.20 177.33
Total Expenditure 1132.34 188.88
Profit/(Loss) before depreciation (33.14) (11.55)
Depreciation 1.87 86.63
Profit / (Loss) before Tax (35.01) (98.18)
ECONOMIC SCENARIO
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$2.01 trillion) for the year 2014 compared to Rs 118.23
trillion (US$ 1.84 trillion) in 2013.The steps taken by the government
in recent times have shown positive results as India's gross domestic
product (GDP) at factor cost at constant (2011-12) prices 2014-15 is Rs
106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$
1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent.
The economic activities which witnessed significant growth were
'financing, insurance, real estate and business services' at 11.5 per
cent and 'trade, hotels, transport, communication services' at 10.7 per
cent. Stating that its great time to invest in India, Minister of State
for Finance Mr Jayant Sinha said the Indian economy has potential to
become aUS$4-5 trillion economy in the next 10-12 years.
The finance Minister presented the Budget, which addresses some pending
concerns, such as (i) laying out a transformative tax regime in terms of
GST, GAAR, phased reduction in corporate taxes, abolition of wealth tax
(ii) higher public investment to kick start growth (iii) direct benefit
transfers/ Jan Dhan to streamline/ plug leakages in subsidies delivery
and (iv) institutionalization of inflation targeting monetary policy
framework. However, it has extended the fiscal consolidation roadmap
with fiscal deficit target of 3.9% in F.Y. 2016; 3.5% in F.Y 2017 and 3%
in F.Y. 2018. Overall, the budget is a fine balancing act between fiscal
consolidation and creating enabling conditions for growth and job
creation.
Your company is seeking great opportunities in its business segment
considering the expected economic developments & growths initiatives
taken by the government.
OPERATIONAL REVIEW, OPPORTUNITIES AND THREATS
During the financial year under review, the company incurred loss
aftertax Rs. 35.01 Lacs against loss of 98.18 Lacs in the previous
year. The management of your company expects further improvement in the
current year with the stabilization in the business sentiments. The
Company thrust is on trading and investment in commodities, forex and
derivative products. This will be supplemented through more research
and qualitative techniques for decision making. The company is
continuing with task to build businesses with long term goals through
intrinsic strength in corporate and investment research. To accelerate
farther value creation, your company continues to work on new fields
through collaboration, association and strategic investments.
DIVIDEND
In view of net loss incurred by the Company, your directors do not
recommend any dividend for the Financial Year ended 31st March, 2015.
SHARE CAPITAL
The paid up Equity Share Capital of the Company as in 31st March 2015
was Rs. 491,484,980. There has been no change in the Equity Share
Capital of the Company during the Year.
DEPOSITS
The Company has not accepted any deposits from the public in terms of
Section 73 of the Companies Act, 2013 during the year under review.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013
The Company has not granted any loans, secured or unsecured, guarantee
to companies, firm or other parties covered under section 186.
Particulars of Investments has been disclosed in financial statement of
the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ashok Sawhney and Mr. Avinash Chandra Sharma, Directors retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for reappointment. The Board recommends their
reappointments at the ensuing Annual General Meeting of the Company.
During the year, Mr. Ashok Kumar and Mr. Vikas Jain have been appointed
as Chief Financial Officer and DGM- Corporate Affairs and Company
Secretary, respectively with effect from 19/07/2014.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 5 (Five) times in the
FY2014-15. The details pertaining to the Board Meetings and attendance
are provided in the Corporate Governance Report. The intervening gap
between two Board Meetings was within the period prescribed under
Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134 (5) OF THE
COMPANY ACT, 2013
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed:
a. that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
b. 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 fair view of the state
of affairs of the Company as at March 31, 2015 and of Profit and Loss
Account of the Company for that period;
c. 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 preventing and detecting fraud and other irregularities;
d. that the Directors have prepared the Annual Accounts for the
Financial Year ended March 31,2015 on a going concern basis;
e. that the Directors have 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. that the Directors have 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 necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
BOARD EVALUATION
In terms of the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the evaluation of its
own performance, the Directors individually including the Chairman of
the Board and that of its Committees. The evaluation of the Independent
Directors was carried out by the entire Board and that of the Chairman
and Non-Independent Directors were carried out by Independent
Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees.
The process of evaluation is explained in the Corporate Governance
Report.
COMMITTES OF BOARD
Currently, the Board has three committees: the audit committee,
stakeholders' grievance committee and nomination and remuneration
committee. The details of the committee's along with the meetings held
during the year are covered in corporate governance report.
AUDITORS & AUDITORS OBSERVATIONS
Statutory Auditors
The Shareholders of the Company at the Annual General Meeting held on
September 24, 2014 have appointed M/s. S.Kapoor & Associates, Chartered
Accountants as Statutory Auditors of the Company. The term of M/s.
S.Kapoor & Associates, Chartered Accountants, Statutory Auditors will
expire on the date of 26th Annual General Meeting to be held on
September 28,2015.
It is proposed to re-appoint them as Statutory Auditors of the Company
till the conclusion of next Annual General Meeting of the Company. The
members are requested to consider their re-appointment and authorize
the Board of Directors to fix their remuneration.M/s. S.Kapoor &
Associates, Chartered Accountants (Firm Regn. No.003528M) have
confirmed that their appointment, if made, shall be in accordance with
the provisions of Section 139 of the Companies Act, 2013.
