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Directors Report of Nyssa Corporation Ltd.

Mar 31, 2015

To,

The Members of

NYSSA CORPORATION LIMITED

The Directors have pleasure in presenting the 34th Annual Report and the Audited Statement of Nyssa Corporation Limited ["Company"] for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The summarized Standalone financial performance of the Company for the FY 2014-15 and FY 2013-14 is given below: Amount in Rs.

Particulars FY 2014-2015 FY 2013-14

Gross Income 9,77,27,593 13,11,45,113

Profit Before Interest and Depreciation 4,54,53,967 3,28,97,488

Finance Charges 81,35,823 63,35,914

Provision for Depreciation 53,341 24,336

Net Profit Before Tax 3,72,64,802 2,65,37,238

Provision for Tax

- Current Tax - Income Tax 1,22,00,000 46,00,000

- Earlier Year Tax- Short/(Excess) Provision of Tax 15,330 1,16,302

- Deferred Tax (15,462) (1,784)

- MAT Credit entitlement - (1,09,77,652)

Net Profit After Tax 2,50,64,934 328,00,372

Balance of Profit brought forward 11,29,13,837 8,01,13,464

Balance available for appropriation 13,79,78,771 11,29,13,837

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

Surplus carried to Balance Sheet 2,50,64,934 3,28,00,372

2. REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 9,77,27,593/- as against total Income of Rs. 13,11,45,113/- in the corresponding previous year.

Net Profit after Tax for the year under review was Rs. 2,50,64,934/- as against Net Profit after Tax of Rs. 3,28,00,372/ - in the corresponding previous year.

3. FUTURE PROSPECT

The Company has been in the business of real estate development and construction since a long time and it looks forward to expand in the same field in the upcoming years. The company is on the verge of finishing both the projects of Kalyan and Surat and will be handing over the same probably in the ongoing financial year. Also the company is in the process of identifying new projects and has initiated talks with potential development of residential complexes in the Malad area of Mumbai and a site in the city of thane. The talks of both the proposed sites are in preliminary stages and the company hopes to finalize the deal and start the construction activities in upcoming financial years. Also the management of the company has discussed and envisaged that new business verticals should be added to the ongoing business activities of the company for mitigating the risk both systematic and unsystematic.

4. DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 300 Lacs, comprising of 3,00,00,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Ashish Kapoor (DIN: 06638960), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year, Mr. Durgesh Kabra, (DIN: 00017670), Independent Director of Company has resigned w.e.f. November 12, 2014.

The Companies Act, 2013 (the Act) provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the company in the Annual General Meeting and disclosure of such appointment in the Board's report.

Sub-section (11) states that no Independent Director shall be eligible to hold office for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such Independent Director.

Accordingly, Mr. Kamlesh Tiwari (DIN: 02679805) has been appointed as Independent Director with effect from 12th November, 2014 for the term of 5 years subject to approval of the Shareholders of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Declaration for meeting the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges has been received.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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) the directors have prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

8. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

10. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 06 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations forma a part of this Annual Report as Annexure III.

15. STATUTORY AUDITORS' AND AUDITORS' REPORT

At the 33rd Annual General Meeting held on September 29, 2014, M/s. CLB & Associates, Chartered Accountant (Firm Regd. No: 124305W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s CLB & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013.

16. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

17. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

However, the Company is in process of appointing Internal Auditor pursuant to Section 138 of the Companies Act, 2013.

18. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), OF THE COMPANIES ACT, 2013: Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company.

Explanation pursuant to Section 134(3)(f)(il):

1. During the year under review Ms. Priti Malpani was proposed to be appointed as woman Director. However due to some technical snag the Director Identification Number could not be obtained. However the Company is taking all relevant effective steps in order to comply with the applicable provisions of the Act;

2. The Company is in process of appointment of Internal Auditor of the Company;

3. The Company is in process of appointment of Company Secretary;

4. The Company is in process of appointment of Non Executive Director in order to comply with Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013 i.e to form proper composition of Nomination and Remuneration Committee.

