Home  »  Company  »  Oasis Nutraceuticals  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Oasis Nutraceuticals Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the 34th Annual Report and the audited accounts of the Company for the year ended 31st March 2015.

1) FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31st March 2015 is summarized below:

(Rs. in Lacs)

Particulars 2014-15 2013 - 14

Revenue and other Income 82.01 99.97

Profit before Depreciation and Tax 16.50 48.74

Depreciation 0.02 0.01

Profit Before Tax 16.48 48.73

Provision for Tax (23.22) (19.05)

Provision for Deferred Tax (C.Y. Rs. 354 and P.Y. Rs. 10) 0.00 0.00

Prior Year Tax Adjustment 0.00 0.00

Profit/(Loss) After Tax for the year (6.74) 29.68

2) STATUS OF COMPANY'S AFFAIRS:

During the year your company has achieved revenue of Rs. 82.01 Lacs as compare to Rs. 99.97 Lacs in the corresponding previous financial year and has loss after Tax of (Rs. 6.74) Lacs as against Net Profit of Rs. 29.68 Lacs in corresponding previous financial year.

The management of the Company is continuously making efforts to initiate and implement the new business opportunities for the enhancement of wealth of shareholders.

During the year trading in the Equity Share of your Company at BSE limited had been suspended for surveillance measure and the Company has replied to the letter received from the Stock Exchange.

3) DIVIDEND:

In order to conserve the reserves to meet the needs of increased operation and due to loss suffered in the current year, the Board of Directors has decided not to declare dividend for the financial year.

4) AMOUNT TRANSFERRED TO RESERVES:

The Company having suffered a loss during the financial year the Company has not transferred any amount to the reserves maintained by the Company.

5) SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2015 is Rs. 10.20 Crores. During the year the Company has not issued shares with differential voting rights, Sweat Equity Shares or Equity Shares under Employee Stock option Scheme.

As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6) EXTRACT OF THE ANNUAL REPORT:

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual report in form MGT – 9 as required is attached as Annexure – A to this report.

7) NUMBER OF MEETING OF THE BOARD:

The Board of Director of the Company met at a regular interval during the year to discuss on the past and prospective business of the Company. The Board Met 7 (Seven) Times during the Financial year 2014-15 on 28th May, 2014, 14th August, 2014, 14th Nov, 2014, 10th Dec, 2014, 29th Jan, 2015 14th Feb, 2015 and 19th March, 2015.

8) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

9) SUSIDIARIES COMPANY:

The Company does not have any subsidiary Company as on year end 31st March, 2015

10) DETAILS OF FIXED DEPOPSITS:

Your Company has not accepted any fixed deposits from the members and public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of deposits) Rules, 2014.

11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of the Section 186 of the Companies Act, 2013 are provided in notes to financial Statements.

12) RELATED PARTY CONTRACTS OR ARRANGEMENTS:

There are no contracts or arrangements made by related party during the year under review as provided in the provisions of Section 188 of the Companies Act, 2013 excepting as disclosed in the notes to financial statements.

13) DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of (4) four Directors consisting of (2) two Non – Executive Directors as on 31st March, 2015.

During the year under review, Mr. Asim Dalal and Mr. Rajeev Kothari, the Directors of the Company have resigned from the office of the Directors w.e.f. 19th March, 2015 and 4th March, 2015 respectively.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association Mr. Mitesh Jain, Director retires by rotation at the forth coming annual general meeting and being eligible offer himself for re-appointment.

Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as stipulated under section 149(6). Further the familiarization program for Independent Directors is also available on the website of the Company viz. www.samleaseco.com

The Company has already appointed Mr. Mitesh Jain as the Managing Director of the Company. Further the Company is making effort to appoint other Key Managerial Personnel as required under the Act. Your Company is yet to appoint a Woman Director as mandated under Section 149 (1) of the Act and Listing Agreement.

14) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is 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) they had selected such accounting policies and applied them consistently and have 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 loss of the Company for the year ended 31st March, 2015;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 for the year under review, on a 'going concern' basis.

e) That internal financial controls have been laid down to be followed by the Company and such internal financial control are adequate and were operating effectively,

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

15) ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

16) DISCLOSURE AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONVERSATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the nature of Business of the Company there are no particulars which are required to furnish in this report pertaining to conservation of energy, technology absorption and Foreign Exchange Earning and Outgo.

17) AUDIT COMMITTEE:

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Listing Agreement. The Composition and the functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report.