The Auditors report to the shareholders are self-explanatory and does
not contain any qualification, reservation or adverse remarks. The
report given by the statutory auditor's forms part of the Annual
report.
Secretarial Auditor
Anchal Mittal of AM & Associates., Practicing Company Secretary, was
appointed to conduct the secretarial audit of the Company for the
financial year 2014-15, as required under Section 204 of the Companies
Act, 2013 and Rules made thereunder. The Secretarial Audit report for
FY. 2014- 15 in form MR-3 part of the Annual Report as Annexure 1 of
the Board's Report. The report does not contain any qualification.
EXTRACTS OF ANNUAL RETURN
The Extracts of Annual Return is prepared in Form MGT-9 as per the
provisions of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration) Rules, 2014 and the same is enclosed as
Annexure - 2 to this Report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of the business, including adherence to
the company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
SUBSIDIARY COMPANY
The Company does not have any subsidiary Company.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees are covered under the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
LISTING OF COMPANY'S SHARES ON STOCK EXCHANGES
The Company's shares are listed on "The Bombay Stock Exchange Limited".
The listing fee up to the year 2015-2016 has already been paid to the
Stock Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
Your Company is not involved in any manufacturing or processing
activities and did not carry out any activity relating to Research &
Development, Technology Absorption during the year under review. Hence
particulars in this regard in accordance with provisions ofthe Section
134(3)(m) ofthe Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are not required.
There are no foreign exchange earnings or outgo during the current
financial period.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS
During the year, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future.
RELATED PARTY TRANSACTIONS
During the year ended March 31, 2015, there were no materially
significant related party transactions, which had potential conflict
with the interests of the Company at large. The transactions with
related parties has been disclosed in the financial statements ofthe
Company.
In terms of Clause 49 of the listing agreement, the Board of Directors
of the Company have adopted a policy to determine Related Party
Transactions.
VIGIL MACHANISM / WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy. A mechanism has been
established for employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of
employees who avail of the mechanism and allows direct access to the
Chairperson ofthe audit committee in exceptional cases.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management framework
for identification therein of elements of risk, which in the opinion of
the Board may threaten the existence ofthe Company.
CODE OF CONDUCT
The Company has a well defined policy, which lays down procedures to be
followed by the employees for ethical professional conduct. The code of
conduct has been laid down for all the Board Members and Senior
Management of the Company. The Board members and Senior Management
personnel have affirmed compliance with the Company's code of conduct
for the year 2014-15. This code has been displayed on the Company's
website.
HUMAN RESOURCE AND INDUSTRY RELATIONS
The Company recognizes the importance and contribution of its human
resources for its growth and development and is committed to the
development of its people.
The Company has cordial relations with employees and staff. There are
no industry relation problems during the year and company does not
anticipate any material problems on this count in the current year.
CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is
committed to value aimed at enhancing an organization's brand and
reputation. This is ensured by ethical business decisions and
conduction business with a firm commitment to value, while meeting
stakeholders' expectations. At Network, it is imperative that our
company's affairs are managed in a fair and transparent manner. This is
vital to gain and retain the trust of our stakeholders.
In terms of the listing agreement with Stock Exchange, we comply with
the corporate governance provisions. As a listed company, necessary
measures have been taken to comply with the listing agreements with the
stock exchange. Several aspects of the Act, such as vigil mechanism and
code of conduct, have been incorporated into our policies.
The annexed report on Corporate Governance along with a certificate of
compliance from the practicing Company Secretary forms part of this
report.
ACKNOWLEDGEMENT
Your Directors acknowledge the support of the shareholders and also
wish to place on record their appreciation of employees for their
commendable efforts, teamwork and professionalism. The Directors also
express their grateful thanks to the Banks, Government Authorities,
Customers, Suppliers, Employees and other Business Associates for their
continued cooperation and patronage.
For and on behalf of the Board of Directors
Sd/- Sd/-
ASHOK SAWHNEY AMAN SAWHNEY
Chairman Manager/Director
Place: New Delhi
Date : 13thAugust 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 25th Annual Report of
the Company together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS
The highlights of Financial Results for the Financial Year ended 31st
March, 2014 in comparison to the Financial Year ended 31st March, 2013
are as follows:
(Rs in Lacs)
PARTICULARS
31st March 14 31st March 13
Revenue from Operations 173.76 420.85
Total Income 17733 42258
Total Expenditure 188.88 445.72
Profit/(Loss) before depreciation (11.55) (23.13)
Depreciation 86.63 86.91
Profit/(Loss) before Tax (98.18) (110.04)
ECONOMIC SCENARIO
The global economic scenario in 2013 remained challenging with output
growth estimated at 3.0% - lower than the 3.2% growth recorded in 2012.