19. APPOINTMENT OF COMPANY SECRETARY:

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. RE- CONSTITUTION OF AUDIT COMMITTEE

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Executive Directors are regularly invited to attend the Audit Committee meetings.

Further, the Audit Committee was re-constituted as per the provision of Section 177 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement on 12th November,2014 details of which is provided in the Corporate Governance Report along with other details.

21. RE- CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was re-constituted on 12th November, 2014 details of which are provided in the Corporate Governance Report.

22. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the Company's website on the following link: http://www.nyssacorporationltd.com/.

23. RE- CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was re-constituted 12th November, 2014 as per the provision of Section 178 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement details of which is provided in the Corporate Governance Report.

24. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established. The said Policy has been uploaded on the website of the Company at http://www.nyssacorporationltd.com/. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

27. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31* March, 2015, there were no outstanding deposits.

28. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

29. INSURANCE

The properties/assets of the Company are adequately insured.

30. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2014-15 the particulars as required in form AOC-2 have not been furnished.

31. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is applicable and hence disclosures required therein are not applicable to the Company.

During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), with the Ministry of Corporate Affairs.

34. GENERAL

During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

35. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai RAVINDRAKUMAR RUIA ASHISH KAPOOR

Date: August 13,2015 DIRECTOR & CFO DIRECTOR

[DIN: 00035853] [DIN: 06638960]


Mar 31, 2014

Dear members,

The Directors present the 33rd Annual Report together with the Audited financial Statement for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The Financial Results for the year ended March 31, 2014 are summarized below:

Particulars F.Y. 2013-14 F. Y. 2012-13

Revenue from operation 123,697,180 323,603,780

Other Income 7,447,933 1,787,091

Total Income 131,145,113 325,390,871

Expenditure (before depreciation) 104,583,539 279,122,073

Profit/(Loss) before Depreciation and Taxes 26,561,574 46,268,798

Less: Depreciation 24,336 25,326

Profit/(Loss) before Taxation 26,537,238 46,243,472 Less: Provision for Tax

* Current Taxes 4,600,000 9,550,000

* Previous year taxes 116,302 59,641

* Deferred Tax (1,784) 10,286

* MAT Credit enti. (10,977,652) -

Profit/(Loss) after Taxation 32,800,371 36,623,546

Balance brought forward 80,113,464 43,489,918

Add: Net Profit/(Net Loss) for the year 32,800,371 36,623,546

Balance Carried to Balance Sheet 112,913,836 80,113,465

Earnings per equity share (Rs. per share)

* Basic 10.93 12.21

* Diluted 10.93 12.21

PERFORMANCE:

During the year under review, the Company has posted total Income of Rs. 13,11,45,113/- as against total Income of Rs. 32,53,90,871/- in the corresponding previous year. Net Profit after Tax for the year under review was Rs. 3,28,00,371/- as against Net Profit after Tax of Rs. 3,66,23,546/- in the corresponding previous year.

FUTURE PROSPECTS:

During the year, M/s. "Om Vasistha Developers" the 100% owned firm of the company developing a residential cum commercial project at Ramwadi Bail Bazar, Kalyan (West) has completed the commercial portion and structural part of the residential portion of the project, as on date the finishing part of the residential complex is been done i.e. 90% of the project has been completed and the balance work is expected to be completed in 4 months and the completion handover of the building is expected by Jaunary 2015.

"Mark Developers" is a partnership firm with 75% share of Company & is developing a residential cum commercial complex at Dindoli within the limit of Surat Municipal Corporation. The project is nearing completion i.e. 80% of the work is done as of date and it is expected to be completed by May 2015. Further the Company is planning to adopt more projects in real estate in the near future.

DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

AUDITORS:

M/s. CLB & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

AUDITORS'' REPORT:

The Report of the Auditors of the Company is self explanatory and do not call for any further explanation by the Board of Directors.