18) CORPORATE SOCIAL RESPONSIBILITY:

The Company's net worth or turnover or net profit is below the threshold specified for constituting a Corporate Social Responsibility policy Committee and as such the Company is not required to comply with the same hence the Board is not required to provide any report or comments about the same.

19) NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Nomination and Remuneration Committee (NRC) of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy of the Company is attached herewith as Annexure - B.

20) VIGIL MECHANISM POLICY:

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement framed whistle blower policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company (www.samleaseco.com).

21) RISK MANAGEMENT:

The Board has approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. The Board is Overall Responsible for identifying, evaluating and managing all significant risks faced by the Company.

22) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, Composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non – Independent Director was carried out by the Independent Director. The Board of Directors expressed their satisfaction with the evaluation process.

23) SECRETARIAL AUDIT:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has Appointed Shreyans Jain & Co. a firm of practicing Company Secretary (C.P. No 9801) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure – C and forms as an integral part of this report.

The Following are the observation in the Secretarial Audit Report and comments of the management for the same as mentioned below:

In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have Whole Time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of sub- section (1) of the said section, however the Company yet to appoint KMP under (ii) and (iii) of sub - section (1) of Section 203 of the Act and the time allowed to comply with the said requirement has already elapse.

In terms of the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement entered into with the BSE Limited the Company is required to have a Woman Director, however the Company yet to appoint the same as the time allowed to comply with the said requirement has already elapse.

The Board of Directors are making efforts to appoint the Whole Time KMP namely Chief Financial Officer and Company Secretary presently these functions are being done under the supervisions of the Board. Further the Board / Company is looking out for suitable candidate for Woman Director in the Company, but yet to finalize the suitable candidate for the same.

24) AUDITORS:

At the AGM held on 30th September, 2014 the members had approved the Appointment of M/s. Pulindra Patel & Co., Chartered Accountants (Firm Registration No. 115187W) as Statutory Auditors of the Company for till the conclusion of the upcoming General Meeting.

However, due to the non-availability expressed by M/s. Pulindra Patel & Co. for his re – appointment, the Board of Directors, on the recommendation of the audit Committee, proposes to Appoint M/s. Singhvi & Sancheti, Chartered Accountants as the Statutory Auditors of the Company from the Conclusion of this AGM till the sixth consecutive AGM subject to ratification by the Shareholders every year under the provisions of Section 139 of the Companies Act, 2013.

The Company has obtained a certificate from M/s. Singhvi & Sancheti, Chartered Accountants that their appointment, if made will be within the limits as specified under the Companies Act, 2013.

Auditor's report is self explanatory and therefore does not require further comments and explanation.

25) REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of clause 49 of Listing Agreement with the Stock exchange, a separate report on the Corporate Governance practices followed by the Company together with a certificate from the Company's Statutory Auditors confirming compliance with clause 49 forms an integral part of this report as Annexure – D.

Further the Management's Discussion and Analysis Report for the year under review, as stipulated under revised clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure - E to this report.

26) PARTICULARS OF EMPLOYEES

The details required to be disclosed in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc forms part of this report as Annexure - F.

27) INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Presently, the compliance with respect to the Sexual Harassment of Woman at the workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to the Company as there is no woman employee (permanent, contractual, temporary, trainees) employed in the Company.

28) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated service of all employees, which contributed to the continuous growth and consequent performance of the Company. Your Directors wish to place on record their gratitude for the valuable assistance and co- operation extended to the Company by the Governments, Partners, banks, institutions, investors and customers.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Mitesh Jain

Date: 25th August, 2015 Managing Director

(DIN: 05318530)


Mar 31, 2013

To the Shareholders''

The Directors take pleasure in presenting the 32nd Annual Report and the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year e nded 31st March 2013 is summarized below:

(Rs. in Lacs) Particulars 2012 - 13 2011 - 12

other Income 59.60 6.16

Profi s a before Depreciation and Tax 51.08 (1.03)

Pedation 0.01 0.02

Deofirc Before Tax 51.06 (12.35)

-Provision for Tax 10.20 0.00

-Pulsion for Deferred Tax 0.00 0.00

-Prio vi Year Tax Adjustment 0.00 0.00

Profit After Tax 40.87 (12.36)

"Add: Profit brou ght forward from previous year (107.05) (94.69)

Balance Carried to Balance Sheet (66.18) (107.05)

RESULTS OF OPERATIONS

During the year your company has achieved revenue of Rs.59.60 Lacs as compare to Rs.6.16 Lacs in the corresponding previous financial year and has made net Profit after Tax of Rs.40.87 Lacs as against Net loss of Rs. 12.36 Lacs in corresponding previous financial year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation'' the Board of Directors has decided not to declare dividend for the financial year.