Global economic activity picked up in the second half of the year, with
much of the impetus coming from the Advanced Economies, raising hopes
for an improved performance in 2014. The US economy grew by 1.9% in
2013, with the continued recovery of private domestic demand partly
offset by the impact of heavy fiscal consolidation, which is estimated
to have subtracted around 150 basis points from GDP growth. While the
Euro Area contracted by 0.5% during 2013 as compared to 0.7% in the
previous year, the region finally emerged from recession with output
growth being positive from the middle of 2013 on the back of less
fiscal drag and some buoyancy in private domestic demand. Global growth
is expected to improve in 2014-15 following the late recovery observed
in 2013. As per IMF estimates, world GDP growth is projected to
strengthen from 3.0% in 2013 to 3.6% in 2014 and 3.9% in 2015, largely
driven by the Advanced Economies, where growth is expected to increase
from 1.3% in 2013 to 2.2% in 2014 and 2.3% in 2015. Despite the
improved prospects as stated above, global economic recovery remains
fragile with significant downside risks.
Closer home, the Indian economy witnessed a rather challenging year
with GDP growth slowing down to sub-5% for the second year in
succession. The slowdown in the pace of growth is largely attributable
to weakness in Industry which grew by only 0.7% during the year as per
Advance Estimates released by the Ministry of Statistics and Programme
Implementation. The Manufacturing sector, which accounts for 55% of
Industry, de-grew by 0.2%. Growth in the Services sector stood at
6.9%, well below the trend growth levels. The only bright spot in an
otherwise lacklustre economy was theAgriculture sector which grew by
4.6%, with record agricultural output. Inflation remained high and
sticky for most part of the year leading to the RBI hiking the Repo
rate by 75 basis points since May ''13. While headline inflation has
moderated in recent months, Core CPI inflation remains elevated at
around 8% leaving little room for the RBI to ease policy rates to spur
growth. While India remains one of the fastest growing major economies
in the world, the slowdown in economic growth in the last 2 years is a
cause of concern, being far below the desired levels and the country''s
potential. Given the low levels of per capita income and the fact that
a significant proportion of our population lives in poverty, it is
imperative that the economy reverts to its 8% to 9% growth trajectory
sooner than later. Your Company''s business performance was adversely
affected by weak market sentiment resulting in losses.
OPERATIONAL REVIEW. OPPORTUNITIES AND THREATS
During the financial year under review, the company incurred loss after
tax Rs.98.18 Lacs against loss of 110.04 Lacs in the previous year. The
management of your company expects improvement in the current year with
the stabilization in the business sentiments. The Company thrust is on
trading and investment in commodities, forex and derivative products.
This will be supplemented through more research and qualitative
techniques for decision making. The company is continuing with task to
build businesses with long term goals through intrinsic strength in
corporate and investment research. To accelerate further value
creation, your company continues to work on new fields through
collaboration, association and strategic investments. Outlook for the
Company is linked to financial & commodities market with local & global
sentiments. The Board of the company believes that Company''s
Investments in Commodities, forex and derivative products would
reasonably perform in ensuing years. The Company is exploring
opportunities in the sphere of forex, commodities and derivative
products for long term value creation, by way of collaboration,
association and strategic investments. The performance of the company
would be closely linked to the Indian Financial Market, commodities
market & global currency fluctuations and consequently to the risks
associated with market operations. The performance of Indian financial
& commodities market are in correlation with the economic growth of the
country as well as global economy, performance of various sectors,
inflation, global market, etc. Instability of any of the factors may
affect the markets adversely. The financial market also covers hedging
to protect against excessive losses and to avoid the uncertainty
associated with future exchange rate movements more particularly
associated with the sharp depreciation of the local currency which has
been the case in the recent past.
DIVIDEND
In view of net loss incurred by the Company, your directors do not
recommend any dividend for the Financial Year ended 31st March,2014.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public in terms of
Section 58A of the Companies Act, 1956 during the year under review.
AUDIT COMMITTEE
The Audit Committee presently comprises of the following Directors as
its members:
1. Mr. Vijay Kalra
2. Mr. G S Goyal
3. Mr. Ashok Sawhney
4. Mr.Aman Sawhney
The Audit Committee met four times during the year.
LISTING OF COMPANY''S SHARES ON STOCK EXCHANGES
The Company''s shares are listed on "The Bombay Stock Exchange Limited".
The listing fee up to the year 2014-2015 has already been paid to the
Stock Exchanges.
AUDITORS & AUDITORS OBSERVATIONS
The auditors of the Company M/s. S. Kapoor & Associates, Chartered
Accountants, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Board of Directors recommends the re-appointment of
the Auditors.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
An adequate system of internal control is in place which mandates
maintaining proper accounting records and assures reliability of
financial information.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company.
Mr. Pankaj Shrimali (DIN: 00013142) and Mr. Aman Sawhney (DlN -
00323283), Director retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered them for re-appointment. Your
Board also recommends for re-appointment of Mr. Pankaj Shrimali and Mr.
Aman Sawhney as Director of the Company.
Pursuant to Section 149, 152 and other applicable provisions of the
Companies Act, 2013 and the Rules made thereunder, read with Schedule
IV to the Companies Act, 2013, Mr. Vijay Kalra (DIN: 01062644) & Mr.