DIRECTORS:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ravindrakumar Ruia, Director of the Company, is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offered himself for re-appointment. Board of Directors recommends the above re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Vivek Moolchand Sharma as Independent Director of the Company.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Independent Director i.e. Mr. Vivek Moolchand Sharma as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for term up to 5 (five) years, respectively, in ensuing Annual General Meeting.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with 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 Exchanges. Members are requested to refer to the annexure of Notice, in regards to experience, qualification and tenure of the Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the erstwhile Companies Act, 1956 with respect to the Directors'' Responsibilities Statement, it is hereby confirmed:-

i) that in the preparation of the annual accounts for the year 2013-14, the applicable accounting standards have been followed and there are no material departures;

ii) that the directors have selected such accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement at the end of the financial year viz., 31st March, 2014 and of the Profit of the Company for the that financial year;

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

iv) that the directors have prepared the Annual Accounts of the company on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year ended March 31, 2014.

DETAILS OF EMPLOYESS UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULE 1975 (AS AMENDED UPTO DATE):

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The provision of Section 217(1)(e) of the erstwhile Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s. CLB &Associates., Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with the Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

COMMITTEES:

During the period under review, the Board of Directors of the Company has constituted Remuneration Committee. The constitution of the Remuneration Committee is as follows:

Mr. Durgesh Kabra - Chairman, Non Executive Independent

Mr. Vivek Moolchand Sharma - Non-Executive Independent

Mr. Ashish Kapoor - Executive

In accordance with provision of Companies Act, 2013, the Board of Directors of the Company has re-named the existing committees viz., Stakeholders Relationship Committee [formerly known as Shareholders''/Investors'' Grievance Committee"] and Nomination and Remuneration Committee [formerly known as Remuneration Committee"] w.e.f. 13th August, 2014.

LISTING:

At present, 3,00,00,000 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2014-15.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE812K01027, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

SECRETARIAL COMPLIANCE REPORT:

Since your Company comes within the purview of the Section 383A of the Companies Act, 1956, it has to obtain Compliance Certificate for the financial year 2013-14 from the Practicing Company Secretary and the same is attached with this report.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude and thanks to the esteemed clients, Members, Banks, SEBI (Securities and Exchange Board of India), Bombay Stock Exchange Limited, Central, State and Local Government for their continued support and cooperation.

For and On behalf of the Board of Directors

Place : Mumbai Date : 30th August, 2014

Director Director


Mar 31, 2013

To, The Members of Ravinay Trading Company Limited

The Directors have pleasure in presenting their Report on the operations of the Company, together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

(Amount In Rs.)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 32,53,90,871 9,54,42,951

Total Expenditure 2,79,147,398 9,21,49,472

Profit/(Loss) Before Taxes 4,62,43,472 32,93,479

less: Provision for Tax 95,50,000 7,00,000

Less: Provision for Deferred Taxation 10,286 1,426

Less: Short/ (Excess) Provision of Tax 59,641 (1,45,749)

Less: Income tax in respect of earlier year 3,70,070

Profit / (Loss) After Tax 3,66,23,546 23,67,732

Add: Balance brought forward from previous year 4,34,89,919 4,11,22,187

Balance Carried to Balance Sheet 8,01,13,465 4,34,89,919

BUSINESS OUTLOOK:

The Profit after tax for the year (2012-13) is Rs.3,66,23,546/- as compared to previous year (2011-12) which was Rs. 23,67,732/-

FUTURE PROSPECTS:

During the year, "Om Vasistha Developers" proprietorship firm is developing a residential cum commercial project at Ramwadi Bail Bazar, Kalyan (W) and the project is in full swing, as on date 17th Floor of the building is completed i.e. 66% of the construction has been completed and the work is under progress. The project is expected to be completed by the mid of 2014.

"Mark Developers" is a partnership firm with 75% share of Company & is developing a residential cum commercial complex at Dindoli within the limit of Surat Municipal Corporation. The project is under construction i.e. 70% of the work is done as of date. Further the Company is planning to adopt more projects in real estate in the near future.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-13 with a view to conserve the resources for future.