REVOCATION OF SUSPENSION:

During the year'' BSE Limited (BSE)'' where the Company''s securities are listed have restored the listing status'' earlier suspended due to penal reasons'' and permitted trading in equity shares of the Company w.e.f. 28.04.2012. Further'' the Company''s securities were admitted into both Central Depository Services (India) Limited as well as National Securities Depository Limited. The Company has made payment of annual listing fees to the Stock Exchange.

CHANGES IN THE CAPITAL STRUCTURE

Reclassification of Authorised Capital:

The Authorised Share Capital of the Company is altered by cancelling 80''000 unissued Preference Shares of Rs.100/- each and creating new 8''00''000 Equity shares of Rs.10/- each and also'' the company has increased it''s authorized share capital to Rs.20''00''00''000 (Rupees Twenty Crores only) divided into 20''00''000(Twenty Lacs) Equity shares of Rs 10 each.

Allotment of Equity Shares on preferential basis:

During the year your Company has allotted 1''00''00''000 Equity Shares of Rs.10 each at Premium of Rs.1 per Share on preferential basis to certain investors and consequently'' paid-up Capital of the Company is increased to Rs.10''20''00''000 divided into 1''02''00''000 Equity Shares of Rs.10 each.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions'' 1966 and Companies (Acceptance of Deposits) Rules'' 1975.

BOARD OF DIRECTORS

i). Composition of Board of Directors:

The Board of Directors of the Company comprises of six Directors.

ii). Retirement by Rotation:

In accordance with the requirements of the Companies Act'' 1956'' and provisions of Articles of Association of the Company'' Mr. Devanshu Desai and Mr. Nitin Velhal retire by rotation and being eligible'' offer themselves for reappointment.

ii). Changes during the year:

During the year Mr. Rajeev Kothari'' Mr. Yogesh Gupta and Mr. MiteshJain has been appointed as directors of the company on 15th May'' 2012'' 24th May'' 2012'' & 2nd July'' 2012 respectively.

iii). Changes after the financial year:

Mr. Mitesh Jain has been appointed as Managing Director subject to the approval of shareholders at the ensuing Annual General Meeting w.e.f. from 14th August'' 2013 till 13th August'' 2016.

AUDITORS

M/s. Pulindra Patel & Co.'' Chartered Accountants'' the Auditors of the Company'' retire at the ensuing Annual General Meeting and being eligible'' offer themselves for reappointment. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act'' 1956 to the effect that their appointment'' if made'' would be within the limits prescribed thereunder.

CORPORATE GOVERNANCE

Consequent to allotment of Equity Shares on 30th March'' 2013 and increase in Paid up capital the compliance of Clause 49 is applicable to the company from the current year and therefore the Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly'' the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of Company M/s. Pulindra Patel & Co.'' regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. That in preparation of the annual accounts'' the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 of the Company for the year under review;

3. 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;

4. That the Direc tors had prepared the annual accounts for the year under review'' on a ‘going concern'' basis.

CONSERVATION OF EN ERGY'' TECHNOLOGY ABSORPTION'' FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity'' furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act'' 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 does not arise for your Company.

Further'' the Company neither used nor earned any foreign exchange during the year under report.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act'' 1956 (the Act)'' read with the Companies (Particulars of Employees) Rules'' 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company''s customers'' vendors'' investors'' business associates and bankers for the support to the Company as also thank the Government'' Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sd/- Sd/-

Date: 14-08-2013 Director Director


Mar 31, 2012

The Directors present the THIRTY FIRST ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

Current year Previous year 2012 (Rs.) 2011 (Rs.)

Loss before adjustments 12,35,213 5,05,152

Prior years expenses - -

Provision for deferred tax 431 (172)

12,35,644 5,04,980

Deficit brought forward from prior year 94,69,507 89,64,527

Deficit carried to Balance Sheet 1,07,05,151 94,69,507

2. SPECIAL COURT MATTER

Subsequent to the year under report, the Company approached the Special Court for the waiver of interest in respect of loan of Late Shri J.P.Gandhi. However, the Hon''ble Court directed the Company to settle the issue with the Custodian to arrive at a mutually agreed amount. The matter is presently in the stage of negotiation with the Custodian.

3. DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year under report.

4. RESTORATION OF LISTING STATUS AND DEMATERIALISATION OF THE COMPANY''S SECURITIES

Subsequent to the year under report, BSE Limited (BSE), where the Company''s securities are listed, have restored the listing status, earlier suspended due to operational inadequacies. , and permitted trading in physical form. Further, the Company''s securities were admitted into both Central Depository Services (India) Limited as well as National Securities Depository Limited. Consequently, the securities are now traded in both physical as well as dematerialised form.

5. EVENTS AFTER THE FINANCIAL YEAR

Subsequent to the year under report, the Company has increased its Authorized Capital from Rs.20,00,000 to Rs.20,00,00,000 divided into 2,00,00,000 Equity Shares and had obtained Shareholders approval for issue of 1,33,00,000 equity shares of Rs.10/- each for cash at a premium of Re.l/- per equity on preferential basis. The issue was made pursuant to Section 81(1 A) of the Companies Act, 1956 and SEBI (1CDR) Regulations as well as other applicable rules and regulations.

6. FIXED DEPOSITS

As on 31st March, 2012, there were no fixed deposits remaining overdue.

7. DIRECTORS

Mr.Yogesh Gupta, Mr.Rajeev Kothari and Mr.Mitesh Jain were appointed Additional Directors on 15.5.2012; 24.5.2012 and 2.07.2012 respectively by the Board of Directors of the Company. Resolutions for their appointment, pursuant to Section 257 of the Companies Act, 1956, as Directors liable to retire by rotation form part of the accompanying Notice.

Your Directors recommend the appointment of Mr.Yogesh Gupta, Mr.Rajeev Kothari and Mr. Mitesh Jain as Directors liable to retire by rotation

Mr.Asim Dalai retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself re-appointment.

8. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of accounts for the financial year ended 31st March, 3008 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have 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 loss of the company for the year under review.

(iii) they 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) they have prepared the accounts for the financial year 31st March, 2012 on a going concern basis.

10. COMPLIANCE CERTIFICATE

A compliance certificate pursuant to Section 383A(1) of the Companies Act, 1956, read together with the Companies (Compliance Certificate) Rules, 2001, received from M/s Sanjay Soman & Associates, Practising Company Secretaries, is attached hereto and forms part of this Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

12. AUDITORS

M/s Ganesh Rajendra & Associates, Chartered Accountants, Mumbai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting has expressed his unwillingness for being re-appointed at the ensuing Annual General Meeting and the Board of Directors recommend appointment of M/s. Pulindra Patel & Co, Chartered Accountant, Mumbai as Statutory Auditor for Financial Year 2012 - 13. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

13. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of the Associate Companies.

FOR AND ON BEHALF OF THE BOARD

Mumbai

Dated: 31st AUG 2012 DIRECTOR DIRECTOR


Mar 31, 2010

The Directors present the TWENTY-NINTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Current year Previous year Rupees Rupees

Loss before adjustments 12,05,573/- 5,07,272/-

Prior years expenses - -

Provision for deferred tax 262/- 378/-

12,05,573/- 5,06,894/-

Deficit brought forward from prior year 77,59,216/- 72,52,322/-

Deficit carried to Balance Sheet 89.64.527/- 77 59 216/-

2. DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year under report.

3. FIXED DEPOSITS

As on 31st March, 2009, there were no fixed deposits remaining overdue.

4. DIRECTORS

Mr.Asim Dalai retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself re-appointment.

5. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of accounts for the financial year ended 31st March, 3008 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have 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 loss of the company for the year under review.

(iii) they 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) they have prepared the accounts for the financial year 31st March, 2008 on a going concern basis.

7. COMPLIANCE CERTIFICATE

A compliance certificate received from M/s Sanjay Soman & Associates, Practising Company Secretaries, pursuant to Section 383A(1) of the Companies Act, 1956, read together with the Companies (Compliance Certificate) Rules, 2001, is attached hereto and forms part of this Report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 2l7(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

9. AUDITORS

M/s Ganesh Rajendra & Associates, Chartered Accountants, Mumbai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

10. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of the Associate Companies.

FOR AND ON BEHALF OF THE BOARD

Mumbai

Dated: 6th September, 2010 DIRECTOR DIRECTOR

 
Subscribe now to get personal finance updates in your inbox!