Gauri Shanker Goyal (DIN: 00601765) whose period of office is liable to
determination by retirement of directors by rotation and in respect of
whom the Company has received a notice in writing from a member under
Section 160 of the Companies Act, 2013, signifying his intention to
propose Mr. Vijay Kalra (DIN: 01062644) & Mr. Gauri Shanker Goyal
(DIN: 00601765) as a candidate for the office of Director of the
Company, proposed to be appointed as an Independent Director of the
Company to hold office for 5 consecutive years upto March 31, 2019, not
liable to retire by rotation."
During the year pursuant to Section 149, 152 and other applicable
provisions of the Companies Act, 2013 and the Rules made thereunder,
read with Schedule IV to the Companies Act, 2013, Mr. Umong Sethi (DIN:
05330983) & Mrs Neena Sethi (DIN: 06936951) who was appointed as an
Additional Director of the Company by the Board of Directors
w.e.f.August 6,2014 and who holds office until the date of ensuing
Annual General Meeting, in terms of Section 161 of the Companies Act,
2013 and in respect of whom the Company has received a notice in
writing from a member under Section 160 of the Companies Act, 2013,
signifying his intention to propose Mr. Umong Sethi (DIN: 05330983) &
Mrs Neena Sethi (DIN: 06936951) as a candidates for the office of
Director of the Company, proposed to be appointed as an Independent
Director of the Company to hold office for 5 consecutive years upto
March 31, 2019, not liable to retire by rotation."
Brief resume of Mr. Pankaj Shrimali (DIN: 00013142), Mr. Aman Sawhney
(DIN - 00323283), Mr. Vijay Kalra (DIN: 01062644), Mr. Gauri Shanker
Goyal (DIN: 00601765), Mr. Umong Sethi (DIN: 05330983) & Mrs Neena
Sethi (DIN: 06936951), nature of their expertise in specific functional
areas and name of companies in which they holds the directorship and
membership/ chairmanship of committees of the Board, as stipulated
under clause 49 of the Listing Agreement with Stock Exchange, appear in
the Notice of Annual General Meeting, which forms part of this Annual
Report.
SUBSIDIARY COMPANY
The Company does not have any subsidiary Company. DIRECTORS''
RESPONSIBILITY STATEMENT The Board of Directors hereby declares and
confirms:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 affairs
of the Company at the end of the financial year and of the profit/ loss
of the Company for that period;
c) That the Directors had taken proper and sufficient care 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;
d) That the Directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees are covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company did not carry out any activity relating to Research &
Development, Technology Absorption during the year under review. Hence
particulars in this regard as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 are
not required.
As the Company is not involved in any manufacturing or processing
activities, the particulars as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
There are no foreign exchange earnings or outgo during the current
financial period.
HUMAN RESOURCE AND INDUSTRY RELATIONS The Company recognizes the
importance and contribution of its human resources for its growth and
development and is committed to the development of its people.
The Company has cordial relations with employees and staff. There are
no industry relation problems during the year and company does not
anticipate any material problems on this count in the current year.
CORPORATE GOVERNANCE
In terms of the listing agreement with Stock Exchange, the company is
required to comply with the corporate governance provisions. As a
listed company, necessary measures have been taken to comply with the
listing agreements with the stock exchange. The annexed report on
Corporate Governance along with a certificate of compliance from the
practicing Company Secretary forms part of this report.
ACKNOWLEDGEMENT
Your Directors acknowledge the support of the shareholders and also
wish to place on record their appreciation of employees for their
commendable efforts, teamwork and professionalism. The Directors also
express their grateful thanks to the Banks, Government Authorities,
Customers, Suppliers, Employees and other Business Associates for their
continued cooperation and patronage.
For and on behalf of the Board of Directors
Sd/- Sd/-
ASHOK SAWHNEY AMANSAWHNEY
Chairman Manager/Director
Place: New Delhi
Date : 6,hAugust2014
Mar 31, 2013
TO THE MEMBERS OF NETWORK LIMITED
The Directors have pleasure in presenting their 24th Annual Report of
the Company together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
The highlights of Financial Results for the Financial Year ended 31st
March, 2013 in comparison to the Financial Year ended 31st March, 2012
are as follows:
(Rs in Lacs)
PARTICULARS 31st March 13 31st March 12
Revenue from Operations 420.85 403.10
Total Income 422.58 407.38
Total Expenditure 445.72 442.48
Profit/(Loss) before depreciation (23.13) (35.10)
Depreciation 86.91 86.66
Profit / ( Loss ) before Tax (110.04) (123.27)
Provision for taxation
Profit / (Loss ) after Tax (110.04) (123.27)
Add:- Profit/(Loss) brought forward (475.86) (354.09)
Prior Period Adjustment (3.33) 1.51
Profit/(Loss) carried forward
to Balance Sheet (589.23) (475.85)
ECONOMIC SCENARIO
According to the latest estimate, Indian economy grew by 5% in FY 2013,
reflecting lower than expected growth in both industry and service
sectors. Inflation also was at elevated levels. However with commodity
and crude oil prices on the decline from the peak and with various
policy initiatives coming through, the economy is estimated to grow by
around 6% in FY 2014 with lower inflation. Your Company''s business
performance was adversely affected by weak market sentiment resulting
in losses.
OPERATIONAL REVIEW, OPPORTUNITIES AND THREATS
During the financial year under review, the company incurred loss after
tax Rs.110.04 Lacs against loss of 123.27 Lacs in the previous year.
