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Directors Report of Padmanabh Industries Ltd.

Mar 31, 2013

The Directors take pleasure in presenting herewith Annual Report and Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Amt. in Rs.)

Year ended Year ended March 31, 2013 March 31, 2012

Profit/ (Loss) before Interest and Taxation ( 2,11,410) (6,86,392)

Net Profit / (Loss) before Taxation (2,11,410) (6,86,392)

Provision for Taxation NIL 1,53,880

Profit/(Loss) For the year (2,11,410) (8,40,272)

Balance brought forward from previous year (9,33,780) (93,508)

Balance carried to balance sheet (11,45,190) (9,33,780)

Review of Performance

During the year company has not carried out any business activities.

Dividend

The Directors, regret their inability to recommend any dividend for the year, due to accumulated losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Subsidiary Companies

There are no any subsidiary Companies.

Stock Options

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

Personnel

The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Listing

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE).

Directors Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

2. That such accounting policies have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2013.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Bhadresh B. Parikh will retire by rotation pursuant to provisions of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Audit Committee

The company''s present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

Risk Assessment and Management

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time.

There are act equate internal systems, control and Checks in place commensurate with the size of the Company and nature of its business. The management exercises financial control through a well defined budget monitoring process and other standard operating procedures.

Auditors

M/s. Vishves A. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting up to the date of the next Annual General Meeting.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

For and on behalf of the Board

Bhaviny Shah Chairman

Activity


Mar 31, 2012

The Directors take pleasure in presenting herewith Annual Report and Audited Accounts for the year ended on 31st March. 2012.

FINANCIAL RESULTS:

(Amt. in Rs.) Year ended Year ended March 31, 3013 March 31, 2011

Profit/ (LOSS) before Interest and taxation (6,86,392) 4,48,462

Net Profit ((Loss) before Taxation (6,86,392) 4,48,462

Provision for Taxation 1,53,880 Nil

Profit/ (Loss) For the year (8,40,272) 4,48,462

Balance brought forward from previous year (93,508) (5,41,970)

Balance carried to balance sheet (9,33,780) (93,508)

Review of Performance

During the year company has achieved turnover of Rs. 31.33 Lacs. Company has incurred loss of Rs. 8.40 Lacs during the year.

Dividend

The Directors, regret their inability to recommend any dividend for the year, due to accumulated losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Subsidiary Companies

There are no any subsidiary Companies.

Stock Options

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

Personnel

The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Listing

Equity Shores of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE). Suspension in Trading of equity shares of the company on Bombay Stock Exchange Limited has been revoked and trading in equity shares has been started on the Bombay Stock Exchange Limited w,e.f, 26.09.2011.

Directors Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Amendment Act 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures,

2. That such accounting policies have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012.

3. That proper and sufficient care has been token for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Uday R. Shah will retire by rotation pursuant to Article 145 of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report,

Audit Committee

The company's present Board of Directors Is property constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance, The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5.00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, Hence the information required under S-2T7(2A) of the Companies Act 1956 being not applicable are not given in this report.

Risk Assessment and Management

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time.

There are adequate internal systems, control and Checks in place commensurate with the size of the Company and nature of business. The management exercises financial control through a well defined budget monitoring process and other standard operating procedures.

Conservation of energy, Technology absorption. Research & Development and Foreign exchange earnings and out go

The Additional information required under Section 2l7[l)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption, research & development are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

Secretarial Compliance Report

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2011 -2012 as part of this Directors report.

Auditors

M/s. Vishves A, Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting up to the date of the next Annual General Meeting.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.



For and on behalf of the Board

Ahmedabad Bhavin S.Shah

August 14, 2012 Chairman


Mar 31, 2010

The Members

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS :

Particulars 2009-10 2008-09

1. Total Income - -

2. Total Expenditure (75775) (137460)

3. Profit/ Loss before Tax (75775) (137460)

DIVIDEND :

Your Directors do not recommend the dividend for the financial year ended 31.03.2010.

DIRECTORS :

Mr. Bhadresh Parikh, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

All other Directors continue to hold their Directorships.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDITORS :

Vishwesh A. Shah, Auditors of the Company retire at this Annual General Meeting and being eligible , are recommended for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 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 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 of Loss 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 provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT :

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2009-2010 as part of this Directors report.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE) as well as Ahmedabad Stock Exchange (ASE). However the trading in the shares of the company is suspended.

PARTICULARS OF THE EMPLOYEES :

The company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Director wish to thanks the Shareholders of the Company for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS (CHAIRMAN)

DATE : 01.09.2010 PLACE : AHMEDABAD







 
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