DIRECTORS:

During the year under review, Mr. Durgesh Kabra, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Vardhman Mishrilal Jain resigned from the directorship due to his pre-occupation w.e.f. July 01, 2013. The Board of Directors expressed appreciation for the services rendered by him during his tenure as Director of the Company.

Mr. Ashish Kapoor who was appointed as Additional Directors of the Company by the Board of Directors on 01st July, 2013 and whose terms of office expire at this Annual General Meeting are proposed to be appointed as Directors of the Company.

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

The provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the financial year ended 31 * March 2013; the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(iii) 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.

(iv) That the Directors had prepared the Annual Accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

AUDITORS:

The Auditors of the Company, M/s. CLB & Associates., Chartered Accountants hold office till the conclusion of the 32nd Annual General Meeting and being eligible offer themselves for re-appointment.

COMMENT ON AUDITORS'' REPORT:

M/s. CLB & Associates., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31st March, 2013 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS:

During the Financial Year 2012-13, the Company has not accepted any fixed deposits from public within the meaning of the Companies Act, 1956.

LISTING:

At present, 30,00,000 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2013-14.

SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Company by virtue of High Court Order dated 3"" August, 2012.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE812K01019, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s. CLB &Associates., Chartered Accountants regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

SECRETARIAL COMPLIANCE REPORT:

Since your Company comes within the purview of the Section 383A of the Companies Act, 1956, it has to obtain Compliance Certificate from the Practicing Company Secretary. The Company had approached M/s. Deep Shukla & Associates., Practicing Company Secretaries, Mumbai for Secretarial Audit Report of the Company for the financial year 2012-13 and the same is attached with this report.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers, employees, Statutory Auditors and advisors for their continuous support during the year.

For Ravinay Trading Company Limited

Date :1st July, 2013 Sd/- Sd/-

Place: Mumbai R.V.Ruia Vardhman Jain

Director Director


Mar 31, 2009

The Directors hereby present their Twenty-eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009.

Financial Results:

2008-2009 2007-2008

Gross Profit/(Loss) 7,44,048 5,13,703

Depreciation - -

Provision for Taxation 81,000 500

(Debits) relating to earlier year 11,164 -

Brought Forward from last years account 32,63,126 27,49,923

Appropriations:

Transfer to General Reserve - -

Proposed Dividend - -

Corporate Dividend Tax - -

Balance Carried to Balance Sheet 39.15.010 32,63,126

39,15,010 32,63,126

Dividend:

In order to conserve resources, the Directors do not recommend payment of any Dividend, for the year under review.

Directors:

Mrs. R.R. Ruia retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Disclosure of Particulars:

The requirement of furnishing particulars under the rules relating to the conservation of energy and technology absorption as prescribed u/s.217 (l)(e) of the Companies Act, 1956 do not apply to the Company in respect of the year under reference. The Company has not earned or expended any foreign exchange during the year under reference.

Pursuant to the provisions of the Companies Act, 1956, the accounts together with the Directors Report of Vinaykumar Family Trading & Holding Co. Ltd., the Companys subsidiary, for the year ended 31st March, 2009, are attached to the Balance Sheet of the Company.

Particulars of Employees:

None of the employees is in receipt of remuneration for the year which in aggregate was more than the limit prescribed under Section 217(2A) of The Companies Act, 1956 and Rules made there under.

Directors Responsibility:

Pursuant to Section 217(2M) of the Companies (Amendment) Act, 2000, the Directors state as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

(ii) that the Directors had selected such accounting policies 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 at the end of the financial year and of the profit of the Company for that period;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Secretarial Compliance Certificate:

Pursuant to the proviso to Sub-Section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial Compliance Certificate is attached to this Report.

Auditors:

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, the Auditors of the Company, retire at the forthcoming Annual General Meeting and approval of members is being sought at the Annual General Meeting for their re-appointment.

For and on Behalf of the Board of Directors

R. V. RUIA DIRECTOR

Regd. Office: State Bank Bldg.Annexe Bank Street, Fort Mumbai 400 023

Mumbai, Dated 30th June 2009

 
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