The management of your company expects improvement in the current year
with the stabilization in the business sentiments. The Company thrust
is on trading and investment in commodities, forex and derivative
products. This will be supplemented through more research and
qualitative techniques for decision making. The company is continuing
with task to build businesses with long term goals through intrinsic
strength in corporate and investment research. To accelerate further
value creation, your company continues to work on new fields through
collaboration, association and strategic investments. Outlook for the
Company is linked to financial & commodities market with
local & global sentiments. The Board of the company believes that
Company''s Investments in Commodities, forex and derivative products
would reasonably perform in ensuing years. The Company is exploring
opportunities in the sphere of forex, commodities and derivative
products for long term value creation, by way of collaboration,
association and strategic investments. The performance of the company
would be closely linked to the Indian Financial Market, commodities
market & global currency fluctuations and consequently to the risks
associated with market operations. The performance of Indian financial
& commodities market are in correlation with the economic growth of the
country as well as global economy, performance of various sectors,
inflation, global market, etc. Instability of any of the factors may
affect the markets adversely. The financial market also covers hedging
to protect against excessive losses and to avoid the uncertainty
associated with future exchange rate movements more particularly
associated with the sharp depreciation of the local currency which has
been the case in the recent past.
DIVIDEND
In view of net loss incurred by the Company, your directors do not
recommend any dividend for the Financial Year ended 31st March, 2013.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public in terms of
Section 58A of the Companies Act, 1956 during the year under review.
AUDIT COMMITTEE
The Audit Committee presently comprises of the following Directors as
its members:
1. Mr. Vijay Kalra
2. Mr. G S Goyal
3. Mr. Ashok Sawhney
4. Mr. Aman Sawhney
The Audit Committee met four times during the year.
AUDITORS & AUDITORS OBSERVATIONS
The auditors of the Company M/s. S. Kapoor & Associates, Chartered
Accountants, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Board of Directors recommends the re-appointment of
the Auditors.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
An adequate system of internal control is in place which mandates
maintaining proper accounting records and assures reliability of
financial information.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Ashok Sawhney and Mr.
Avinash Chander Sharma, Directors retires by rotation at the ensuing
Annual General Meeting and being eligible, have offered themselves for
re-appointment. Your Board also recommends for re-appointment of Mr.
Ashok Sawhney and Mr. Avinash Chander Sharma as Directors of the
Company. Brief resume of Mr. Ashok Sawhney and Mr. Avinash Chander
Sharma, nature of their expertise in specific functional areas and name
of companies in which they holds the directorship and membership/
chairmanship of committees of the Board, as stipulated under clause 49
of the Listing Agreement with Stock Exchange, appear in the Notice of
Annual General Meeting, which forms part of this Annual Report.
SUBSIDIARY COMPANY
The Company does not have any subsidiary Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 affairs
of the Company at the end of the financial year and of the profit/ loss
of the Company for that period;
c) That the Directors had taken proper and sufficient care 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;
d) That the Directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees are covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company did not carry out any activity relating to Research &
Development, Technology Absorption during the year under review. Hence
particulars in this regard as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 are
not required.
As the Company is not involved in any manufacturing or processing
activities, the particulars as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
There are no foreign exchange earnings or outgo during the current
financial period.
HUMAN RESOURCE AND INDUSTRY RELATIONS
The Company recognizes the importance and contribution of its human
resources for its growth and development and is committed to the
development of its people.
The Company has cordial relations with employees and staff. There are
no industry relation problems during the year and company does not
anticipate any material problems on this count in the current year.
CORPORATE GOVERNANCE
In terms of the listing agreement with Stock Exchange, the company is
required to comply with the corporate governance provisions. As a
listed company, necessary measures have been taken to comply with the
listing agreements with the stock exchange. The annexed report on
Corporate Governance along with a certificate of compliance from the
practicing Company Secretary forms part of this report.
ACKNOWLEDGEMENT
Your Directors acknowledge the support of the shareholders and also
wish to place on record their appreciation of employees for their
commendable efforts, teamwork and professionalism. The Directors also
express their grateful thanks to the Banks, Government Authorities,
Customers, Suppliers, Employees and other Business Associates for their
continued cooperation and patronage.
For and on behalf of the Board of Directors
Sd/-
Date: 29.07.2013 ASHOK SAWHNEY
Place: New Delhi CHAIRMAN
Mar 31, 2012
The Directors have pleasure in presenting their 23rf Annual Report of
the Company together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
The highlights of Financial Results for the Financial Year ended 31st
March, 2012 in comparison to the Financial Year ended 31st March, 2011
are as follows:
(Rs in Lacs)
PARTICULARSI 31st March 12 31st March 11
Revenue from Operations 403.10 60.91
Total Income 407.38 62.62
Total Expenditure 442.48 60.85
Profit/(Loss) before depreciation (35.10) 1.77
Depreciation 86.66 86.77
Profit / ( Loss ) before Tax (123.27) (85.00)
Provision for taxation - 0.71
Profit / (Loss ) after Tax (123.27) (84.29)
Add:- Profit/(Loss) brought forward (354.09) (269.80)
Prior Period Adjustment 1.51 -
Profit/(Loss) carried forward to
Balance Sheet (475.85) (354.09)
ECONOMIC SCENARIO
The world economy has been passing through stress. Financial turmoil
in Europe has affected other countries. This contagion has pushed up
borrowing cost and slowed growth in many parts of the world, and
capital flows to developing counties have fallen. As a result, and
despite a strengthening of activity in the United States and Japan,
world trade has slowed down. Under this scenario the forecast for
global economic growth has been revised downward to about 2.5% in 2012.
Indian economy also slowed down in 2011-12 mainly due to weak
industrial growth. Inflation remained a major concern constraining RBI
to pursue tight monetary policy. 2012 has started with widespread
concerns of another global recession. Equity market valuation in terms
of price earnings ratios in all big markets is not far from low levels
seen during financial crisis of 2008/2009. Fears of the crisis moving
to Asia as well due to a housing collapse in China have intensified.
Sentiment is not far from lows seen at start of2009, when markets
feared a depression following collapse of Lehman Brothers in late 2008.
Volatile prices of index stocks have caused a fear in the minds of FIIs
and domestic investors that lead to outflow of funds by FIIs. Hikes in
the interest rates by the Reserve Bank to curtail inflation has
affected Industrial growth and also been viewed negatively by the
market resulting in sharp volatility in the financial market.
OPERATIONAL REVIEW
During the financial year under review, the company incurred loss after
tax Rs. 123.27 Lacs against loss of Rs. 84.29 Lacs in
the previous year. The management of your company expects improvement
in the current year with the stabilization in the business sentiments.
The Company thrust is on trading and investment in commodities, forex
and derivative products. This will be supplemented through more
research and qualitative techniques for decision making. The company is
continuing with task to build businesses with long term goals through
its intrinsic strength in corporate and investment research. To
accelerate further value creation, your company continues to work on
new fields through collaboration, association and strategic
investments.
OPPORTUNITIES AND THREATS
Outlook for the Company is linked to financial & Commodities market
with local & global sentiments. The Board of the company believes that
Company's Investments in Commodities, forex and derivate products would
reasonably perform in the ensuing years. The Company is exploring
opportunities in the sphere of forex, commodities and derivative
products for long term value creation, by way of collaboration,
association and strategic investments. The performance of the company
would be closely linked to the Indian financial Market, commodities
market & global currency fluctuations and consequently to the risks
associated with market operations. The performance of Indian financial
& commodities market are in correlation with the economic growth of the
country as well as global economy, performance of various sectors,
inflation, global market, etc. Instability of any of the factors may
affect the markets adversely.
DIVIDEND
In view of net loss incurred by the Company, your directors do not
recommend any dividend for the Financial Year ended 31st March, 2012.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public in terms of
Section 58A of the Companies Act, 1956 during the year under review.
AUDIT COMMITTEE
The Audit Committee presently comprises of the following Directors as
its members:
1. Mr. Vijay Kalra
2. Mr. G S Goyal
3. Mr. Ashok Sawhney
4. Mr. Aman Sawhney
The Audit Committee met four times during the year.
AUDITORS & AUDITORS OBSERVATIONS
The auditors of the Company M/s. S. Kapoor & Associates, Chartered
Accountants, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Board of Directors recommends the re-appointment of
the Auditors.
The observations of the Auditors on the Accounts for the period under
report have been suitably explained in the notes on Accounts and did
not require any further clarification.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
An adequate system of internal control is in place which mandates
maintaining proper accounting records and assures reliability of
financial information.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Aman Sawhney and Mr. Vijay
Kalra, Directors retires by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves for re-appointment.
Your Board also recommends for re-appointment of Mr. Aman Sawhney and
Mr. Vijay Kalra as Directors of the Company. Brief resume of Mr. Aman
Sawhney and Mr. Vijay Kalra, nature of their expertise in specific
functional areas and name of companies in which they holds the
directorship and membership/ chairmanship of committees of the Board,
as stipulated under clause 49 of the Listing Agreement with Stock
Exchange, appear in the Notice of Annual General Meeting, which forms
part of this Annual Report
SUBSIDIARY COMPANY
The Company does not have any subsidiary Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 affairs
of the Company at the end of the financial year and of the profit/ loss
of the Company for that period;
c) That the Directors had taken proper and sufficient care 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;
d) That the Directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees are covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company did not carry out any activity relating to Research &
Development, Technology Absorption during the year under review. Hence
particulars in this regard as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is not
required.
As the Company is not involved in any manufacturing or processing
activities, the particulars as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
There is no foreign exchange earnings or outgo during the current
financial period.
HUMAN RESOURCE AND INDUSTRY RELATIONS
The Company recognizes the importance and contribution of its human
resources for its growth and development and is committed to the
development of its people.
The Company has cordial relations with employees and staff. There are
no industry relation problems during the year and company does not
anticipate any material problems on this count in the current year.
CORPORATE GOVERNANCE
In terms of the listing agreement with Stock Exchange, the company is
required to comply with the corporate governance provisions. As a
listed company, necessary measures have been taken to comply with the
listing agreements with the stock exchange. The annexed report on
Corporate Governance along with a certificate of compliance from the
practicing Company Secretary forms part of this report.
ACKNOWLEDGEMENT
Your Directors acknowledge the support of the shareholders and also
wish to place on record their appreciation of employees for their
commendable efforts, teamwork and professionalism. The Directors also
express their grateful thanks to the Banks, Government Authorities,
Customers, Suppliers, Employees and other Business Associates for their
continued cooperation and patronage.
For and on behalf of the Board of Directors
Sd/-
Date: 20.07.2012 ASHOK SAWHNEY
Place: New Delhi CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting their 21st Annual Report of
the Company together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
The highlights of Financial Results for the Financial Year ended 31st
March, 2010 (9months) in comparison to the Financial Year ended 30th
June, 2009 (15months) are as follows:
( Rs In Lacs )
PARTICULARS STAND-ALONE CONSOLIDATED
31st March 10 30th June
2009 31st March 10 30th June2009
9 Months 18 Months 9Months 18 Months
Totaltorne 83.51 353.29 128.10 383.05
TotalExpenditure 24.69 583.47 105.95 626.84
Profit/(Loss) before
Depreciation &Tax 58.82 (230.18) 22.15 (243.79)
Depreciation 65.06 35.24 70.56 34.07
Profit/(Loss)beforeTax (6.24) (262.42) (48.41) (277.86)
Provision for Fringe
Benefit Tax - 1.15 - 1.15
Profit/(loss)after
Tax (6.24) (263.57) (48.41) (279.01)
Add:- Profit/(Loss)
brought
forward (263.57) - (279.31) (0.29)
Profit(Loss)carried
forward to Balance
Sheet (269.81) (263.57) (327.72) (279.31)
ECONOMIC SCENARIO
The economic scenario is showing signs of a turnaround with Asian
economies experiencing a relatively stronger rebound. The global
economic performance improved during the latter half of the calendar
year 2009, promoting the IMF to reduce the projected rate of economic
contraction in 2009 from 1.1 percent to 0.8 percent in January 2010.
Consequently, the IMF also revised the projection of global growth for
2010 from 3.1 percent to 3.9 percent. However, significant risk
remain: (1) in many economies, the recovery is largely driven by
government spending whilst consumer sentiments remain fragile; (2) High
level of global liquidity have led to steep increase in commodity
prices; (3) emerging markets are likely to face increased inflationary
pressures and (4) developed economies are facing large budget deficits.
There are concerns that the global recovery phase may be fragile, as
economies of developed countries,
particularly USA and Europe, continue to be beset with problems of high
unemployment, low consumer spending and depressed housing markets.
Besides, the recent crisis in Portugal, Ireland, Spain and Greece
indicate that there would be many pitfalls along the road to recovery
and that normalcy is still some time away.
Indias growth inflation dynamics are in contrast to the overall global
scenario. The Indian Economy is recovering steadily for growth slowdown
but inflationary pressures, trigged by the supply side factors, have
developed into a wider inflationary cycle.
Although the growth momentum of the Indian economy was substantially
impacted with the onset of the global economic slowdown, the severity
of the impact was considerably less when compared to most developed
economies. The fiscal and monetary policies implemented by the
Government of India helped the economy to weather the downturn phase.
The outlook of the Indian economy turned positive towards the end of
2009, driven by the uptrend in industrial production and recuperating
consumption and investment demand. The Reserve Bank of India has
projected the final real GDP growth for 2009-10 in the range of 7.2
percent to 7.5 percent with a forecast of 8.0 percent for 2010-11.
OPERATIONAL REVIEW
During the financial year under review, the company registered a cash
profit of Rs.58.82 Lacs on standalone basis and Rs.22.15 Lacs on
consolidated basis as against cash loss of Rs.230.18 Lacs on standalone
basis and Rs.243.79 Lacs on consolidated basis in the previous year.
The Company had restructured the operations of life style products -
Retail division in its subsidiary and had cut down unviable and
uneconomical activities/ outlets. Despite all the measures taken by the
company, the subsidiary still incurred a loss of Rs.42.18 Lacs (cash
loss of Rs.36.67 Lacs). However, the effective steps taken by the
company enabled it to weather the challenges imposed by the retail
subsidiary and achieved better performance in FY 2010.
Your company continues with its tasks to build businesses with long
term goals based on its intrinsic strengths in terms of Corporate and
Investment research. To accelerate further value creation, your company
continues to evaluate new areas of growth by way of collaboration,
association and strategic investments. The initiative also aimed at
rationalizing and streamlining operations, mergers, de-merger, having
off, disposal etc. of existing businesses/ subsidiaries to bring about
efficiencies and reducing the cost structures. The Company has also
filed an application to become Trading Member of Bombay Stock Exchange.
The company has also initiated the steps to realize the infertile and
slow moving assets/ investments to create liquidity to further
consolidate its strengths and position itself to take advantage of the
opportunities. The company has also constituted a committee of
directors and consultants, headed by its Chairman to take effective
steps in the direction. OPPORTUNITIES AND THREATS The Company is
exploring new opportunities for long term value creation, by way of
collaboration, associate and strategic investment. The company is also
taking steps to realize infertile and slow moving assets/ investments
to create liquidity so that the company can take advantage of
opportunities. Investments performance is closely linked to the
Indian Capital Market and consequently to the risks associated with
market operations. The value of the companys investments may be
affected by factors affecting capital markets such as price and volume
volatility, interest rates, government policy changes, political and
economic developments, crude oil prices and economic performance
abroad. DIVIDEND
In view of net loss incurred by the Company, your directors do not
recommend any dividend for the Financial Year ended 31st March, 2010.
PUBLIC DEPOSITS The Company has not accepted any deposits from the
public in terms of Section 58A of the Companies Act, 1956 during the
year under review.
AUDIT COMMITTEE
The Audit Committee presently comprises of the following Directors as
its members:
1. Mr. Vijay Kalra
2. Mr. G S Goyal
3. Mr. Ashok Sawhney
The Audit Committee met three times during the year. AUDITORS &
AUDITORS OBSERVATIONS The auditors of the Company M/s. S. Kapoor &
Associates, Chartered Accountants, holds office until the conclusion of
the ensuing Annual General Meeting and being eligible, offer themselves
for re- appointment. The Board of Directors recommends the
re-appointment of the Auditors.
The Auditors have observed in their report the coverage of Internal
Audit needs to be strengthened having regard to the size of the company
and nature of its business. The management is taking necessary steps
and the area of internal audit will be strengthened to meet the
industry norms.
INTERNAL CONTROL SYSTEMS AND ADEQVACY
An adequate system of internal control is in place which mandates
maintaining proper accounting records and assures reliability of
financial information.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Aman Sawhney was appointed
as an additional director w.e.f. 17.05.2010 by the Board of Directors
of the Company to hold office till the conclusion of ensuing Annual
General Meeting. A notice together with money deposit have been
received under section 257 of the Companies Act, 1956 from a member
proposing Mr. Aman Sawhney to be appointed as Director of the Company,
Your Beard recommend for appointment of Mr. Aman Sawhney as Director of
the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Ashok Sawhney and Mr.
Avinash Chander Sharma, Directors retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment. Your Board also recommends for re-appointment of Mr.
Ashok Sawhney and Mr. Avinash Chander Sharma as Directors of the
Company.
Brief resume of Mr. Ashok Sawhney, Mr. Avinash Chander Sharma and Mr.
Aman Sawhney, nature of their expertise in specific functional areas
and name of companies in which they holds the directorship and
membership/ chairmanship of committees of the Board, as stipulated
under clause 49 of the Listing Agreement with Stock Exchange, appear in
the Notice of Annual General Meeting.
SUBSIDIARY COMPANY
Network Retail Limited is the wholly owned subsidiary of your company.
In compliance with provisions of the Section 212 of the Companies Act,
1956 the audited statement of accounts along with Report of the Board
of Directors and Auditors Report of your Companys subsidiary namely,
Network Retail Limited is annexed to the this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard-21 (Consolidated Financial
Statements), the consolidated Financial Statements from part of this
report. The Financial Statements have been prepared from audited
financial statements received from subsidiary company, as approved by
their respective Board.
CHANGE IN CAPITAL STRUCTURE
The Share Allotment Committee Meeting in its meeting held on 5th
October 2009, has made allotment of 11,14,000 nos. of equity shares of
Rs.10/- each at a premium of Rs.40/- each in lieu of 5,57,000
Optionally Convertible Preference shares of Rs.100/- each. Consequent
to the above, the paid up Equity Share Capital of the Company has
increased from 48.03 Crores to 49.14 Crores.
DIRECTORS RESPONSIBILITY STATEMENT-
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
a) That in the preparation of annual accounts,the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 affairs
of the Company at the end of the financial year and of the profit/ loss
of the Company for that period;
c) That the Directors had taken proper and sufficient care 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;
d) That the Directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
During the year under review, none of employees are covered under
section 217 (2 A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
- Your Company did not carry out any activity relating to Research &
Development, Technology Absorption during the year under review. Hence
particulars in this regard as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is not
required.
- As the Company is not involved in any manufacturing or processing
activities, the particulars as per the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable. There is no foreign exchange earnings or outgo during the
current financial period.
HUMAN RESOURCE AND INDUSTRY RELATIONS
The Company recognizes the importance and contribution of its human
resources for its growth and development and is committed to the
development of its people.
The Company has cordial relations with employees and staff. There are
no industry relation problems during the year and company does not
anticipate any material problems on this count in the current year.
CORPORATE GOVERNANCE
In terms of the listing agreement with Stock Exchange, the company is
required to comply with the corporate governance provisions. As a
listed company, necessary measures have been taken to comply with the
listing agreements with the stock exchange. The annexed report on
Corporate Governance along with a certificate of compliance from the
practicing Company Secretary forms part of this report.
ACKNOWLEDGEMENT
Your Directors acknowledge the support of the shareholders and also
wish to place on record their appreciation of employees for their
commendable efforts, teamwork and professionalism. The Directors also
express their grateful thanks to the Banks, Government Authorities,
Customers, Suppliers, Employees arid other Business Associates for
their continued cooperation and patronage.
For and on behalf of the Board of Directors
Sd/-
Date : June 8, 2010 ASHOK SAWHNEY
Place : New Delhi CHAIRMAN